VOICE MEDIA GROUP
Master Terms and Conditions
(Updated August 31, 2022)
These Master Terms and Conditions (these “Master Terms”) apply to the advertising, media and other services (collectively referred to as the “Services”) ordered by Client pursuant to the Services Agreement (the “Services Agreement”) to which these Master Terms are attached or referenced. Terms used but not defined in these Master Terms shall have the meanings given such terms in the Services Agreement.
- The Services Agreement (also referred to herein as “this Services Agreement”) consists of and includes the base Services Agreement, these Master Terms, and the following additional Standard Terms and Conditions for the applicable products and services addressed in such Standard Terms and Conditions that are ordered by Client:
- All advertising and other materials provided by or through Client for use in connection with the Services are subject to Provider’s approval, and Provider’s applicable advertising or services guidelines. Provider reserves the right to terminate this Services Agreement, or any or all Services hereunder, at any time, if it determines, in its sole discretion, that any advertising or other materials (including, without limitation, any advertising copy, text, graphics, audio or visual materials, and links) provided by or at the direction of Client for use in connection with the Services could give rise to a third party claim (including, without limitation, any claim by a government or governmental agency), or that any such advertising or other materials violate Provider’s advertising or services guidelines. In the event of such termination, such Services will be concluded, and any fees, costs and expenses for such Services hereunder, and all costs and expenses incurred by Provider related to such Services, through the effective date of termination will be due and payable by Client upon presentation of an invoice by Provider; provided, however, Provider further reserves the right to charge Client the “short rate” (as defined below) for all such Services provided by Provider (including the difference between the short rate for Services provided by Provider and the discounted contracted rate in this Services Agreement, even if such Services have already been paid for by Client). The “short rate” for Services ordered under this Services Agreement is Provider’s full undiscounted rate for such Services as of the date of termination of such Services by Provider.
- Client must pay all amounts for Services (and related fees, costs and expenses) in advance upon presentation of an invoice by Provider. Client acknowledges and agrees that it must maintain a valid credit card on file with Provider, or provide another advance payment method, including ACH or check, approved by Provider in writing. Provider may at any time and without notice suspend Services for nonpayment of any amounts due hereunder.
- Any invoices presented to Client by Provider shall be deemed conclusively correct and shall constitute an account stated, unless a specific, reasonably detailed written objection is made thereto by Client and provided to Provider within thirty (30) days from the date of the applicable invoice.
- An interest charge of 1.5% per month (or the maximum rate allowable by applicable law, if lower) will be added to accounts not paid within thirty (30) days of invoicing.
- Provider reserves the right to terminate this Services Agreement, or any or all Services hereunder, at any time without notice, if Client fails to pay an amount when due (including within five (5) days of notice that a credit card or other payment method provided to Provider for payment did not process) or commits any other breach of this Services Agreement. In the event of such termination, in addition to all other amounts due hereunder, Client agrees to immediately pay Provider the greater of (as determined by Provider) (a) all unpaid amounts (including all fees, costs and expenses) for the terminated Service(s) from the Start Date through the full contracted term of such Services ordered by Client hereunder (as if such Services were not terminated) or (b) the short rate for all such Services provided by Provider (including the difference between the short rate for Services provided by Provider and the discounted contracted rate in this Services Agreement, even if such Services have already been paid for by Client).
- LIMITATION OF LIABILITY: CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER AND ITS SERVICE PROVIDERS AND CONTRACTORS (A) SHALL NOT BE LIABLE TO CLIENT FOR ANY LOST REVENUE, LOST BUSINESS, LOST PROFITS, LOSS OF INFORMATION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THE SERVICES CONTRACTED FOR HEREUNDER. EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THE SERVICES CONTRACTED FOR HEREUNDER, OR UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE AMOUNT PAID OR DUE TO PROVIDER FOR THE SERVICES CONTRACTED FOR HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM, AND (C) SHALL NOT BE LIABLE FOR ANY LOSSES OF ANY KIND INCURRED OR ALLEGED BY ANY OF CLIENT’S ADVERTISERS, CLIENTS OR CUSTOMERS.
- CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER HAS NOT MADE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE EXPECTED BENEFITS, PROFITABILITY OR EFFECTIVENESS OF THE PRODUCTS AND SERVICES ORDERED HEREUNDER, NOR CAN THEY DO SO. SUCH PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
- Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party. In such event, an affected Party’s performance shall be excused and the time for performance shall be extended accordingly, provided that such Party immediately takes all reasonably necessary steps to resume full performance.
- Client shall not, directly or indirectly, resell, assign, or transfer any of its rights or obligations hereunder (including, without limitation, by sale, merger, operation of law or otherwise), and any attempt to resell, assign, or transfer such rights or obligations without Provider’s prior written approval will be null and void. This Services Agreement is binding upon and inure to the benefit of the Parties and their respective permitted transferees, successors, and assigns.
- If any provision of this Services Agreement is held to be unenforceable, such provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect.
- All rights and remedies under this Services Agreement are cumulative.