Agreement for Advertising with MJS Software, LLC
This contract outlines the terms and conditions for placing an automatically annually renewing Web Advertisement on one or more school websites operated by MJS Software, LLC and acknowledges your agreement to the following standard terms and conditions for submission of advertisement in any form (buttons, banners, text, images, etc.) and any other previously submitted proposals generated or developed by MJS Software, LLC on any site owned or licensed by MJS Software, LLC.
No other conditions than those set forth herein shall have any binding effect on MJS Software, LLC or any affiliates, associations or agreements that may have been previously made or currently exist now or in the future with MJS Software, LLC unless specifically agreed to in writing by MJS Software, LLC. Further, MJS Software, LLC will not be bound by conditions or any instructions of use that may be printed or visibly appear on any submitted order blanks or forms submitted by or on behalf of any organization expressing this interest in advertising with MJS Software, LLC. This contract will supersede all terms and conditions previously set forth between the advertiser’s organization and MJS Software, LLC for the purchase of advertisement. This contract will not supersede additional, different or non-mentioned terms or items in this contract that may be stated in any previous or current proposals, barters and other agreements that have been specifically generated, developed or proposed by MJS Software, LLC unless otherwise stated by MJS Software, LLC.
2. Scope of Services
MJS Software, LLC will display the purchased web advertisement in a location of MJS Software, LLC’s sole discretion on all public web pages on the advertiser’s school of choice with the school’s permission. The advertiser will provide the banner advertisement (978 x 63 size) for inclusion in their web advertisement. If Advertiser so chooses, MJS Software, LLC can provide example advertisements, wording and/or images for use on the advertisers behalf. This advertisement will rotate in a random order amongst any additional advertisers for that school and will start on the month and day of the advertiser’s choosing (a.k.a. Annual Cycle Start Date – ACSD). A school may sign up as many advertisers as they would like for any increment of time (per month or per year) depending on the school’s subscription period with MJS Software. – MJS Software receives an “advertisement processing fee” that is the greater of either 20% of the listing fee or $10 per listing. MJS will process all payments and forward the listing fee (minus any “advertisement processing fees”) to the organization (PTA, PTO, etc.) in accordance to the Advertisement Agreement Form submitted. – If a school does not possess the “Website Creator” module, MJS reserves the right to place advertisements, at its sole discretion, on the “Basic Website” that is included with all packages.
All fees are due and charged to the advertiser’s account information on file upon the execution of this contract. Charges will be applied to the account on file ten (10) business days prior to the ACSD each year thereafter or until cancelled. If timely payment is not made as specified or payment is not obtainable due to insufficient funds or other reasons, MJS Software, LLC may immediately terminate this contract and advertiser may be liable for any expenses, legal or otherwise, incurred by MJS Software, LLC in the attempt to obtain payment. Interest of one and one half percent per month will accrue on any delinquent payments but will not exceed the lawful maximum. MJS Software, LLC will have the right to hold the advertiser’s organization, agency or legal representative jointly and severally liable for all amounts legally or rightfully due for all amounts due.
4. Modifications and Cancellations
MJS Software, LLC reserves the right to modify any of its menus or page structures, buttons, logos or text specifications that MJS Software, LLC deems necessary to the benefit of MJS Software, LLC’s web pages for site function, performance and appearance or to the benefit of any of its users. Any advertisement modifications or change orders submitted by the advertiser may incur charges of not less than $100.00 to cover webmaster time and expenses. This fee may also be applied to any time extension to the advertisement beyond the contract agreement, in which case a new contract for the new advertisement running time will be drawn up. Advertisement and/or contract cancellations, by any submitting business or organization for ads that have already been placed, must provide ten (10) business days written notice. Any payment obtained by MJS Software, LLC is non-refundable and non-recoverable in the event of cancellation for any reason at any time. It is the obligation of the advertiser to notify MJS Software (email@example.com) of their wish to stop or cancel their advertisement at least ten (10) business days prior to the renewal date.
MJS Software, LLC reserves the right, by its own sole discretion, to reject any advertisement, without liability, submitted that is deemed inappropriate or unacceptable for any reason for posting and/or publishing on any of its or affiliate’s web pages and may immediately terminate this contract if any change occurs in any applicable laws or regulations that would render MJS Software, LLC participation under this contract illegal or subject to legal challenge. MJS Software, LLC also reserves the right, by its own sole discretion, to reject, omit or terminate for any reason at any time with or without notice, any links, that may or may not have been previously accepted, acknowledged, posted and/or published that are, by MJS Software, LLC own sole discretion, deemed inappropriate or unacceptable.
6. Licenses and Indemnification
The advertiser, its organization or agency that represents the advertiser, represents that the advertiser is the legal owner, licensee or can demonstrate in writing the legal permission of the use of any and all material or subject matter submitted or expressed that is contained in the advertisement material to be posted on MJS Software, LLC web pages including, but not limited to, any and all copyrights or copyrighted material, patents, trademarks, logos, service marks, photos, names, pictures and/or characterizations of persons, testimonials or endorsements. In consideration of MJS Software, LLC acceptance of such material or subject matter for advertisement or postings on any of MJS Software, LLC web pages, the advertiser, its organization or agency will jointly and severally indemnify and hold MJS Software, LLC completely harmless against all loss, liability, expenses of any kind, legal or otherwise, arising as a result of MJS Software, LLC agreement and participation under this contract.
7. Limitation of Liability
MJS Software, LLC shall not be liable for any advertisement posted to any of its web pages that contain errors in content or omissions. It is the advertiser’s sole responsibility to verify the correctness and proper representation of any material or subject matter submitted for advertising and/or posting or published on any of MJS Software, LLC pages or that is actively present on any of those pages and to inform MJS Software, LLC of such errors and to provide a reasonable length of time for correction of said errors. MJS Software, LLC total liability, in the rare event that corrections were not performed after advertiser’s notice to MJS Software, LLC of any such errors and the for any such errors that were generated due solely to MJS Software, LLC performance in posting or publishing the advertisement under this contract will be the prorated cost of the advertisement for the length of time the error persisted in the current monthly billing cycle. This prorated cost of the advertisement does not extend to or include any reimbursements for ads placed through barter or other proposal agreements generated, developed or entered into by MJS Software, LLC. MJS Software, LLC will not be held liable in any way for any delays in the servicing or delivery of the advertisement in the event of any of the following: Act of God, any network or electronic difficulties or malfunctions, failure, disruption, interruption, delays or downtime, reliabilities or effectiveness of any of the MJS Software, LLC owned or licensed web sites, action by any government or military entity, strikes or transportation problems. UNDER NO CIRCUMSTANCES WILL MJS SOFTWARE, LLC BE LIABLE FOR ANY REASON FOR ANY POSSIBLE CONSEQUENTIAL, SPECIAL, DIRECT OR INDIRECT, INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATIONS, FOR ANY LOSSES IN INCOME OR PROFITS ARISING OUT OF, RELATED TO, DIRECTLY OR INDIRECTLY, OR AS A RESULT OF ENTERING INTO THIS AGREEMENT OR CONTRACT REGARDLESS OF ANY PREVIOUS NOTIFICATION, WARNING, ADVISEMENT OR POSSIBILITY OF SUCH DAMAGES.
8. Jurisdiction and law forum
This contract shall be construed and interpreted in accordance with the laws of the state of Arizona and with the same force and effect as if fully executed and performed therein without its conflicts of laws provision. Each party agrees that any action related to this agreement must be brought in to the exclusive jurisdiction of the state and federal courts sitting in the City of Tucson in the State of Arizona, and waives any jurisdictional, venue or inconvenient forum objections to such courts. This contract cannot be sold, assigned or in any way transferred by the advertiser, its organization, its representative agency or persons to any party. If any portion of this document is found to be legally unenforceable for any reason, the remaining portion will remain in full force and effect. This document represents the entire advertising agreement of all parties concerned. MJS Software, LLC shall not be bound in any way by the representations of any third party, representative agent or brokers.