THIS ADVERTISING AGREEMENT (the “Agreement”) is made between the American Apartment Owners Association (“AAOA”) and the vendor/advertiser (“Advertiser”). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
1. ADVERTISING. Any advertising submitted by Advertiser must be in form and substance acceptable to AAOA. AAOA reserves the right to reject any advertisement or change of advertisement without notice. AAOA may, at its sole discretion, reject, cancel or discontinue display of any advertisement of any Advertiser.
2. PAYMENT. Advertiser shall pay the fee set forth on the AAOA website or as agreed upon, in writing, between an authorized AAOA representative and advertiser. Advertiser shall pay the set fee, via credit card, or as agreed upon, in writing, between an authorized AAOA representative and advertiser.
3. INDEMNITY. Advertiser shall at all times defend, indemnify and hold harmless AAOA and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Advertiser’s advertisements served by AAOA pursuant to this Agreement and/or any materials to which users can link through those advertisements.
4. LIMITATION OF LIABILITY.
(a) UNDER NO CIRCUMSTANCES SHALL AAOA BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
(b) AAOA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE AAOA WEB SITE.
(c) IN NO EVENT SHALL AAOA BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO AAOA UNDER SECTION 2 ABOVE.
(d) AAOA WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION 4.
5. In the event AAOA suffers a server malfunction temporarily suspending its ability to keep its website available for public viewing and/or unable to send email blasts at a prescribed time, it is understood and agreed that such malfunction shall not invalidate this agreement.
6. This agreement is valid upon the vendor clicking the I have read and agree to this agreement option on the AAOA website. No other authorization to charge the advertiser’s credit card or accept the terms and conditions presented herein are required.
7. The Advertiser is solely responsible for any liability arising out of, or relating to the advertisement, and/or any material to which users can link through the advertisement. The Advertiser represents and warrants that any information found on URL’s hyper-linked from the advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, image, or other proprietary or confidential information or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.
8. All fees are payable in advance of the commencement of display of the advertisement. All advertisement fees are non-refundable. Advertiser understands that the advertisemt(s) placed are renewable upon expiration and shall be automatically charged to the credit card on file. Advertiser shall be notified, via email, approximately 30 days prior to any auto-renewal of the renewal charge, and shall have the option to reject the renewal at anytime prior to the renewal date. In the event the advertiser wants to cancel an auto-renewal charge after the 30 day notification period, advertiser shall pay the prorated amount of 1/12 of the annual cost of the advertisement multiplied by the number of months the advertisement has run since the renewal, rounded up to the end of the next month, plus a penalty equal to 25% of the annual charge.
9. This agreement and the aforementioned exhibit(s) constitute the entire agreement between AAOA and Advertiser. The laws of the state of Colorado shall govern any disputes arising out of this agreement.