These Advertising Terms and Conditions (“Agreement”) govern the placement of advertising (“Ads”) by the advertiser (“Advertiser”) on websites, applications, or other properties owned or operated by Project Casting LLC (“Project Casting”). By submitting an Insertion Order or otherwise placing Ads with Project Casting, Advertiser agrees to be bound by this Agreement.
1. Insertion Orders (“IOs”)
1.1 IOs
From time to time, Advertiser may submit IOs specifying:
- Ad Placement: Details of where the Ads will appear on Project Casting’s platforms (“Services”).
- Deliverables: Type and quantity of advertising inventory purchased (e.g., impressions, clicks, actions).
- Fees and Rates: Applicable charges and payment terms.
- Campaign Dates: Start and end dates of the advertising campaign.
- Targeting Criteria: Specific audience segments or demographics.
- Third-Party Tracking: Any third-party tracking mechanisms, if applicable.
1.2 IO Effective Date and Modifications
An IO becomes effective upon acceptance by Project Casting. Any changes to an IO must be agreed upon in writing by both parties.
2. Advertising Agencies
If Advertiser is an advertising agency or acting on behalf of a third-party advertiser (“Client”), the following terms apply:
2.1 Authority
The agency represents and warrants that it has the authority to bind the Client to this Agreement and that the Client has agreed to these terms.
2.2 Liability
The agency agrees to be jointly and severally liable for any breach of this Agreement by the Client.
3. Advertising Content and Deliverables
3.1 Placement of Ads
Project Casting will use commercially reasonable efforts to deliver Ads in accordance with the IO.
3.2 Changes to IOs
Advertiser may request modifications to the IO, such as changes in targeting or budget reallocations, subject to Project Casting’s approval.
3.3 Technical Specifications
Project Casting will provide technical specifications for Ads. Advertiser is responsible for submitting Ads that comply with these specifications.
3.4 Ad Content
Ads must comply with Project Casting’s Advertising Policies and all applicable laws and regulations.
3.5 Promotions and Offers
If Ads involve promotions, contests, or offers (“Promotions”), Advertiser is solely responsible for compliance with all applicable laws and for fulfilling any obligations to users.
3.6 Tracking and Reporting
If third-party tracking is used, Advertiser must ensure such tracking complies with Project Casting’s policies and does not interfere with the Services.
3.7 Performance-Based Advertising
For performance-based campaigns (e.g., cost-per-click), Project Casting’s tracking and measurement will be controlling.
3.8 Under-Delivery and Makegoods
In the event of under-delivery, Project Casting may offer a “makegood” by extending the campaign or providing alternative placements. Advertiser’s sole remedy for under-delivery is limited to such makegoods.
4. Payments and Reporting
4.1 Payments
Advertiser agrees to pay all fees specified in the IO. Unless otherwise specified, payments are due within thirty (30) days from the date of invoice.
4.2 Reporting
Project Casting will provide Advertiser with reporting on campaign performance, as agreed upon in the IO.
4.3 Taxes
All fees are exclusive of taxes. Advertiser is responsible for any applicable taxes.
5. Termination
5.1 Termination for Breach
Either party may terminate this Agreement or any IO upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days.
5.2 Effect of Termination
Upon termination, Advertiser will pay for all Ads delivered up to the effective date of termination.
6. Control of Services
6.1 Service Design and Functionality
Project Casting reserves the right to redesign or modify the Services at any time. Project Casting does not guarantee the placement or performance of any Ads.
6.2 Rejection or Removal of Ads
Project Casting may reject or remove any Ad at its sole discretion, including for violation of policies or for any other reason.
7. Licenses and Intellectual Property
7.1 License to Use Ads
Advertiser grants Project Casting a non-exclusive, royalty-free license to use, reproduce, and display the Ads on the Services.
7.2 Publicity
Unless otherwise agreed, neither party will use the other party’s name, trademarks, or logos without prior written consent.
7.3 Reservation of Rights
Except as expressly provided, neither party grants the other any rights or licenses in its intellectual property.
8. Confidentiality
8.1 Definition
“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement.
8.2 Obligations
Each party agrees to protect the other’s Confidential Information and not to disclose it to third parties without consent.
8.3 Exceptions
Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party.
9. Representations and Warranties; Indemnification
9.1 Representations and Warranties
Each party represents and warrants that it has the authority to enter into this Agreement.
Advertiser further represents and warrants that:
- Compliance: Ads comply with all applicable laws and regulations.
- Rights: Advertiser has all necessary rights and permissions to use the content in the Ads.
- No Infringement: Ads do not infringe on any third-party rights.
9.2 Indemnification
Advertiser agrees to indemnify, defend, and hold harmless Project Casting and its affiliates from any claims arising out of or related to the Ads, including but not limited to claims of intellectual property infringement or violation of laws.
10. Limitation of Liability
10.1 Exclusion of Damages
Except for breaches of confidentiality or indemnification obligations, neither party will be liable for any indirect, incidental, consequential, or punitive damages.
10.2 Cap on Liability
Project Casting’s total liability under this Agreement shall not exceed the amounts paid by Advertiser under the applicable IO.
11. Force Majeure
Neither party will be liable for delays or failure to perform due to causes beyond its reasonable control, such as natural disasters, acts of government, or technical failures.
12. Dispute Resolution
12.1 Governing Law
This Agreement shall be governed by the laws of the State of [Your State], without regard to its conflict of laws principles.
12.2 Jurisdiction
Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [Your County], [Your State], and the parties consent to the exclusive jurisdiction of such courts.
13. Miscellaneous
13.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.2 Amendments
No modification of this Agreement will be effective unless in writing and signed by both parties.
13.3 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all assets.
13.4 Notices
Notices under this Agreement must be in writing and delivered to the addresses specified in the IO.
13.5 Severability
If any provision of this Agreement is held invalid, the remaining provisions will remain in effect.
13.6 Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver.
13.7 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
By placing Ads with Project Casting, Advertiser acknowledges that it has read, understood, and agrees to be bound by these Advertising Terms and Conditions.