Terms & Conditions

Definitions. "Content" means all materials provided or made accessible by Customer to InternetSalesMGR.com, including data, text, photos and images. "Materials" means all materials provided or made accessible by InternetSalesMGR.com or its licensors to Customer, including software, technology, trademarks, service marks, and other intellectual property, registered or not. "Product(s) and Service(s)" means, as applicable, the products and/or services and/or deliverables selected by Customer as set forth in the Order Form. "Site(s)" means the Web site located at www.InternetSalesMGR.com (and any natural evolution thereof) and any co-branded versions of the site.

Fees. Customer shall pay InternetSalesMGR.com the recurring and/or non-recurring fees specified in the Order Form within 30 days of receipt of invoice. If Customer fails to make payment within such period, InternetSalesMGR.com shall have the right to immediately terminate this Agreement. InternetSalesMGR.com reserves the right to increase the fees at any time upon 30 days prior written notice to Customer, provided Customer shall have the right to terminate the Agreement by giving InternetSalesMGR.com written notice during such 30 day notice period.

Term and Termination. The initial term for each Product and Service shall commence upon its delivery to Customer and shall continue for 12 months, unless otherwise specified in the Order Form. Each term shall automatically renew thereafter for equivalent periods unless either party provides written notice to the other party at least 30 days prior to the expiration of the then-current term. Either party may immediately terminate this Agreement in the event the other party commits a material breach of this Agreement and such breach is not cured by the breaching party within 30 days of its receipt of notice of such breach from the non-breaching party.

Content. Content (in the form delivered to InternetSalesMGR.com) will remain the sole and exclusive property of Customer. InternetSalesMGR.com will not resell or remarket Customer's customer list to third party vendors, but may aggregate data for research and commercial purposes. Customer grants InternetSalesMGR.com a royalty-free, transferable, perpetual license and right to edit, modify, adapt, translate, publish, use, sell, copy, distribute, transmit, broadcast, perform and display publicly, and prepare derivative works of, and otherwise use Content. InternetSalesMGR.com will be the sole and exclusive owner of materials derived from Content. InternetSalesMGR.com reserves the right to modify the Sites, or to edit or reject any Content from use on the Sites.

Products and Services. Materials, including improvements or modifications thereto, will remain the sole and exclusive property of InternetSalesMGR.com or its licensors. InternetSalesMGR.com grants to Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Materials solely in connection with use of the Products and Services. Customer shall not use or permit the use of the Products and Services except as authorized by InternetSalesMGR.com.

Representations. Each party represents and warrants to the other party that it has the right and full power and authority to enter into this Agreement, and to grant the rights granted herein and fully perform its obligations hereunder. Customer represents and warrants to InternetSalesMGR.com that Content does not and will not contain any materials that are inaccurate or infringe on or violate any applicable law or right of a third party.

Indemnification. Customer agrees to defend, indemnify, and hold InternetSalesMGR.com, its members, directors, officers, employees and agents, harmless from and against any action brought against such parties, or any one of them, with respect to any claim, suit, proceeding, demand, cause of action, debt or liability, including reasonable attorneys' fees, arising out of any breach of Customer's representations, warranties, covenants or agreements hereunder, or use of the Content.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS AND SERVICES FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED ABOVE, INTERNETSALESMGR.COM SHALL NOT BE LIABLE FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURRED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OTHER THAN IN CONNECTION WITH A BREACH OF INTERNETSALESMGR.COM'S REPRESENTATIONS AND WARRANTIES HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, OR OTHER INJURY, DAMAGE OR DISRUPTION OF SERVICE. IN NO EVENT SHALL INTERNETSALESMGR.COM BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT. IN ANY EVENT, THE LIABILITY OF INTERNETSALESMGR.COM TO CUSTOMER UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE PREVIOUS 12 MONTHS. INTERNETSALESMGR.COM MAKES NO GUARANTEES WITH RESPECT TO THE EFFECTIVENESS OF THE PRODUCTS AND SERVICES.

Confidentiality. Any information relating to or disclosed in the course of this Agreement by either party to the other party, which is or should be reasonably understood to be confidential or proprietary to the disclosing party shall be deemed confidential information and shall not be used or disclosed by the receiving party without the disclosing party's prior written consent.

General. InternetSalesMGR.com's obligation to perform its obligations is subject to credit approval of Customer. Each party shall be and act as an independent contractor. This Agreement contains the entire agreement of the parties regarding the subject matter hereof. No modification to this Agreement shall be valid unless in writing and signed by the parties. Neither party shall be liable to the other party by reason of a force majeure. This Agreement shall be governed by the law of Kentucky, without reference to its conflict of laws rules. The jurisdiction and venue for all disputes hereunder shall be Louisville, Kentucky. This Agreement is not assignable by Customer. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision shall be eliminated and the remaining provisions shall remain in full force and effect.

This is a legally binding agreement, please print a copy for your records!

 

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Testimonials

  • Rick Baker, former CEO Rovion explains, "In addition to ease of use, the reporting features for managers are terrific. Among the many great reports, it specifically allows managers to see online ad sales productivity simply by logging on. I would recommend InternetSalesMGR.com to any local media outlet, newspaper, radio and TV station."
  • Jerry Fox, former VP/GM WTVQ, ABC in Lexington, KY says, "InternetSalesMGR.com is just what any broadcast station needs to increase its online ad revenue. The system makes it easy for AEs to sell the Web while maximizing rates."
  • Jeb Baker, former Sr. VP and COO The Axcess Group cites, "Many local AEs are confused about the plethora of online ad formats, features and rates. InternetSalesMGR.com simplifies the process so AEs sell more. The service also allows managers to 'manage' their Web site inventory."