Thank you for supporting the San Diego Tourism Authority's advertising programs. Please review and complete these Terms & Conditions so we may initiate your campaign.
Billing arrangements indicated in signed agreements may not be altered without written consent of all Parties to this agreement.
The San Diego Tourism Authority (SDTA) reserves the right to refuse to sell additional advertising to any advertiser delinquent 60 days or more on payments due on this agreement or any other previous agreements with SDTA.
Terms and Conditions
1. This agreement is governed by the following terms and conditions of the San Diego Tourism Authority (SDTA.) No other conditions, provisions, or terms of any sort appearing in any writing or other communications made in connection with orders for advertising, including without limitation those contained on or accompanying checks or other forms of payment, shall be binding upon SDTA, whether in conflict with or in addition to these terms and conditions. This contract shall cover only the advertising of the firm signing this agreement or as signed by its duly authorized agent (the “Agency”).
2. SDTA reserves the right to alter or reject any advertisement that contravenes SDTA' general rules for acceptance of advertising, or that, in the opinion of SDTA, may expose SDTA to any liability. Failure by SDTA to exercise this right will in no way relieve Advertiser of its responsibilities under Sections 8(a) and 8(b).
3. SDTA’ offer to publish advertisements for Advertiser is made on these standard terms and conditions only, and the placement or other communication of an order for advertising with SDTA shall constitute Advertiser’s unconditional acceptance of these standard terms and conditions. SDTA reserves the right to reject or cancel any advertising at any time in its sole discretion. Failure by SDTA to publish any requested advertisement shall constitute rejection of the order for such advertisement, but does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.
4. Placement of an advertisement constitutes a specific representation by the person ordering or authorizing the advertising that the Advertiser is not insolvent and that such advertising will be paid in full. All advertising charges are to be paid in full in U.S. currency at the time an order is placed unless credit is extended upon approval of SDTA, in its sole discretion. Orders are subject to any applicable state and local taxes. The Advertiser shall be responsible for paying any sales or use tax imposed at any time whatsoever on the display of the advertising materials. Delinquent accounts are subject to monthly interest and service charges at the rate of 1 1/2% per calendar month (18% per annum, or the maximum amount allowed by law, whichever is less) on the unpaid balance, plus collection costs (including, without limitation, reasonable attorneys' fees), until paid in full. If any bill becomes delinquent, SDTA reserves the right to suspend further advertising or cancel this agreement. In such event, all charges for advertising prior to cancellation shall become due and payable.
5. The Advertiser acknowledges and agrees that SDTA may terminate this agreement and remove the Advertiser's advertising materials if SDTA believes in its sole discretion that such advertisement may be in violation of Paragraph 2 above or Paragraph 8 below. In the event of such termination, SDTA shall be entitled to receive full payment for all charges incurred through the date of termination. Sections 8(a), 8(b), 8(c), 8(d) and 9 shall survive the termination of this Agreement.
6. SDTA reserves the right to revise advertising rates upon 30 days' written notice to the Advertiser. In this event, the Advertiser may terminate the agreement without penalty by written notice on the Advertiser's letterhead received at least fourteen (14) days prior to the effective date of the revised rate.
7. The Advertiser agrees that SDTA' liability for any error in the advertising shall not exceed an amount equal to the proportionate charge for the specific item of advertising. If SDTA is unable to provide advertising on any day specified in this agreement due to a system or transmission failure, a failure due to the absence of available placement location in accordance with the schedule set forth on the reverse side of this agreement, or for any other reason beyond its control, such failure to provide the advertising will not constitute a breach of this agreement. Provided that such failure to display the advertising is not caused by an act or omission of the Advertiser, SDTA shall offer Advertiser equivalent display dates upon mutual agreement. In the event that SDTA is unable to provide the advertising on the schedule set forth on the reverse side of this agreement by reason of an act or omission of the Advertiser, SDTA shall be entitled to full payment or all charges for such advertising.
8. (a) The Advertiser represents and warrants that any advertising submitted is truthful and will not: (i) violate any international, federal, state or local law or regulation; (ii) infringe any copyright or trademark or other proprietary rights of any third party; (iii) in any way violate or infringe upon any party's privacy right, right of publicity, or any other right of any person or entity; or (iv) contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, libelous or defamatory. (b) The Advertiser shall defend, indemnify and hold SDTA, its officers, directors, employees, sales representatives and agents, harmless from any and all claims, losses, judgments, fees and liability (including reasonable attorney fees) for libel, slander, illegal competition or trade practice, infringement of trademarks or trade names, violations of rights of privacy and infringement of copyrights and proprietary rights, or violations of state or federal or international laws prohibiting false, fraudulent, deceptive or misleading advertising which arise in connection with, result from or are related in any way to the advertising which is the subject of this application, together with expenses, attorneys' fees and court costs incurred in connection therewith. (c) Advertiser warrants and represents to SDTA that each hypertext link included or Internet site identified by URLs in advertisements: (i) is controlled by Advertiser and operated by Advertiser and/or its independent contractors, (ii) will be functional and accessible at all times, and (iii) is in compliance with all applicable laws and regulations, and suitable in all respects to be linked to and from SDTA’ site containing the advertisement. SDTA may test Advertiser’s hyperlink or URL and in SDTA’ sole discretion may remove any hyperlink or URL at any time that fails to comply with the above requirements. Advertiser acknowledges and agrees that SDTA is not responsible for and cannot control the content of e-mail messages or fax messages sent to Advertiser by third parties who access Advertiser’s web site by linking from www.sandiego.org. (d) NO REPRESENTATIONS OR WARRANTIES; NO DAMAGES. SDTA’ SERVICES THAT ARE THE SUBJECT OF THESE TERMS AND CONDITIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY NATURE, AND SDTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SDTA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IF SDTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SDTA BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY SDTA FROM ADVERTISER FOR THE ADVERTISEMENT(S) AT ISSUE.
9. This agreement constitutes the full and complete understanding of Advertiser and SDTA as to the subject matter hereof and may not be altered or modified, except by written amendment which is duly executed by both parties. Further, this agreement shall be construed and governed in accordance with the laws of the State of California, excluding the application of its conflicts of law rules and Advertiser (and Agency) consents to the exclusive jurisdiction and venue of the courts in the county of San Diego, California. No joint venture, partnership, employment or agency relationship exists between Advertiser and SDTA. Advertiser and SDTA agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms. SDTA may send electronic mail to Advertiser for any notices or communications. All notices to SDTA regarding any legal claims or matters must be made in writing to SDTA at the address set forth on the cover page of this agreement.
