The Company (hereinafter “MD.com” or “Publisher”) is pleased to provide advertisers with display placement on MD.com (the “Site”). This program will enable the advertiser to appear on MD.com by purchasing impressions for a fixed fee.
1.1 "Publisher" means The Company.
1.2 "Advertiser" means the company identified on the Order Form.
1.3 "Insertion Order" means the advertising Order Form presented to Advertiser at checkout.
1.4 "Website" or “Site” means MD.com.
1.5 “Campaign” means banner advertisements, non-banner advertisements, customer profiles, and/or directory listings as detailed on the Insertion Order.
1.6 “Business days” means Monday to Friday, excluding US bank holidays.
1.7. “Rate Card” means the pricing per impression listed on the website at https://doctors.md.com/ premium/local-advertising
2.1 Publisher will accept debit or credit card payments at check out.
2.2 Publisher shall have the right to hold the Advertiser or its agent liable for such monies as are due and payable to Publisher for advertising which the Advertiser or its agent(s) ordered and which advertising was published and displayed.
3.1 Acceptance of advertising is subject to space availability upon receipt of Insertion Order by the Publisher.
3.2 All campaigns require an Insertion Order with accepted Terms and Conditions from the Advertiser.
4.1 Advertiser or its agent represent and warrant that:
a) they have the authority to enter into this Agreement and the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights; and
b) they have the right to use or display any logos, artwork, or other intellectual property provided to Publisher in connection with Advertiser’s advertisement;
4.2 Advertiser agrees to indemnify the Publisher forthwith on demand and hold the Publisher harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the Publisher in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement and/or any material of the Advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services.
4.3 Advertiser will defend or settle at its own expense any action or other proceedings brought against the Publisher that relates to the advertisement and/or any material of the Advertiser to which users can link through the advertisement. Publisher shall notify the Advertiser promptly of any such claim and shall permit the Advertiser to assume and control the defense of such action with Counsel chosen by the Advertiser (who shall be reasonably acceptable to the Publisher) and shall not enter into any settlement or compromise of any such claim without the Advertiser's prior written consent. Advertiser shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by the Publisher in any such action or proceedings.
5.1 Publisher reserves the right to re-design parts of or its website and to re-position advertising and sponsorship accordingly without prior notice.
5.2 Positioning of advertisements is at the sole discretion of the Publisher except where a request for a specific preferred position is acknowledged by the Publisher in writing. Material must be received by the agreed date, otherwise position may be lost, reduced or, in the case of directory listings or fixed position advertisements, the insertion term may be reduced.
6.1 Campaigns are based on a prepayment in exchange for services. Campaigns cannot be cancelled once paid and Terms accepted.
6.2 After a campaign has started all advertisements will run their contracted duration as per the Insertion Order.
7.1 Publisher reserves the right to reject or cancel any advertisement, Insertion Order, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by the Publisher, or reject any URL link embodied within any advertisement.
7.2 Publisher does not undertake to review the contents of any advertisements and any such review of, and approval by, the Publisher shall not be deemed to constitute an acceptance by the Publisher that such advertisement is provided in accordance with the terms of the Agreement, nor shall it constitute a waiver of the Publisher's rights hereunder.
7.3 Publisher makes no warranty, express or implied, as to the accuracy of any advertisement. In the event that any advertisement is inaccurate, the Advertiser's sole remedy is for the Publisher to remedy such inaccuracy within 2 business days of it being notified of the inaccuracy by the Advertiser.
7.4 The content of all advertisements incorporating data provided by a third party is not subject to the Advertiser's prior approval but no warranty is given by the Publisher with relation to the accuracy of such advertisements.
8.1 Publisher will notify the Advertiser by email that their advertisement has been added to the website.
8.2 The agreed duration will begin from notification by the Publisher.
8.3 Advertiser must notify the Publisher as soon as is reasonable by either email or fax of any inaccuracy or changes that need to be made to the campaign.
8.4 Publisher is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of the Publisher.
9.1 Advertising rates are subject to change upon notice from the Publisher. In the event of a rate increase during the period of the Insertion Order, the Advertiser will have the option to cancel the remaining period of the Insertion Order with one month's notice or as of the date of the rate increase, whichever period is the shorter, without penalty or continues the order at the revised rate. Page impression based campaigns are monitored and invoiced according to figures by the Publisher.
10.1 Publisher will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these terms and conditions for:
any economic losses (including without limitation loss of revenues, profits, contracts); or
any loss of goodwill or reputation; or
any special or indirect or consequential losses.
10.2 In any case whether or not such losses were within the contemplation of either party at the date on which the event giving rise to the loss occurred, suffered or incurred by a party arising out of or in connection with the provisions of any matter under these terms and conditions. In particular, and without limitation, the Advertiser acknowledges that the Publisher will not be liable for such losses whether arising from a failure to publish an advertisement, or from the inaccuracy of any data contained in any advertisements (whether such inaccuracy arises from any action, or failure to act, of the Publisher, the Advertiser or a third party).
10.3 Subject to the above, the liability of the Publisher in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these terms and conditions or the performance or observance of its obligations under these terms and conditions, and every applicable part of them shall be limited to the amendment of any inaccurate data in accordance with Section 7 above or in the event that the Publisher fails to electronically publish an advertisement, the Advertiser's sole remedy and the Publisher's entire liability to the Advertiser shall be limited at the Publisher's option to either a refund of the advertising fee or relevant portion thereof, or placement of the advertisement at a later time in a comparable position.
10.4 Advertiser acknowledges that any website on which an Advertisement is displayed is provided on an "as is" and "as available" basis without any representation or endorsement. The Publisher makes no warranties of any kind, whether express or implied, in relation to such website, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade or that the website will meet any requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs or are fully functional, accurate, or reliable.
10.5 Neither party shall be liable to the other for delay or default in the performance of its obligations under the terms of this Agreement if such delay is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications and server failures, network failures, electrical outages, government acts, acts of God or labor disputes.
11.1 Banner advertisements, logos and/or artwork must be delivered at least three (3) business days prior to the start of the campaign.
11.2 Publisher reserves the right to reject or remove from its Site any advertising materials, software code associated with the advertising materials if, in Publisher’s sole reasonable judgment do not comply with any applicable law, regulation or court order.
12.1 These terms and conditions (as amended from time to time) together with any document expressly referred to in any of the terms, contains the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or verbal information given by any party shall alter the interpretation of these terms and conditions. Each party confirms that, in agreeing to these terms and conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these terms and conditions and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of each party contained in this.
12.2 No conditions other than those set forth in the Insertion Order shall be binding on the Publisher unless specifically agreed to in writing by the Publisher.
12.3 No conditions other than those set forth in the Insertion Order or these terms and conditions shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the Insertion Order and these terms and conditions, these terms and conditions shall prevail.
12.4 The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impact the continuation in force of the remainder of these terms and conditions.
12.5 Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
12.6 This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the conflict of law principles thereof.
Last Updated on March 12, 2015.
