DistributorCentral Advertising Terms & Conditions

The Advertising Contract (“Contract”) that you have signed with DistributorCentral is made subject to these Advertising Terms & Conditions (“Terms”). 

Advertising Contract: The Contract and these Terms form a legally binding contract (collectively, the “Agreement”) between the advertiser (“Advertiser” or “You”) and DistributorCentral. Both Advertiser and DistributorCentral may be referred to herein individually as a “Party” or collectively as the “Parties”. If You are accepting the Agreement on behalf of your employer or another party, You represent and warrant that (i) You have full legal authority to bind all of the individuals or entities that will be using our advertising services, (ii) You have read and understand these the Contract and these Terms and (iii) You agree, on behalf of Yourself and any applicable third-party that you represent, to the Contract and these Terms. 

General Policy: DistributorCentral reserves the right to approve, reject, or cancel any advertisements at any time for any reason. Advertisers warrant and represent that they have the rights to all content displayed or distributed as part of their advertisements. 

Cancellation: Advertisers must provide written notice of cancellation of an advertisement 30 days before the advertisement's scheduled start date. Failure to do so will result in the advertiser remaining liable for the scheduled advertising even if the advertisement is not displayed.

Artwork Submission: Deadline for artwork submission is three business days before the run start date. Advertisers are responsible for submitting their advertising artwork by the deadline. While DistributorCentral may send reminders, it is not responsible for tracking down the artwork or taking steps to ensure that You do not miss deadlines for the advertisement to run on time. Advertisers who fail to cancel on time or fail to meet applicable deadlines, including the deadline to submit their artwork, will be billed for the advertisement even if it is not active or is not otherwise displayed.

Email Blast Services: DistributorCentral is not liable for the legality, quality, safety, or performance of products advertised in email blasts or on its website. Advertisers agree to indemnify DistributorCentral against any legal issues and cover any legal costs incurred in defense of any third-party claims asserted against it arising under or relating to Your advertisement. Email blast contracts last up to 12 months and must be utilized within that period; promotional offers may have shorter terms, which will be specified at the time of the offer.

Payment Terms: Advertising fees are invoiced in the month they are scheduled to run. Email blasts are billed monthly based on the contract length and included in the monthly invoice. Invoices are issued around the 5th of each month, with payments due by the 15th. Payments become past due after 30 days. Advertisers with outstanding invoices must pre-pay for any new advertising services. You agree that you will be liable for and reimburse us for any expenses or costs that we incur collecting the amounts owed pursuant to these Terms, including attorneys’ fees or fees that we incur for a collection agency.

LIMITATIONS OF LIABILITY. YOU WAIVE AND RELEASE DISTRIBUTORCENTRAL, ITS OWNERS, OFFICERS, AND EMPLOYEES FROM LIABILITY FOR ANY PAST, PRESENT, OR FUTURE INCIDENTAL, CONSEQUENTIAL, NOMINAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR THE ADVERTISING SERVICES, INCLUDING ATTORNEYS FEES, INDEMNIFICATION, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. YOU AGREE THAT THE ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS BROUGHT AGAINST DISTRIBUTORCENTRAL, ITS OWNERS, OFFICERS, OR EMPLOYEES RELATING TO THE ADVERTISING SERVICES AND/OR THESE TERMS, INCLUDING ATTORNEYS’ FEES, SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID DISTRIBUTORCENTRAL FOR ADVERTISING IN THE 12 MONTH PERIOD PRECEDING THE CLAIM. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT FOR ADVERTISING SERVICES.

Indemnification. You agree to indemnify, defend and hold DistributorCentral and its affiliates and their respective officers, directors, employees and agents harmless from and against all claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising from or relating to this Agreement or the advertisement. The limitation of liability provisions in the Agreement do not apply to Your indemnification obligations. 

Governing Law and Venue. The Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in Dallas, Texas. You agree to waive your right to a trial by jury.

Assignment. Advertiser may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of DistributorCentral. 

Severability. If any provision or portion of the Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

Entire Agreement; Modification. This Agreement shall be the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. 

Arbitration. Other than claims asserted by DistributorCentral to collect funds due under the Agreement and proceedings before administrative law tribunals (e.g., inter partes review before the Patent Trial and Appeal Board), any dispute, controversy or claim arising out of or related in any manner to the Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in Dallas, Texas. The arbitration shall take place before a panel of one (1) arbitrators sitting in Dallas, Texas. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes between the Parties in accordance with the laws of the State of Texas, including whether the dispute is subject to this arbitration provision or is otherwise required to be arbitrated by either Party. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. Any claim shall be brought individually on behalf of the person or entity seeking relief, not on behalf of a class or other persons or entities not participating in the arbitration, and shall not be consolidated with the claim of any person who is not asserting a claim arising under or relating to this contract. The arbitrators shall determine whether a given dispute between the Parties is required to be arbitrated subject to this section. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction in Dallas, TX if in its reasonable judgment such action is necessary to avoid irreparable harm. The arbitrator will make the initial determination as to whether any claim is subject to arbitration. Notwithstanding any language to the contrary in this Agreement, the parties hereby agree that any award issued by the arbitrator (the Underlying Award”) may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.