Metamandrill.com Advertising Terms and Conditions

The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the Insertion Order submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Advertiser Agreement”.

This Agreement is entered by and between Metamandrill.com (Owned and operated by MOI online) and the company named as an advertiser in the Insertion Order (“Advertiser”) and/or the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.

1. Invoices

Invoices will be sent by Metamandrill.com as dictated in the payment schedule in your Media Plan, or otherwise from time to time according to Metamandrill.com’s normal billing procedures. Invoices will be sent by e-mail to the billing contact of the Advertiser or Agency, as applicable and as set forth in the Media Plan. Failure by Metamandrill.com for whatever reason to send a timely invoice will not affect Advertiser’s obligation to pay for any Ads placed in accordance with the Media Plan.

2. Cancellation

Subscriptions can be canceled by both parties, 14 days prior to the end of the subscription date. After the cancellation of the membership, the knowledge and news articles will remain published on Metamandrill.com, as long as MOI Online (Owner Metamandrill.com) owns and operates the website. All advertiser branding & listenings (Logos, name, etc.) will be removed through the entire website. The Expert Solution Partner Page including all company information and all advertiser/ partner resources like ebooks, reports, etc. will be removed from the website. Opportunities to cancel subscriptions or media placements once one is ordered and terms & conditions are accepted are limited.

3. Content Credits

One (1) credit lets you publish a “knowledge base” article, an item in the newsletter, or a resource like an ebook, report, etc. Additional content credits may be obtained if you run out of content credits when your subscription has not yet expired. The content credits that are not used at the end of your subscription shall remain valid if you renew your current or upgrade your subscription before the expiry date of your subscription. A maximum of 5 credits can be transferred to the renewed subscription period. Knowledge and news articles will remain published on Metamandrill.com, as long as MOI Online (Owner Metamandrill.com) owns and operates the website. Resources like ebooks, reports, etc. will be removed from the website after a period of 2 years, when the membership ends, or when the content is not relevant anymore.

4. Terms of Payment

Payment is due within fourteen(14) calendar days following the date of invoice, unless Metamandrill.com expressly agrees otherwise in the Insertion Order. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by Metamandrill.com shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise, and other taxes which may be levied upon either party in connection with this Advertiser Agreement, except for income taxes.

Should the advertiser have any other outstanding and overdue amounts owed to Metamandrill.com for any other service or products, amounts paid for an advertisement may be applied to such other debts, at the discretion of Metamandrill.com.

5. Payment Liability

In the case of any Agency listed on the Insertion Order, Metamandrill.com will hold Agency and Advertiser jointly and severally liable for payments. Should sum not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Upon Metamandrill.com’s request, the Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgment that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions.

6. Delivery of Advertising Materials

The Advertiser will, at its sole cost and expense, create and deliver all advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by Metamandrill.com. If the delivered Advertising Materials do not conform to Metamandrill.com’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then Metamandrill.com, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, Metamandrill.com may begin to charge the Advertiser on the Insertion Order start date on a pro-rata basis based on the full Insertion Order for each full day the Advertising Materials are not received. All content (E.g. Knowledgebase articles, GiveAways, resources) must comply with Metamandrill.com’s guidelines.

7. Advertiser and Agency Representations and Warranties

The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency hereunder and any material to which users can link through such Ad (“Linked Content”). The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws, and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses or other similar harmful or deleterious programming routines.

8. Disclaimer of Warranties

Metamandrill.com provides its publications, websites, and services on an “as is” and “as available” basis, without any warranty of any kind. in the event of any error or malfunction in the display or distribution of any ad, Metamandrill.com’s sole obligation will be to reprint or re-display the ad as soon as reasonably practicable. Metamandrill.com disclaims any and all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from a course of dealing or course of performance and expressly excludes all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law.

9. Limitations of Liability

In no event shall Metamandrill.com be liable for any loss of profits, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges or expenses arising out of or in connection with this advertiser agreement including any insertion order (even if Metamandrill.com was advised of the possibility of any of the foregoing). under no circumstances shall Metamandrill.com be liable to the advertiser, agency, or any third parties for an amount greater than the amounts received by Metamandrill.com under the relevant insertion order in relation to which such liability may arise. in lieu of a refund, Metamandrill.com shall be permitted to cause the placement of “make-good” advertising, if the “make-good” advertising is provided within a reasonable period of time after the liability has accrued.

10. Indemnity

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless Metamandrill.com and its affiliates, directors, officers, agents, and representatives for and from any claims, liabilities, losses, costs, and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end-user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order.

11. Miscellaneous

This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed in accordance with Dutch law, where Metamandrill.com is located. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

For any questions, please contact:

Metamandrill.com (Owned and operated by MOI Online)
Brederoplein 3
3521 XA Utrecht
The Netherlands
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