VISIT ORLANDO ADVERTISING TERMS & CONDITIONS

This Agreement between the Orlando/Orange County Convention & Visitors Bureau, Inc. (d/b/a “Visit Orlando”) and its members or customers (“Clients”) is for certain advertising services to be performed by Visit Orlando on behalf of the Client, as documented in an executed agreement or insertion order, or as otherwise accepted by Client, for which the Client agrees to pay Visit Orlando.

ARTICLE 1. TERMS OF PAYMENT.

1.1 In consideration for the performance of the advertising services by Visit Orlando, as set forth in an executed agreement or as otherwise accepted by Client, Client shall make payment to Visit Orlando for services rendered.

1.2 Billing for the Client will be invoiced upon publication. A 1% service charge will be added monthly to all accounts 30 days past due.

1.3 No cancellations of advertising will be accepted within 30 days of the published space reservation deadline.

1.4 Payment is due within 30 days of invoice.

1.5 Client, together with any party acting for or on behalf of Client (i.e., advertising agency), shall be jointly and severally liable for the timely payment of all fees payable hereunder. The failure by Client to timely remit payment to any party acting on Client’s behalf shall not excuse the obligation of either party to timely remit payment hereunder. Furthermore, failure by any party to pay Visit Orlando will not relinquish Client’s liability to pay for products/services provided.

1.6 Visit Orlando reserves the right to retain any amounts due to Client to offset any invoices more than 120 days past due.

ARTICLE 2. DISCLAIMER OF CONSEQUENTIAL DAMAGES; INDEMNIFICATION.

2.1 Neither Party shall in any action or proceeding, or otherwise, assert any claim for consequential damages against the Other on account of any loss, cost, damage or expense which a Party may suffer or incur because of any act or omission of the Other or its employees in the performance of the services specified herein and each Party hereby expressly waives all such claims.

2.2 Client assumes full and complete responsibility and liability for the content of all advertising copies submitted, printed and published and shall indemnify and save Visit Orlando harmless against any demands, claims, or liability resulting therefrom. The Client shall reimburse Visit Orlando of any amount paid by Visit Orlando in settlement of claims or in satisfaction of judgments obtained by reason of the contents of Client’s advertising copy, including all expenses incurred in connection therewith, including but not limited to, attorney’s fees and the cost of litigation.

ARTICLE 3. EXCUSE FOR NONPERFORMANCE.

3.1 Visit Orlando’s obligation to perform services hereunder shall be excused without liability when prevented by strike, act of God, governmental action, accident or any other condition beyond its reasonable control. Visit Orlando agrees to resume and/or complete the rendering of the advertising services as soon as practicable following cessation of any such condition.

ARTICLE 4. WARRANTIES.

4.1 Visit Orlando makes no warranties or representations as to increased business, favorable public reaction and/or positive response to any advertising provided or rendered. All implied warranties, including but not limited to implied warranties of merchantability and/or fitness for a particular purpose are hereby specifically excluded by Visit Orlando and waived by Client.

ARTICLE 5. ADVERTISING STANDARD.

5.1 Client agrees that it will not advertise in such a manner as to prejudice Visit Orlando or in any way, embarrass, compromise or subject Visit Orlando to ridicule. Client will send in all copy of advertisements, sale brochures and/or promotional literature pursuant to this advertising agreement to Visit Orlando for approval prior to publication or distribution, which approval shall not be unreasonably withheld. Visit Orlando reserves the right to refuse any advertising copy in its sole discretion, or disapprove any advertising copy in accordance with any rules Visit Orlando may now have, or may adopt in the future concerning acceptance of advertising material.

ARTICLE 6. GENERAL.

6.1 Assignment. This agreement will not be assigned by either party without the prior written consent of the other party. However, it shall be binding upon successors in interest. Notwithstanding the foregoing, without Visit Orlando’s consent, Client may assign this agreement to any party acquiring all or substantially of the assets or stock of Client.

6.2 Governing Law. This Agreement will be governed in all respects by the laws of the state of Florida.

6.3 Amendment. This Agreement, including the related executed agreements or insertion orders, may be amended only by an instrument of writing executed by the parties or their permitted assignees.

6.4 Notices. All notices pursuant to this agreement shall be in writing and delivered or mailed by first class mail, postage prepaid, to the attention of the person set forth on the reverse side of this agreement.

6.5 Complete Agreement. This Agreement, together with related executed agreements or insertion orders constitute, the entire agreement between the Client and Visit Orlando with respect to the subject matter contained herein and no representation or statement not contained in the main body of this Agreement, or such schedule, shall be binding upon Visit Orlando by Client as a warranty or otherwise. In the event of any conflict between the terms of the main body of this Agreement and any other related agreements and/or insertion orders, the terms of the main body of this Agreement shall govern.

6.6 Recovery of Costs and Attorney’s Fees. In the event Client should fail or refuse to pay for the services provided or rendered by Visit Orlando as provided herein, it agrees that Visit Orlando shall be entitled and may recover in such action the cost and expenses of any collection efforts and legal actions required, including a reasonable attorney’s fee.

6.7 All ads should be submitted via electronic media and accompanied by a SWOP certified proof. This will provide a hard copy from which to verify that artwork, fonts, and other elements in the advertisement output accurately. In absence of a SWOP certified proof, Visit Orlando cannot be sure of the advertiser’s intent and, therefore, will not in any way be held responsible for errors or omissions not documented by advertiser in their review of the Visit Orlando proof provided and will not refund or credit already agreed upon advertising rates or other amounts should unnoted errors be subsequently printed.

Please note that proofs printed on a laser or inkjet color printer, or any other device that is not calibrated to SWOP specifications, are not an accurate representation of final color.

IN WITNESS WHEREOF, the parties hereto have respectively caused this Agreement to be executed by their duly authorizes officers as of the day and year first written below. The terms and conditions above will be applicable for all advertising contracts and insertion orders during the calendar year for which this agreement applies.

(Updated March, 2016