THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE ADVERTISING ORDER (THE 'ORDER') AND ANY STANDARD ADVERTISING AGREEMENT BETWEEN THE AGENCY AND YOU ('ADVERTISER') ('ADVERTISING AGREEMENT').
The following Terms and Conditions govern the Advertiser's use of the Agency's services for directory advertising through the Agency's on-line directory advertising website (the 'Website'). By facilitating the placement and verification of Orders through the Website, the Advertiser agrees to be bound by these Terms and Conditions.
1. Advertising Orders. By verifying and accepting an Order through the Website, Advertiser requests and authorizes the Agency to insert Advertiser's advertising in various telephone directories, as specified on National Yellow Pages Service orders ("NYPS orders") and/or Program Summary ("NYPS Program Summary"). When such advertising is placed by the Agency and accepted by the Publishing Company, it will become a part of the Advertising Agreement. The Agency will continue such advertising in all subsequent issues of such directories in accordance with the provisions, until such advertising is canceled. Advertiser agrees that the Agency will be the exclusive provider of the National Yellow Pages Services.
2. Advertising Placement. The advertising placed is to appear at the Yellow Pages heading(s) in use which are generally descriptive of the commodity or service advertised; or in the White Pages section(s) as authorized in the NYPS orders. The Agency will hold all information regarding the Advertiser and its related companies on a strictly confidential basis and only material related to advertising data will be used for advertising purposes.
3. Order Verification and Placement Procedure. The Agency shall post the Advertiser's Orders on the Website and promptly notify the Advertiser electronically of the Orders posted. Advertiser shall verify its Orders posted on the Website and indicate its acceptance of the Orders by clicking on the button provided for the acceptance of the Order. No Order or other electronic data may be considered received or create any obligation on the part of the Agency until it is verified and accepted by the Advertiser and as such constitutes a valid contract. The Agency will transmit by return of a functional acknowledgement of any Orders duly verified and accepted. A functional acknowledgment shall constitute conclusive evidence that an Order has been properly received and duly authorized by the Advertiser.
4. System Operations and Communications. Each party shall be responsible for providing, installing, testing and maintaining its own computer hardware, software, and services, including communication services, that will be necessary in order to transmit and receive Orders and other electronic data pursuant to the Advertising Agreement. Neither party shall be liable for costs the other incurs to exchange Orders or other electronic data, or acts or omissions of any communications service provider.
5. Security Procedures. Each party shall establish adequate security products and procedures to control the transmission of Orders and other electronic data and ensure that all such transmissions are duly authorized. Each party shall establish adequate security products and procedures to protect the Orders and other electronic data from improper access and loss.
6. Passwords. Access to the Advertiser's information posted on the Website will be password protected. Advertiser will be assigned a default password which must be changed to their personal and confidential password upon logging into the system for the first time. Advertiser agrees to keep its password and the Agency's network procedures confidential in order to prevent unauthorized access to the Advertiser's posted information, to only disclose the password to employees on a need to know basis and to notify such employees of the requirement of confidentiality under the Advertising Agreement. Entry of the password will constitute Advertiser's electronic signature with verification and acceptance of an Order. Advertiser agrees to notify the Agency promptly of any unauthorized use of its password. Advertiser will be liable for any Orders placed with or other electronic data provided to the Agency until the Agency is notified of the unauthorized use of the password.
