Terms & Conditions

  1. INTRODUCTION AND DEFINITIONS. We provide you access to our products and services (the “Program”) for your use, subject to your acceptance of and compliance with these Terms and Conditions (the “Terms and Conditions“) and the terms and conditions of any applicable insertion order(s) (the “Insertion Order“) (collectively, the “Agreement“). In the Agreement, (i) “we,” “us,” and “our” mean Comet Media Inc. (“Comet Media“); (ii) “Comet Media Entities” are the Comet Media Companies and their officers, directors, consultants, contractors, agents, attorneys, employees, and third-party service providers; (iii) “you” and “your” mean the entity electronically accepting the Agreement, or the company named in an Insertion Order; (iv) “Information” is, individually and collectively, all information you provide, use, or approve in connection with our provision of the Program, including any communications, promotional material, products and services that you market, sell, or promote to potential customers obtained through the Program, or trademarks and copyrights; and (xi) “PII” means personally identifiable information. Terms used but not defined herein have the meanings given to such terms in any Insertion Order, as applicable. Terms used in any Insertion Order, but not defined therein, have the meanings given to such terms in these Master Terms and Conditions. All definitions apply both to their singular and plural forms, as the context may require.
  2. CHARGES, FEES, AND PAYMENT. For any Program in which you enroll, you will pay us for all charges and fees you incur in connection with each Program in the currency indicated by us. Our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. We will either bill your Payment Method for all such charges and fees in connection with each Program or, if we have determined you may be billed on an invoice basis, we will submit an invoice to you at the e-mail or mailing address on the Insertion Order, and you will pay all undisputed charges in full within 5 days of the invoice date. If we agree to your request to send an invoice to a third party on your behalf, such third party will timely pay the invoice, and if such party does not pay the invoice, you will immediately pay all such amounts. You may also be required to pay a deposit under the terms of the Insertion Order. All payments of service fees, unused promotional credits, and deposit(s) are non-refundable and our property. Any disputes about charges to your account(s) must be submitted to us in writing within 10 days of the date you receive an invoice, otherwise you waive such dispute and such charge will be final and not subject to challenge. If you fail to make any payment as set forth herein, you will pay all reasonable expenses (including attorneys’ fees) incurred by us in collecting such charges. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to us hereunder. Accounts with no activity for more than 24 months will be closed by us and will be assessed an account closing fee not to exceed U.S. $100 and any balance in the account will become our property and be released to us.
  3. ACCESS. You will not: (i) engage in any communications or marketing prohibited by applicable federal or state laws and regulations with any potential customers obtained through the Program; (ii) interfere or attempt to interfere with the proper working of the Program; (iii) forward or transfer calls with potential customers obtained through the Program or otherwise make service through the Program available to third parties; (iv) make available to us any PII of visitors, users, potential customers, or customers obtained through the Program(s). You will promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us. You are liable for the acts and omissions of your employees, agents, and/or representatives in connection with the Program. We reserve the right to modify or discontinue offering any Program or part thereof. Your Information, Promotions (if applicable), and ads must comply with our policies and specifications, which we may change from time to time.
  4. YOUR SITE AND INFORMATION. We are not responsible for any aspect of your or any third-party website(s) or Information. You represent, warrant, and covenant that: (i) all Information is, and will be updated to remain, current and accurate, and incompliance with all applicable laws and regulations; and (ii) your Information is either original to you or you have secured all necessary rights and licenses, and you are responsible for all royalties, payments, and fees with respect thereto.
  5. USE OF INFORMATION.  In order to participate in any Program, you grant Comet Media a non-exclusive, royalty-free, worldwide license to use your Information to provide Program services. Comet Media may refuse, reject, cancel, or terminate your participation in the Program at its discretion at any time. We do not guarantee that you will be placed in any particular position, rank, or phone number with the Program.
  6. CONFIDENTIALITY. “Confidential Information” means any information disclosed to you by us, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us, (ii) becomes publicly known and made generally available after disclosure to you by us other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by us, as shown by your files and records. You will not at any time: (i) sell, license, or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement and who have a legitimate need to know such Confidential Information in connection with the Agreement), or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (i) you give us prompt written notice of such requirement prior to such disclosure, (ii) at our request, you assist us in obtaining an order protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain our personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to us, destroyed, or uninstalled immediately upon our request, or upon termination of the Agreement. Nothing contained in the Agreement will prevent a Comet Media from complying with applicable privacy laws and regulations. Notwithstanding anything to the contrary in the Agreement all data and information gathered or received by us in connection with providing the Programs may be shared with and used by Comet Media and/or certain selected third parties only in anonymous form. It may also be released by Comet Media to law enforcement, regulatory authorities upon legal request or pursuant to a subpoena. You may not issue any press release or other public statement regarding the Agreement, the Programs, or a Comet Media without our prior written consent.
  7. REPRESENTATIONS. You represent, warrant, and covenant that: (i) you have the right and/or authority to enter into the Agreement; (ii) you are a business, not a consumer, (iii) all Information is true and accurate and contains no false or reckless representations; (iv) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent marketing activities relating to any Program; (v) your Information, ads (including products and services referenced therein), the website(s) to which the ads link, all emails, newsletters, and other materials and technology in connection therewith, any tools or code you use or make available in connection with a Program, and/or any act or omission by you relating to a Program: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, regulation, or Comet Media policies or guidelines (collectively, “Laws“), (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, and (d) are not false, deceptive, or libelous; and (vi) you will not provide access to the Programs to anyone other than your employees, agents and representatives, who are required to follow the provisions of this Agreement.
  8. INDEMNIFICATION. You will indemnify, defend and hold harmless the Comet Media Entities and its directors, officers, employees, shareholders, representatives and agents (collectively, the “Comet Media Indemnified Parties”) and defend any action brought against any of the Comet Media Indemnified Parties for, from and against any claim, demand, cause of action, administrative action, sanction, liability or the like, including attorneys’ fees and fines, paid, incurred or suffered by or asserted against any of the Comet Media Indemnified Parties directly or indirectly (collectively, the “Claims”) (i) attributable to your breach of any representation, warranty or covenant set forth in these Terms and Conditions; (ii) arising out of your performance of, or failure to perform your obligations under, these Terms and Conditions; (iii) arising out of your use of the Comet Media Entities’ services or operation of your business; (iv) arising out of your negligence or willful misconduct, or (v) arising out of any Information or PII. The Comet Media Indemnified Parties shall control the defense of any Claims and all negotiations relative to the settlement of any Claim, provided that the Comet Media Indemnified Parties shall obtain your consent, which shall not be unreasonably withheld, regarding choice of counsel and any final settlement.
  9. WARRANTY DISCLAIMER.  The PROGRAMS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS AT YOUR OWN RISK. Except as otherwise expressly provided herein, WE and you DISCLAIM ON BEHALF OF EACH OF OURSELVES (AND in our case, ALL Comet Media entities) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
  10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,ANY LIABILITY OF THE COMET MEDIA ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WILL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO US PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL ANY COMET MEDIA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU WILL NOT HOLD COMET MEDIA RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
  11. TERMINATION. At any time, for any or no reason, you or we may terminate the Agreement and/or your participation in any Program, and we may suspend or limit your participation in any Program or part thereof, including removing your ads. The Comet Media Entities will not have any liability regarding the foregoing decisions. Upon termination of any Program or the suspension or discontinuation of any Program or your participation therein, your outstanding payment obligations incurred under such Program will become immediately due and payable. Sections 2 and 6 through 10 of these Master Terms and Conditions will survive termination of the Agreement.
  12. NOTICES. We may give notices to you by emailing the address provided by you. You must ensure that your contact and account information are current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: General Counsel, Comet Media Inc., 1379 Dilworthtown Crossing #159 West Chester PA 19317
  13. CHOICE OF LAW; VENUE. The terms of the Agreement and any dispute relating thereto or between you and us will be governed by the laws of the State of Utah, without regard to conflict/choice of law principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah. Any claim against us will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.
  14. OTHER. The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Terms and Conditions or Insertion Order(s) will be binding on us unless expressly agreed to in writing by us. If there is a conflict between the Terms and Conditions and any Insertion Order, the conflict will be resolved according to the following order of precedence: (1) Insertion Order, and (2) Terms and Conditions. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 14 will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity. The Programs are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in the Programs. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. We may change the Agreement at any time by posting such on the applicable Comet Media website and such revised Agreement will supersede and replace the earlier Agreement. Services and obligations to be performed by us hereunder may be performed by other affiliated companies or third-party service providers.
  15. REPRESENTATIVE. If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Representative“), this Section applies, and in such case, “you” and “your” mean Representative, any Affiliates of Representative who execute an Insertion Order, together with Advertisers. “Advertiser” means an entity (including a sole proprietor) which is/will be enrolled in a Program by you.  a. Representative represents, warrants, and covenants that: (i) it is the authorized agent of the Advertiser and has the legal authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, (ii) by Representative executing an Insertion Order or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Agreement, (iii) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning any Program or Comet Media Entity, including that Representative is an affiliate or partner of a Comet Media Entity, (b) make any commitments (e.g., guarantees as to placement of ads) to an Advertiser or potential Advertiser regarding any Program, (c) negotiate any terms or conditions related to the Programs which may affect the rights, protections, and/or obligations of a Comet Media Entity, and/or that are inconsistent with the Agreement, or (d) engage in any telesales or telemarketing in connection with any Program, and (iv) Representative will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us. Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the Advertiser’s agent and authorizes Representative to act on the Advertiser’s behalf in connection with the Agreement. Representative will not at any time use data or information received in connection with the Agreement (a) to conduct any marketing efforts targeted at our existing advertisers, or (b) with an Advertiser other than the one in connection with which the data or information was received. b. Payment Liability. We will hold Representative liable for payments under Section 2, above, solely to the extent Representative has received payment from such Advertiser; for sums not received by Representative, we will hold the Advertiser solely liable (“Sequential Liability“); provided, however, if Representative breaches or allegedly breaches Section 15a.(i), above, or fails to comply with our request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to Section 2, above, Representative will be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Representative, including if we have not received payment for such Advertiser’s account within 60 days from the date of the applicable invoice.
  16. CONTRACT. a. By signing the Insertion Order, you accept these Terms and Conditions establishing a contract and the parties’ Agreement. Please print or save a copy of the Agreement for your records.