Terms and Conditions

Please read these Terms and Conditions (these “Terms”) carefully. They explain your rights and obligations regarding use of the Spot Runner Service and constitute a binding agreement between you and Spot Runner, Inc. ("Spot Runner"). By accepting these Terms, you are deemed to be a customer of Spot Runner and acknowledge and agree to be bound by and comply with all of these Terms, Spot Runner's Privacy Policy, which may be found at http://www.spotrunner.com/policies/privacy.aspx, and Spot Runner's "Advertising Policies and Guidelines," which may be found at http://www.spotrunner.com/policies/advertising.aspx.

Note that when you order an Ad, you will be licensing the right, as provided in these Terms, to have that such Ad run in the Media Schedule you have purchased. The Ad itself, and all rights in the Ad, will at all times be owned by Spot Runner, excluding, however, any copyrights or trademarks that you or a third party may own in any images, music or text that you provide to us to incorporate into such Ad.

When it comes to advertising inventory, including scheduling ad time on television, print, online or through any other medium offered by Spot Runner from time to time, Spot Runner will attempt to secure the Media Outlets, inventory, placements, days, and time slots you request. However, Media Placements are not guaranteed and will be subject to these Terms and the terms and conditions imposed by Media Outlets, which typically allow the Media Outlets flexibility to adjust their schedules and to reject ads.

If you have questions about these Terms or the Spot Runner Service, you may send questions via e-mail to adguidelines@spotrunner.com.

1. Definitions. All capitalized terms shall have the meaning set forth in Section 25 and elsewhere in these Terms.
2. Services Provided. The Spot Runner Service includes, but may not be limited to, the following elements:
   1. Assistance in designing a Media Schedule based on information such as your location, desired advertising area, demographic criteria, marketing objectives and budget;
   2. Various online search and marketing services;
   3. Provision of Media Information;
   4. Access to custom produced Ads which you may use through a Media Placement purchased from Spot Runner
   5. Reports that help you better understand the performance of your Media Placements;
   6. Reports that help you better understand the performance of your Media Placements;
   7. Assistance in the purchase of Media Placements and Media Schedules; and
   8. Provision of additional services that may be offered from time to time.
3. Creation, Customization and Use of Ads.
   1. Creative production fees and customization fees for Preproduced Ads are based upon Spot Runner’s standard ad creation process and guidelines. Additional charges and fees may apply in the event your requests fall outside Spot Runner's standard ad creation process or guidelines.
   2. In consideration of the payment of Spot Runner's fees and compliance with the terms and conditions of this Agreement, Spot Runner will license you in accordance with these Terms the right to use an Ad solely for the purpose of display in Media Placements purchased from Spot Runner. Your license is personal, non-transferable, revocable, non-sublicensable and, except as explicitly indicated in the "Exclusivity Policy" below, nonexclusive. You are not authorized to display Ads in Media Placements not purchased from Spot Runner, or to use Ads or the content thereof (other than Advertiser Content), in any other manner whatsoever unless explicitly approved otherwise by Spot Runner in writing. Your license does not include the right to possession of copies or tapes of the Ads.
   3. As between you and Spot Runner, except for Advertiser Content, all copyright and other intellectual property rights contained in or displayed through Ads and other material developed or provided by Spot Runner, including without limitation, Preproduced Ads, templates, images, scripts, story lines, sound tracks, tag lines, and "look and feel," are and will remain Spot Runner's sole and exclusive property. No intellectual property rights in the Ads or customized versions will be transferred to you, other than the limited license to use and display your Ad pursuant to these Terms. Except for any Advertiser Content, Spot Runner shall own exclusive rights in any and all derivative works created from Ads. The incorporation of any Advertiser Content into any Ad in no way will affect Spot Runner's continued and separate copyright ownership in the Ad, and Spot Runner's ownership will not merge with your ownership of Advertiser Content nor deprive Spot Runner of its copyright ownership. You hereby grant to Spot Runner the worldwide, perpetual, irrevocable, sublicensable, royalty-free right to use any and all Advertiser Content for purposes of fulfilling its obligations under the Agreement, including the publication and display of Advertiser Content and related Ads, and for Spot Runner's marketing purposes. You understand and agree that Spot Runner may redesign or modify the structure, layout, content and look and feel of Advertiser's Contents and related Ads. You hereby releases and agrees to hold harmless Spot Runner, and its legal representatives, assigns, and those acting under its permission or authority, from any liability by virtue of any of the above in this Section including any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product, unless it can be shown that the publication thereof were maliciously caused, produced, or published in bad faith solely for the purpose of subjecting Advertiser to conspicuous ridicule, scandal, reproach, scorn, and indignity.
   4. "Exclusivity Policy." With respect to television advertising, certain Preproduced Ads, upon license by you, will automatically be reserved for your exclusive use within designated Markets in accordance with these Terms. The Preproduced Ads that are available for exclusive use for television advertising will be specifically identified by Spot Runner. Unless expressly identified as being available for exclusive use, all Preproduced Ads are available for use on a non-exclusive basis. The terms below refer only to those Preproduced Ads that identified as available for exclusive use for television advertising.
      1. When you select a Preproduced Ad for customization, you will be asked to identify the Market in which you intend to use the Preproduced Ad. When you purchase a Media Schedule, you will again select the Market in which the Preproduced Ad will run.
      2. If your ad has exclusivity, except as otherwise provided in these Terms, you will have exclusive use of your Preproduced Ad in the designated Market for which you purchased a Media Schedule (x) during the 30-day period after you have selected and paid for the Preproduced Ad, and (y) for the duration of the Media Schedule you have purchased.
      3. For each $2,000 that you spend on a Media Schedule, except as otherwise provided, you will have exclusive use of your Preproduced Ad in the designated Market for an additional 30-day period after the end of the Media Schedule you have purchased up to a maximum of 180 days of exclusivity. For example, if you spend $6,000 on a Media Schedule that runs your Preproduced Ad from January to the end of February, you shall have exclusive use of your Preproduced Ad through the end of May 29th (i.e., for 90 days following the end of the Media Schedule). Similarly, if you spend $16,000 on a Media Schedule that runs your Preproduced Ad from January to the end of July, you shall have exclusive use of your Preproduced Ad through January 27th (i.e., for 180 days following the end of the Media Schedule).
      4. Spot Runner reserves the right in its sole discretion to determine the scope and terms of exclusive rights to use Preproduced Ads (including customized versions) in any Market. Spot Runner's determinations in connection with all issues concerning exclusive rights to use Preproduced Ads (including customized versions) shall be final.
      5. Except as explicitly stated above, Spot Runner will be under no restriction with respect to granting to others the right to use and display any Preproduced Ad (including customized versions) at any time and in any Market.
   5. Anything to the contrary notwithstanding, Spot Runner may, in its sole discretion, immediately terminate any person's Market exclusivity with respect to Preproduced Ads (including customized versions) or the license to you to use a Preproduced Ad (including customized versions) for any reason, including if Spot Runner determines that these Terms or Spot Runner's Advertising Policies and Guidelines are being abused or violated in any way. In such event, Spot Runner has no obligation to you of any kind, but may, in its sole discretion, either (i) refund to you any amounts you have paid for Media Placements for the particular Preproduced Ads terminated by Spot Runner that have not been and will not be aired; or (ii) make available to you other comparable Preproduced Ads for your use.
4. Use of Media Information and Media Schedules. Media Information and Media Schedules are confidential and proprietary information owned by Spot Runner and/or its suppliers. You are authorized to use the Media Information and Media Schedules for your own personal use through the Spot Runner Service in connection with the formulation, evaluation and purchase of your Media Schedule, so long as you are a Spot Runner customer. You may not convey any Media Information or Media Schedule to any third party, or copy, publish, or distribute the Media Information or Media Schedule in any manner.
5. Submission of Your Own Ads. You may submit your own advertisements for delivery through Media Placements purchased from Spot Runner. These Terms, including all representations and warranties, apply to any such submissions (i.e., they shall be treated as Advertiser Content, and you shall be fully responsible for, and shall indemnify and hold Spot Runner harmless against, any claims and liabilities in connection with advertisements that you submit). Upon Spot Runner’s request, you will provide Spot Runner with any or all documentation that evidences your legal clearance of Advertiser Content or any component thereof or rights therein.
6. Adherence to Spot Runner's Policies and Procedures; Acceptance and Approval of Ads. Your use of the Spot Runner Service, or any other services offered by or through Spot Runner, will be subject to these Terms, Spot Runner's Advertising Policies and Guidelines and Spot Runner's Privacy Policy, as published on the Spot Runner website and as amended from time to time. All Media Placements, Media Schedules, Ads and Advertiser Content are subject to compliance with Spot Runner's Advertising Policies and Guidelines and to Spot Runner's approval, which Spot Runner may grant or withhold in its sole discretion.
7. Purchase of Media Placements.
   1. Upon receiving your order to purchase Media Placements, Spot Runner will attempt to acquire Media Placements that are closest to the requested Media Placement specifications. Spot Runner does not guarantee that Media Placements corresponding to any or all of the Media Placement specifications will be available. Furthermore, for online local marketing services, Spot Runner does not guarantee the or display of Ads on any particular platform or network or position therein.
   2. The price charged to you by Spot Runner for Media Placements also includes fees for other Spot Runner Services.
   3. You authorize Spot Runner to act on your behalf for the purpose of purchasing Media Placements and to represent itself to Media Outlets, when appropriate in Spot Runner's sole discretion, as your agent of record for the purpose of purchasing Media Placements in conjunction with the Spot Runner Service.
   4. Spot Runner will attempt to prevent any loss to you as a result of the failure of Media Outlets, suppliers or others to fulfill their commitments, but Spot Runner will not be liable for any such failure or any destruction or unauthorized use of Advertiser Content. Your purchase of Media Placements will be subject to the Media Outlet terms under which the Media Placement is purchased, and to the Media Outlet Rules and Policies, which may include (i) the right of the Media Outlet to reject, pre-empt, change, or substitute Media Placements or programming; (ii) deadlines for submission of material; (iii) cancellations; (iv) compliance with the Media Outlet's policies regarding approval of advertising content; (v) alternative performance (for instance, through make-goods), refunds, and other remedies; (vi) limitations and exclusions of your remedies; and (vii) indemnification for liabilities arising out of publication or distribution of the Ad (including customized versions) and Advertiser Content.
   5. For online distribution of Ads, you acknowledge and agree that Spot Runner does not operate or control the websites and other services on which your Ad may appear. Furthermore, due to the nature of the Internet, your Ad may be forwarded, copied, posted or displayed on websites and other services which neither you nor Spot Runner approved or intended. Spot Runner shall have no liability for any such display or posting, except as a result of willful misconduct on the part of Spot Runner.
8. Tracking Information. You agree that Spot Runner has the right, but not the obligation, to do the following with respect to your Ads, and marketing campaigns: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of your business phone number and which will forward to your business phone number; (ii) Substitute your e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with your campaign; (iii) Require users to provide registration information in order to print a coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of your campaign; (v) use a landing or destination page that users will visit when they click on your Ad; or (vi) use a mirrored version of your web site. You further agree that, as part of provisioning Tracking Phone Numbers, Spot Runner has the right, but not the obligation, to turn on enhanced phone tracking features, including, but not limited to: call review (whereby a recording of the inbound phone call is made and stored for review) and caller ID (whereby the phone number of the caller is used to look-up their name and address).
9. Statements; Reporting. Statements showing your account activity, transaction and order information will be made available either via Spot Runner's website, email, fax or mail. Such reports will be kept by Spot Runner for a period of one (1) year. Reporting on the fulfillment of Media Placement orders will be based on logs and other reporting provided by the Media Outlet concerned. Reporting from Media Outlets may be inaccurate or delayed. Spot Runner will not be responsible for such inaccuracies or delays. You acknowledge and agree that such Media Outlet logs and reporting will be considered presumptively accurate in the absence of demonstrable error. Further, as between Spot Runner and you, all transactions and items of information reflected within any statement provided by Spot Runner, including any and all information contained in such statement and all supporting documentation provided by applicable Media Outlets shall be deemed correct and be conclusive and binding upon you, and you shall be forever barred from objecting for any reason or instituting any action or proceeding that relates to any transaction or question the accuracy of any item of information reflected in any such statement, unless a written objection specifying in detail the transaction or items of information to which you object and the reason for such objection is delivered to Spot Runner within sixty (60) days following the date that Spot Runner first provides you with access to the applicable final statement.
10. Spot Runner's Compensation. Spot Runner will charge for its services in accordance with the prices and charges presented to you when you place your order. Prices and charges presented to you for Media Placements also include charges for other services provided by Spot Runner in connection with the Media Placements.
11. Payment. Unless otherwise agreed in writing by Spot Runner, payment for Spot Runner Services and Media Placements must be made at the time the order is placed, by credit card, or other means approved by Spot Runner. For advertising campaigns that span multiple months, Spot Runner may, in its sole discretion, charge on a monthly cycle in advance for Media Placements scheduled to air during the following month. Spot Runner may store and use your payment information (including credit card information) for processing payments. If approved for credit by Spot Runner, you will receive an invoice on a monthly basis for the applicable calendar month period with payment of each such invoice being due and payable within 30 days of the date of such invoice.
12. Cancellations. Once you purchase a Media Placement, the Media Placement cannot be changed or cancelled except as provided in Spot Runner's Cancellation Policies, which may be found at http://www.spotrunner.com/policies/cancellation.aspx. Spot Runner's Cancellation Policies are incorporated by reference into these Terms. If you have elected “auto-renewal” of your Ad or campaign in your order form, such Ad or campaign will automatically renew unless either party provides at least 30 days prior written notice of its intention not to renew.
13. Representations and Warranties. You represent and warrant that:
    1. You are at least 18 years of age and the age of majority in your jurisdiction of residence;
    2. You have the full right, power and authority to enter into and perform under these Terms;
    3. You are not a Media Outlet, or an employee, agent or affiliate of a Media Outlet, television station, broadcaster, cable or satellite television system operator;
    4. You are purchasing Media Placements for your own use and not for resale;
    5. You own or control, without any limitations or restrictions, all rights that may be necessary to broadcast, cablecast and otherwise exhibit, distribute and publish the Advertiser Content submitted by you to Spot Runner as contemplated by these Terms, and all royalties and fees in connection therewith have been paid, so that Spot Runner will not be liable to pay any royalties, fees or other monies whatsoever with respect to the use of the Advertiser Content;
    6. The synchronization of all music (including lyrics) in the Advertiser Content has been duly licensed and authorized by all proper parties; the performing rights in all such music is either controlled by ASCAP, BMI or SESAC, in the public domain, or under your control, in which case you grant the Media Outlets the right to perform such music;
    7. You are authorized and licensed to use the names and pictures of any objects depicted in the Advertiser Content and you have obtained all necessary authorizations or releases from all persons whose names, voices, photographs or likenesses, works, compositions, services or materials appear in or were rendered in connection with the Advertiser Content;
    8. If participating through a partner program, you are, and for the duration of all Media Schedules will remain, an authorized franchisee, dealer, retailer, distributor or otherwise authorized party under the partner program;
    9. You are authorized and licensed to use any testimonials contained in the Advertiser Content;
    10. You own or control all trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Advertiser Content;
    11. You have documentary substantiation for all claims made in your Advertiser Content and Ad;
    12. The Advertiser Content submitted by you, and your use of an Ad, is truthful and not misrepresentative or misleading;
    13. The broadcasting of the Advertiser Content will not violate any law, rule, or regulation of a federal, state, or local governmental agency or self regulatory organization or association, or any other provision of applicable law;
    14. The Advertiser Content submitted by you, and your use of an Ad, will not plagiarize or contain any libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or to the rules and regulations of the Federal Communications Commission;
    15. If applicable, you will not place, or cause to be placed, any Ad on any medium (including but not limited to web pages) containing content deemed to be objectionable by Spot Runner, including content that is libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or other governmental rules and regulations.
    16. The Advertiser Content submitted by you, and your use of an Ad, will not violate or infringe the trademark, service mark, copyright or other proprietary right, the right of privacy or publicity or any other right of any third party;
    17. The Advertiser Content submitted by you shall not contain any computer viruses, booby traps, time bombs, or other programming that interferes with the normal functioning of the Spot Runner website, Spot Runner data or Spot Runner Services;
    18. You will use the Ad only in compliance with these Terms and the terms and restrictions set forth in the applicable order form;
    19. You will not use any part of any Ad (including customized versions) outside the Spot Runner Service, and that you will not (and will not assist any third party to) create any ad similar to, based upon or inspired by any Ad for use outside the Spot Runner Service; and
    20. There is no outstanding contract or commitment, and no pending or threatened litigation, which is or may be in conflict with these Terms or in any way conflict, restrict or impair Spot Runner's rights or your obligations under these Terms.
14. Taxes. All charges for the Spot Runner Service and Media Placements are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which you will be responsible for and will pay in full. You agree to pay or reimburse Spot Runner for any taxes that are levied on the transactions hereunder, exclusive of taxes on Spot Runner's net income. Any such payments or reimbursements will be payable by charge to the payment account that you have selected for payment of amounts due Spot Runner. Upon your written request, Spot Runner agrees to provide you with reasonable documentation to support invoiced amounts applied to taxes.
15. Indemnification.
    1. You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Ads, as customized, and other advertising used by you to advertise your business; (ii) all Advertiser Content; and (iii) any information, disclosures or requirements that are imposed upon you as a result of your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by Spot Runner or submitted by you to confirm that descriptions and representations, direct or implied, with respect to your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines.
    2. You will indemnify and hold Spot Runner and its related companies, Affiliates, Media Outlets and their respective officers, directors, shareholders, licensors, licensees, suppliers, content providers, employees and agents (collectively, the "Indemnitees") harmless from and against any and all losses, damages, liabilities, claims, demands, suits, costs and expenses (including attorneys' fees and expenses) which any Indemnitee may incur arising out of or relating to (i) Advertiser Content and/or your modification, display and use of an Ad, including without limitation, claims of infringement or misappropriation; (ii) claims that your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of your products or services violates the rights of any third parties or that the advertising, publicity or promotion of your products or services violates or encourages or induces the violation of the rights of any third parties; (iv) any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product and (v) claims predicated on a breach or alleged breach of any of these Terms by you. You shall notify Spot Runner promptly of any claims or actions to which your indemnity applies.
16. Disclaimer. SPOT RUNNER SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND SPOT RUNNER, ITS RELATED COMPANIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, CONTENT PROVIDERS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY REGARDING THE ADS (INCLUDING CUSTOMIZED VERSIONS) AND SPOT RUNNER SERVICES, STORAGE OF ADVERTISER CONTENT, AND ANY DELIVERABLES INCLUDED IN SUCH ADS (INCLUDING CUSTOMIZED VERSIONS) AND SPOT RUNNER SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE ADS OR SPOT RUNNER SERVICES WILL BE ERROR FREE, WILL BE ON TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL FULFILL YOUR PARTICULAR PURPOSES OR NEEDS OR MEET ANY LEVEL OF SALES, PURCHASES, CLICKS, LEADS OR OTHER PERFORMANCE METRIC. SPOT RUNNER MAKES NO WARRANTY AS TO STORAGE OF ADVERTISER CONTENT AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO ADVERTISER CONTENT. TO THE EXTENT THAT SPOT RUNNER CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
17. Limited Liability. IN NO EVENT WILL SPOT RUNNER, ITS RELATED COMPANIES, AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, CONTENT PROVIDERS AND AGENTS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR DAMAGES ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF THE THESE TERMS, ADS, MEDIA PLACEMENTS (INCLUDING MISSED MEDIA PLACEMENTS) OR SPOT RUNNER SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SPOT RUNNER'S, ITS RELATED COMPANIES' AND AFFILIATES' AND THEIR RESPECTIVE, OFFICERS', DIRECTORS', SHAREHOLDERS', LICENSORS', LICENSEES', EMPLOYEES', SUPPLIERS', AND AGENTS' AGGREGATE LIABILITY FOR ANY OTHER TYPES OF DAMAGES WILL BE LIMITED TO CUMULATIVE AMOUNTS ACTUALLY PAID BY YOU TO SPOT RUNNER UNDER THESE TERMS IN CONNECTION WITH THE PARTICULAR ADS OR SPOT RUNNER SERVICES THAT ARE THE BASIS FOR SUCH LIABILITY.
18. Failure Of Suppliers/Force Majeure. Spot Runner will use commercially reasonable efforts to attempt to guard against or limit any loss to you as the result of the failure of Media Outlets and other suppliers to properly execute their commitments, but Spot Runner will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.
19. Notice. Any notice under these Terms shall be deemed served if delivered in the following respective manners:

    If to Spot Runner, by registered mail to the following address:
    Attention: Office of the General Counsel
    Spot Runner, Inc.
    8687 Melrose Ave., Suite G400
    West Hollywood, California 90069
    
    If to you, by email to the email address you provided when you opened your Spot Runner account, or at an email address that you later provide when you update your Spot Runner account information.

20. Privacy Policy. Spot Runner's Privacy Policy applies to use of Spot Runner's website and Spot Runner Services, and its terms are made a part of these Terms by this reference. You may see Spot Runner's Privacy Policy by clicking here. Additionally, by using the Spot Runner website and Spot Runner's Services, you acknowledge and agree that Internet transmissions are never completely private or secure, and that any message or information you send to Spot Runner may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
21. General.
    1. Governing Law.These Terms will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles.
    2. Arbitration. In connection with any dispute or claim arising out of or in connection with these Terms, you and Spot Runner agree to arbitrate such dispute arising under these Terms before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in Los Angeles, California or in the office of JAMS closest to that city. The arbitrator shall apply California law. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.
    3. Injunctive Relief. You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by Spot Runner, and that you will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict Spot Runner's right to seek injunctive relief.
    4. Assignment. You may not assign your rights and obligations under these Terms without Spot Runner's written consent. Spot Runner may assign its rights and obligations under these Terms.
    5. Late Charges; Attorney's Fees. Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. If you fail to pay any amount due, you also will be liable for all costs of collections incurred by Spot Runner, including but not limited to collection agency fees, reasonable attorneys’ fees and court costs.
    6. Amendment; Waiver. These Terms may be amended unilaterally by Spot Runner. An amendment will become effective upon the date that Spot Runner posts the amended Terms on Spot Runner's website, or upon the giving of written notice to you by mail or by email. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.
    7. Termination. Notwithstanding anything to the contrary contained in these Terms, upon notice to you, Spot Runner may immediately terminate your right to use Ads or other materials that may have been made available to you, Media Schedules and/or these Terms (i.e., its agreement with you) without cause and without liability. In the event Spot Runner terminates these Terms as provided in the preceding sentence, then, in Spot Runner’s sole discretion, it may refund to you any amounts you have paid for Media Placements that have not been and will not be aired minus any nonrefundable amounts that Spot Runner has committed to Media Outlets.
    8. Survival. Sections 13 through 24 will survive termination of these Terms.
22. Entire Agreement. These Terms and the accompanying order form express the entire agreement between the parties, and all previous or contemporaneous agreements and understandings are merged herein and superseded hereby. Notwithstanding the foregoing, if a term or condition specified by these Terms conflicts with a term or condition of a particular order form, then these Terms shall take precedence over the conflicting term or condition specified by the order form. The order form together with these Terms shall constitute the “Agreement.”
23. Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
24. Non-Solicitation. During the term of this Agreement and continuing for a period of 12 months after the termination of this Agreement, you agree that you will not, without Spot Runner’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Spot Runner or its affiliates to terminate employment with, or cease providing services to, Spot Runner or its affiliates.
25. Definitions.
    1. Ad:: An advertisement.
    2. Advertiser Content: (i) The images, music, text, video and other additions provided by you for incorporation into an Ad; and (ii) the entire content of an advertisement that you tender to Spot Runner for display through a Media Schedule, if the advertisement is not based on a Preproduced Ad or custom Ad produced by Spot Runner.
    3. Market: The geographic area in which advertisements will be run, as delineated and determined by Spot Runner in its sole discretion.
    4. Media Information: Quantitative and qualitative data and other information concerning programming, schedules, traffic, audiences of various Media Outlets and similar information of interest to advertisers contemplating buying Media Placements.
    5. Media Outlets: Companies that distribute programming or content over or through television, radio, the Internet, and/or other media platforms, and/or which sell Media Placements for the purpose of distributing or publishing advertising messages.
    6. Media Placement: The right (which is subject to Media Outlets' terms, conditions and rules) to display or distribute advertisements on or through various media, including without limitation cable, satellite, or local or network broadcast television or radio media, print media, outdoor advertising media, or the Internet.
    7. Media Schedule: A schedule of Media Placements.
    8. Preproduced Ad: A generic advertisement created, produced and/or made available by Spot Runner for your customization and use through the Spot Runner Service.
    9. Spot Runner Service: The services described in Section 2 above.
    10. You: Persons or companies who purchase Media Placements or creative services through Spot Runner or who purchase any other product or service from Spot Runner.

Version 1.09 – Revised October 7, 2009