Oracle Corporation ("Oracle") determines frequency discounts by the total number of insertions during the contract year, beginning with the cover date of the first insertion. Rate protection (including group rates) for advertisers that sign full-year contracts is valid only through the May/June issue of the next calendar year. Failure to insert the contracted number of ads during a one-year period results in short-rating on the rate card under which advertising was booked. Oracle reserves the right to change rates upon notice.
Changes or Corrections
Requested changes or corrections to advertising material must be presented in writing and received by Oracle within 24 hours of the applicable sales reservation date. Any changes or corrections are made at Oracle's sole discretion. If Oracle agrees to incorporate changes or corrections, Advertiser/Agency agrees to pay Oracle for any costs incurred as a result of such changes or corrections.
All insertion orders, advertising placement, advertising insertions, and mailing-list rentals are subject to the rates contained in the Oracle Publishing Rate Card. First time Advertisers/Agencies must submit prepayment with the first insertion order to establish credit. Oracle will invoice Advertiser/Agency for subsequent insertions pursuant to the rate schedule in the then-current Oracle Publishing Rate Card. Advertiser/Agency shall pay all invoices net thirty (30) days from date of invoice. Oracle Publishing does not extend credit for payment. Accounts will be considered past due after thirty (30) days. Advertiser/Agency agrees to pay a late-payment charge at the rate of one and one-half percent (1.5%) per month and collection costs on the past-due balance of such accounts.
1. All advertising, including, without limitation, advertising placement, advertising insertions, and list rentals, is subject to the requirements, terms, and conditions set forth in this Oracle Publishing Rate Card. In addition, the distribution of software programs is subject to the requirements, terms and conditions of a Third Party Program Distribution Agreement. In the event of a conflict between this Oracle Publishing Rate Card and the Third Party Program Distribution Agreement, the Third Party Program Distribution Agreement shall control.
2. Content of all advertising material is subject to Oracle's approval. Oracle reserves the right to reject or cancel any advertising for any reason at any time. Oracle reserves the right to place the word "Advertisement" on any advertisement.
3. Positioning of advertising is at Oracle's sole discretion except where a request for a specific preferred position is agreed to by Oracle in writing.
4. Oracle will attempt to retain advertising material submitted by Advertiser/Agency for 12 months. After 12 months, Oracle intends to destroy submitted advertising material unless Advertiser/Agency has requested in writing that the materials be returned and Oracle has agreed in writing to return such materials.
5. Cancellations for advertising must be submitted in writing and received by Oracle within 24 hours after the applicable sales reservation date. Thereafter, no cancellations are permitted.
6. Oracle shall not be responsible for color reproduction of color advertisements that are submitted without color proof.
7. Advertiser/Agency represents and warrants that Advertiser has the right to copy, publish, broadcast, transmit, publicly display and distribute advertising material submitted to Oracle by Advertiser/Agency and grants Oracle the right to copy, publish, broadcast, transmit, publicly display and/or distribute such advertising material in connection with Advertiser's advertising. Advertiser/Agency represents and warrants that its advertising material does not and will not infringe on any third party rights, including, without limitation, copyright, patent, trade secret, trademark and rights of publicity or privacy, and is not false, misleading, deceptive, obscene or defamatory. Advertiser/Agency shall defend, indemnify, and hold harmless Oracle, its officers, directors, employees, and clients from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs, or expenses (including court costs and reasonable attorneys' fees) resulting from or arising out of or in connection with Advertiser's advertising.. Oracle shall have the right to approve any counsel retained to defend any demand, suit, or cause of action in which Oracle is a defendant, such approval not to be unreasonably withheld. Advertiser/Agency agrees that Oracle shall have the right to control and participate in the defense of any such demand, suit, or cause of action concerning matters that relate to Oracle, and that any such demand, suit, or cause of action shall not be settled without Oracle's consent, such consent not to be unreasonably withheld. If, in Oracle's reasonable judgment, a conflict exists in the interests of Oracle and Advertiser/Agency in any such demand, suit, or cause of action, Oracle may retain its own counsel, whose reasonable fees shall be paid by Advertiser/Agency.
8. Advertiser/Agency's sole and exclusive remedy against Oracle for any failure to perform, or error arising out of or in connection with Advertiser's advertising, including, without limitation, any failure to publish an advertisement or errors in ad copy, shall be the return of any fees paid to Oracle with respect to the item in dispute.
In no event shall Oracle be liable for any indirect, incidental, special, or consequential damages, or damages for reliance, cover or loss of profits, data, use, or revenues incurred by Advertiser/Agency or any third party, whether in an action in contract or tort, even if Oracle has been advised of the possibility of such damages.
9. Advertiser and its advertising agency shall be jointly and severally liable for such monies as are due and payable to Oracle.
10. No conditions other than those set forth in this Oracle Publishing Rate Card shall be binding on Oracle unless specifically agreed to in writing signed by an authorized Oracle representative on behalf of Oracle. Oracle will not be bound by conditions printed or appearing on order blanks, purchase orders, or copy instructions that conflict or could conflict with the provisions of this Oracle Publishing Rate Card.
11. Oracle reserves the right to replace, revise, or update the requirements, terms, and conditions set forth in this Oracle Publishing Rate Card at its sole discretion.
12. Advertiser/Agency agrees that these terms and conditions shall be construed according to the laws of the State of California, and that any legal action or proceeding related to this agreement shall be instituted in a state or federal court in San Francisco or San Mateo County, California. Advertiser/Agency agrees to submit to the jurisdiction of, and agrees that venue is proper in, these courts in any legal action or proceeding.