Effective Date: Jan. 2024 

1 Scope

These terms and conditions govern all Orders (as defined in Section 3) for digital  advertising placements fulfilled by Contollo.org. Each Order and these terms and conditions together constitute the agreement (“Agreement”) between the advertiser (“Advertiser”) and the Publisher, (Contollo.org). The terms and conditions apply to all Orders entered into after the Effective Date above, and may be updated from time to time. The terms and conditions do not apply to brand publishing projects, such as social media management, website development, or creation of Sponsored Content, Advertorial Content, each as defined below at Section 16.

2 Term

The Term of this Agreement is defined in each Order (as defined in Section 3), either expressly as “the Term” or as the timeframe of the advertising campaign.

3 Insertion Order / Order

Advertiser has contracted with Contollo for advertising as described in an Insertion Order (“IO”) or as otherwise ordered by Advertiser (non-IO order) (collectively, “Orders”). All terms and conditions of this Agreement shall apply to every publication/display of an advertisement on Advertiser’s behalf (each, an “Ad”). No terms of an Order or other communication from Advertiser that contradict or are inconsistent with the terms and conditions of this Agreement shall be binding on Contollo, unless in writing and signed by both parties.

4 Representations and Warranties; Compliance with Laws

Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Contollo (“Ad Material”) do not contain any computer viruses or other damaging code; (d) all Ad Material and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all Ad Materials and campaigns comply with all applicable laws, regulations, and FTC and industry guidelines, including but not limited to: local, state and federal laws regarding political advertising and fair housing, and Native Advertising: A Guide for Business at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses (December 2015). By way of emphasis, Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting Ad Material, and all statements and direct and indirect claims made in each Ad are accurate and true and supported by competent and reliable substantiation.

Digital Advertiser also represents, warrants, covenants and agrees that (a) its Ads and ad campaigns will comply with Contollo’s privacy policy.

5 Ad Preparation and Acceptance for All Placements

5.1 No Legal Review

Contollo does not assume any obligations to perform legal review of Ads.

5.2 Ad Preparation

On request, Contollo may assist Advertiser in preparing its Ads for publication. This assistance may include design, composition, text and artwork. Contollo retains all rights, including copyright, to all Ad layouts and other elements that represent the creative effort of Contollo or contain material prepared by Contollo. Contollo shall not authorize photographic or other reproduction of any such Ad layout in any other publication without the express written consent of Advertiser. Advertiser remains solely responsible for the contents of the Ad(s) and for compliance with any laws regulating such advertising as represented by Advertiser in Section 4 above.

5.3 Ad Acceptance

Submission of an Ad to Contollo does not constitute a commitment by Contollo to publish or distribute the Ad. Contollo accepts an Ad only by publishing or distributing such Ad.

5.4 Ad Material Delivery

Contollo prohibits, and may postpone, cancel or otherwise return, any Ad Material that violates its advertising standards, including but not limited to advertising that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, and instructions on how to engage in illicit or illegal activities.

5.5 Rejection and Alteration of Ads

To ensure the integrity of our publications and for the benefit of our readers and advertisers, Publisher reserves the right to revise, reclassify, edit or reject any Ad Material or any portion thereof at any time. Publisher at all times reserves the right to refuse to publish any Ad text or other content for any reason and regardless of whether any such Ad Material was previously accepted by Publisher.
Publisher reserves the right to alter any Ad Material in order for the material to conform to Publisher’s current mechanical or technical specifications. The rates stated in the Order shall remain the same upon a reduction in the size of any Ad as long as the Ad maintains the same proportion of the entire page.

5.6 Position of Ads

Ads placement is tiered according to pricing and will be reflected in the type, size, options and prominence of ads placed.

5.7 Labeling of Ads (Categories)

 News submission are generally not acceptable as fitting the mission and scope of Contollo.org and might be rejected.  Determination is on a case-by-case basis.

6 Ad Preparation, Acceptance and Other Terms for Digital Ads

6.1 Delivery of Ad Material

For submitted Ads, Contollo Administration will make final technical specifications electronically accessible to Advertiser at https://www.contollo.org.

6.2 Rejection of Ads

Contollo Administration shall notify Advertiser when it rejects Ad Materials due to unsatisfactory technical quality, inappropriate content, or for any other reason.

6.3 Replacement or Removal of Digital Advertising

Once submitted, Advertiser may replace or enhance and even upgrade Ads with proper prior notice to Contollo Administration.  Multiple ads might be designated under one main company ad page.  Such decisions regarding consolidations of this nature are at the discretion of the Administration of Contollo.org. 

6.4 Digital Impressions

Advertising may eventually be based on a specified number of impressions (CPM), an impression will be counted according to Publisher’s standard practices.  Depending upon Advertiser’s preference, Ads may include a link to Advertiser’s website by standard means.  Advertiser accepts and agrees that the number of impressions may range from 0% to 100% of the delivery goal.

6.5 Digital Ownership

As between the parties, Contollo owns all right, title and interest in and to all content on the Contollo.org and affiliated websites (except for Ad Materials) and all other content, html and code. Nothing in this Agreement or otherwise precludes Contollo from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any associated third party. Contollo owns all right, title and interest in and to any data about users of its website.  Please see our Privacy Policy for how we care for your private information. 

6.7 [Future use only] Ad Preparation, Acceptance and Other Terms for Email Campaigns Only

6.8.1 [Future use only] Email Campaigns: CAN-SPAM Compliance

Pursuant to the CAN-SPAM Act of 2003, Advertiser agrees that the Advertiser will ensure that the “From” line at the time of delivery of the email Ad will be accurate in all particulars and identify the person or business who initiated the message. Upon signature of the IO, Advertiser will provide Publisher with a copy of its list of email addresses that have opted out of receiving commercial email from Advertiser, if it has such a list.

6.8.2 [future use only] Email Campaigns: Advertising Content

Upon signature of the IO, Advertiser will provide Publisher with images and other content it would like to include in its email Ad. In the event that Advertiser does not provide all content for the Ad, Publisher’s service provider will add additional content that the provider has the right to use for this purpose, and will retain its rights in such added content.

6.8.3 [future use only] Email Campaigns: Approval

Publisher will provide Advertiser with a copy of the Ad to review prior to deployment of the email campaign. Advertiser must object to the Ad within 2 business days, or it will be deemed approved.

6.8.4 [Future use only] Email Campaigns: Cancellation Policy

Upon receipt of a signed IO, work begins and expenses are incurred. Therefore, IOs for commercial email campaigns cannot be cancelled once submitted.

7 Financial Terms

7.1 Rates

This Agreement expressly incorporates the terms and conditions of any rates that apply to the publications in which you have requested that Ads be placed. If there is a conflict between your Order and the rates or the price quoted by Contollo, the Order will control. Unless otherwise specified in the Order, Advertiser agrees to pay Contollo’s published rates in effect for applicable advertising at the time of placement.  Please note, as of Jan. 1, 2024, all ads placed are not subject to payment – until 150 different businesses have registered and placed ads.  Monetary request for ad placement will commence 15 days following the acquisition of the 150th business.  All businesses will receive 10 days notice that funds will  be requested at the outset of the 10-days grace period.  No payment will be received in arrears for ads placed.  All advertising up to the 150th business listing will be FREE, no matter how long that process might take. 

7.2 Payments and Disputes

7.2.1 Payment

Advertiser shall pay all fees when placing Ads according to the Plan chosen.  Advertising terms are for a 30-day period from the time the Ad is approved.  Should Advertiser elect to cancel the ad within 30-days, a full refund shall be granted.  For all cancelations beyond 30-days, cancelation with be determined on a pro-rata, (per day) basis.

 7.3 Rate Changes

Contollo shall have the right to revise the advertising rates set forth in this Agreement at any time upon notice to Advertiser of such rates 10-days in advance of expected collection. Advertiser may terminate this Agreement on the date the new rates become effective by giving electronic notice to Contollo Administration. In the event of such termination, Advertiser shall be liable for Ads published prior to such termination at the then Current Agreement Rate. “Current Agreement Rate” is defined as the billing rate in effect at the time of placement.

All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Contollo in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.

7.7 Other Services

Except as stated otherwise, payments by Advertiser to Contollo for services or goods other than advertising space, shall not be applied toward any revenue totals set forth in the Agreement.  

8 Liability for Errors/Omissions/Cancellations

8.1 For All Placements

It is Advertiser’s responsibility to check for errors in its Ads before and after publication or distribution.  Contollo will provide Advertiser 24/7 access to make updates, corrections, etc., as it sees fit.

8.2 Digital Only

If Contollo is unable to display any digital Ad for any reason, Contollo shall at its option either (a) provide substitute advertising of comparable value (“makegood”), or (b) refund to Advertiser a pro rata portion of the fee Advertiser has paid to Contollo. 

9 Indemnification

Advertiser shall defend, indemnify and hold harmless Contollo and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Contollo and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Ad or any website linked to from an Ad; and any other claims of any nature arising from or attributable to the display of any Ad.

10 Limitation of Liability

Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Contollo be liable to Advertiser for any amount greater than the amount paid by Advertiser to Contollo under this Agreement.

CONTOLLO EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY PUBLISHER WEBSITE OR THE ADVERTISER WEBSITE; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.

11 Advertiser Represented by Agency

Agency’s representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Advertiser.

Any obligation of Advertiser pursuant to this Agreement may be satisfied by an advertising agency which has been duly appointed by Advertiser to act on Advertiser’s behalf (the “Agency”) and shall be deemed to be an obligation of Advertiser and the Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Agency, and shall be deemed to be a right of Advertiser and the Agency. Collectively, the Advertiser and Agency will be referred to as “Advertiser.” Each shall be jointly and severally liable for the obligations of the other.

Agency shall be liable for payment for all advertising placed and invoiced by each Publisher publication in which Agency places an advertisement, regardless of any contrary language in any past, contemporaneous or future writing, regardless of whether it receives payment from Advertiser, and regardless of whether the identity of the Agency’s client is known to such Publisher publication. Agency will make available to Publisher upon request written confirmation of the relationship between Agency and Advertiser and of Agency’s authorization to act on Advertiser’s behalf in connection with this Agreement. In addition, upon the request of Publisher, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Order.

12 License to Ad Materials

Advertiser grants Contollo a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Ad Materials provided by Advertiser or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to Contollo’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.

Contollo has no obligation to return any material (including Ad Material) submitted to Contollo by or on behalf of Advertiser to Advertiser or any other party, and Contollo shall have no liability for its loss or destruction. Contollo and its service providers shall have the right to use any Ad published in or distributed by a Contollo publication for the purpose of promoting any of the products and services of Contollo or applicable service provider.

13 Confidentiality

Contollo may disclose or make available to the Advertiser (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property Rights, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement including but not limited to the pricing and rates, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). The Advertiser shall from receipt/disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Publisher’s Confidential Information with at least the same degree of care as the Advertiser would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Publisher’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Advertiser’s representatives who need to know the Confidential Information to assist the Advertiser, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Advertiser shall be responsible for any breach of this Section caused by any of its representatives or agents. At any time during or after the Term, at the Publisher’s written request, the Advertiser and its representatives shall promptly return/destroy all Confidential Information and copies thereof that it has received under this Agreement.

14 Termination

(a) Contollo shall have the right to terminate this Agreement at any time, with or without notice to Advertiser, for Advertiser’s failure to remit payment for Invoices by the due date of such bills. (b) Publisher reserves the right to review the volume of advertising placed on a quarterly basis and to cancel the Agreement in its sole discretion if advertising placed falls 15% or more below the quarterly average volume needed to fulfill the twelve-month Agreement amount, if Advertiser has such an Agreement with Publisher. Failure of Publisher to review the frequency of advertising or cancel the Agreement for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate adjustment. (c) Subject to the terms of subsection (e) of this Section 14, Advertiser shall have the right to terminate this Agreement at any time by written notice to Publisher. (d) Publisher shall have the right to terminate this Agreement for any reason and at any time by written notice to Advertiser, in which event and so long as Advertiser has been meeting its revenue, volume or other commitment to Publisher over time in a way that is consistent with Advertiser reaching its final commitment, Advertiser shall be liable for advertising prior to such termination at the Current Agreement Rate. (e) Except for a termination under Section 7.3 above, in the event the Agreement is terminated or for any other reason Advertiser fails to purchase during the Term of the Agreement the advertising generating the revenue, volume or other commitment due to Publisher, Advertiser immediately shall pay to Publisher the lesser of the following: (i) the original commitment made to Publisher under the Agreement or (ii) an amount for all advertising published during the Term including advertising previously billed (“Amount Due”), adjusted for space, inserts and color actually used. The unpaid balance of such adjusted Amount Due shall be based upon the “Actual Rate Earned” for advertising during the Term. The “Actual Rate Earned” is defined as the rate which would have been payable by Advertiser if the amount of advertising actually purchased during the Term had been contracted for in the first instance, and such Actual Rate Earned shall be ascertained by reference to the applicable Publisher rate card in effect on the date that the advertising was published.

15 Other Terms

15.1 Force Majeure

Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third party system or product, or any other cause beyond the control of that party.

15.2 Assignment

Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Publisher. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.

15.3 Severability

If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision.

15.4 Relationship of Parties

Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Publisher is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

15.5 Governing Law & Venue

This Agreement, including all Order documents, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with the substantive law of Fremont County, Colorado.

15.6 Complete Agreement, Modification, and Waiver

This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by Publisher in any instance shall not prevent Publisher from subsequently enforcing any provision of this Agreement in accordance with its terms.

(Termination) and 15 (Other Terms) shall survive termination or expiration of this Agreement.

“Advertorial Content” means content produced by Publisher’s brand publishing group for Client to directly promote the Client’s product or service. 

16.3 “Work for Hire Content”

“Work for Hire Content” means any content produced by Publisher’s brand publishing group for Client under a Work-For-Hire agreement.