This Agreement is made and begins on the first date of transaction for commercial sponsorship services conducted between Local News LLC, an Illinois limited liability corporation and the operator of the McKinley Park News, having a principal contact address of P.O. Box 9136, Chicago, Illinois 60609, hereafter referred to as “Publisher”; and you, having principal contact information as provided through the sponsorship transaction process and acting as the official representative of the party engaging in this Agreement, hereafter referred to as “Sponsor.”
Agreements
In consideration of the mutual covenants set forth in this Agreement, Sponsor and Publisher hereby agree as follows:
1. Participation in the Sponsorship Program of the McKinley Park News.
Publisher agrees to accept Sponsor into the sponsorship program of the McKinley Park News, an online publication that covers the McKinley Park neighborhood of Chicago, Illinois, through its website at https://mckinleypark.news. During its active sponsorship, Sponsor will enjoy benefits of the sponsorship program, including the program’s provision of special features, access, privileges and presence on the website.
2. Sponsorship Term.
Sponsorships are available on an annual basis with the term beginning on the date of Sponsor’s payment for the sponsorship and ending on the same date of the next calendar year.
3. Participation in Advertising Campaigns on the McKinley Park News.
At its option, and with the coordination and approval of Publisher, Sponsor can contract for advertising campaigns on the McKinley Park News and related media. These campaigns will be conducted according to the methods and standards set by Publisher, and they will incur their own additional costs. Sponsor agrees to maintain an active sponsorship during its advertising campaigns and to honor all incentives it offers through its advertising campaigns.
4. Additional Services.
Upon Publisher’s willingness and availability, Sponsor may contract Publisher for additional services related to Sponsor’s activity on the McKinley Park News website.
5. Provision and Delivery of Access, Solutions and Services.
Publisher agrees to provide sponsorship account access and privileges, advertising campaign solutions, and any other services according to the terms contained in Sales Orders and Invoices, which become attached to and part of this Agreement upon Sponsor’s acceptance of a Sales Order or Invoice as demonstrated through Sponsor’s provision of payment for one or more items within a Sales Order or Invoice.
Publisher will use reasonable diligence in the development and delivery of access, solutions and services listed in Sales Orders and Invoices, and endeavor to deliver them to Sponsor no later than a target date to be mutually agreed upon by Publisher and Sponsor.
6. Ownership Rights.
Sponsor shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Publisher for use in fulfilling services listed in Sales Orders and Invoices. Sponsor agrees to give Publisher a non-exclusive right to display, store and transmit any content developed for or presented as part of the Sponsor’s content, advertising or presence on the McKinley Park News website and its communications and marketing channels.
Publisher agrees that Sponsor will retain intellectual property rights in the final output format of any text, images or other media published as part of a contracted service from within a Sales Order or Invoice. Publisher shall hold an exclusive right, title and interest to all website, platform, process, content and work elements not otherwise listed in a Sales Order or Invoice, including the code, interfaces, non-Sponsor content and media, and all other elements of the McKinley Park News website.
7. Compensation.
For all of Publisher’s solutions, services and provision of access under this Agreement, Sponsor shall compensate Publisher pursuant to the terms of Sales Orders and Invoices attached hereto. In the event Sponsor fails to make any of the payments referenced in a Sales Order or Invoice by the deadline set forth in that Sales Order or Invoice, Publisher has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content and access from systems and servers owned by Publisher, including the McKinley Park News website; and (3) bring legal action.
8. Confidentiality.
Sponsor and Publisher acknowledge and agree that the Specifications and all other documents and information related to the development of solutions, services and access (the “Confidential Information”) will constitute valuable trade secrets of Publisher. Sponsor shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Publisher’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
In the event Sponsor discloses information to Publisher that Sponsor considers to be confidential in nature and so notifies Publisher, Publisher agrees to hold such information in confidence and to treat such information with at least the same degree of care and safeguards that Publisher takes with its own Confidential Information.
Confidential Information shall not be deemed to include information that (a) is in or becomes in the public domain without violation of this Agreement by Sponsor or Publisher, (b) is already in possession of the Sponsor or Publisher, as evidenced by written documents, prior to disclosure thereof by either Sponsor or Publisher, or (c) is rightfully received from a third party having no obligation to either party and without violation of this Agreement by Sponsor or Publisher.
9. Limited Warranty and Limitation on Damages.
Publisher warrants that the solution, services and access will conform to the specifications and descriptions as outlined in the Sales Orders and Invoices that include them. If the solution, services or access do not conform to the Sales Order or Invoice, Publisher shall be responsible to correct the solution, services or access without unreasonable delay, at Publisher’s sole expense and without charge to Sponsor, to bring the solution or services into conformance with the specifications of the related Sales Order or Invoice. This warranty shall be the exclusive warranty available to Sponsor. Sponsor waives any other warranty, expressed or implied. Sponsor acknowledges that Publisher does not warrant that the solution or services will work on all platforms or systems. Sponsor acknowledges that Publisher is not responsible for the results obtained by Sponsor through a solution, services or access. Sponsor waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Publisher as set forth in Sales Orders and Invoices attached hereto.
10. Inclusion of the McKinley Park News Terms of Service.
Sponsor agrees to abide by the McKinley Park News Terms of Service as posted on the McKinley Park News website. In any circumstances where elements of the McKinley Park News Terms of Service conflict with elements of this Agreement, the terms within this Agreement shall prevail.
11. Termination.
In the event of termination of this Agreement and/or Sales Orders and/or Invoices, all outstanding balances will be presented and due within seven (7) days of termination. Sponsor agrees that no refund or other payment will be provided by Publisher if this Agreement is terminated before the annual term of a sponsorship is finished, or if a Sponsor’s advertising campaign is still active when this Agreement is terminated. Solutions, services and access may be suspended or terminated on seven (7) days’ notice if Sponsor fails to pay any amount when due.
In the event that Publisher at any time believes that the service is being utilized for unlawful purposes by Sponsor or in contravention with the terms and provisions herewith, Publisher may immediately discontinue such solutions, services or access without liability.
11.1 Abandonment.
In the event that more than two weeks expire or three contact attempts from Publisher requesting project elements, comments, or approval as related to services listed in a Sales Order or Invoice, and Sponsor has not responded, the Sales Order or Invoice will be deemed as abandoned and all work will be stopped. All expenses incurred by Publisher and payments due above the current payments at that date will be invoiced and due within 7 days of notification that the Sales Order or Invoice is considered abandoned. Sponsor may request additional time; Publisher shall determine at its own discretion if it wishes to grant additional time to Sponsor.
12. Sponsor’s Responsibilities.
Sponsor agrees to provide all resources and engagement as required and as set forth in this Agreement, Sales Orders and Invoices, and to provide all assistance and cooperation to Publisher in order to complete services listed in Sales Orders and Invoices in a timely and effective manner. Publisher shall not be deemed in breach of this Agreement or any Sales Order or Invoice in the event Publisher’s failure to meet its responsibilities and time schedules is caused by Sponsor’s failure to meet (or cause a delay in) its responsibilities and time schedules as set forth in a Sales Order or Invoice. In the event of any such failure or delay by Sponsor (i) all of Publisher’s schedules, timeframes and/or deadlines shall be extended as necessary; and (ii) Sponsor shall continue to make timely payments to Publisher as set forth in Sales Orders and Invoices as if all schedules, timeframes and deadlines had been met by Publisher.
13. General Provisions.
13.1 Entire Agreement.
Except as otherwise noted here, this Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.
13.2 Acceptance of Agreement by Payment and Engagement.
Sponsor agrees that engagement between Publisher and Sponsor for commercial services and/or Sponsor’s provision of payment constitutes Sponsor’s acceptance of this Agreement, and that Sponsor is bound to the terms of this Agreement upon such engagement and/or first provision of payment.
13.3 Modification of Agreement.
From time to time it may be necessary for Publisher to change the terms of this Agreement or impose new conditions, in which case Publisher will notify Sponsor of the change to this Agreement and provide Sponsor with an updated version of this Agreement. By continuing to engage with Publisher and participate in the sponsorship program, Sponsor accepts the updated version of this Agreement, as modified.
13.4 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Exclusive jurisdiction and venue shall be in Cook County, Illinois Superior Court.
13.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Sponsor and Publisher and their respective successors and assigns, provided that Publisher may not assign any of its obligations under this Agreement without Sponsor’s prior written consent.
13.6 Waiver.
The waiver by either party of any breach of failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
13.7 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
13.8 No Right to Assign.
Sponsor has no right to assign, sell, modify or otherwise alter the solution or services, except upon the expressed written advance approval of Publisher, whose consent can be withheld for any reason.
13.9 Right to Remove Solutions and Services.
In the event Sponsor fails to make any of the payments set forth in a Sales Order or Invoice within the time prescribed in that Sales Order or Invoice, Publisher has the right to remove the solution, access or services from systems or servers, or limit Sponsor’s ability to access solutions and services, until payment in full is paid. In the event that Sponsor has not paid for a completed Sales Order or Invoice in full after 90 days of delivery, full ownership and copyrights of all work elements for Publisher’s solutions and services, including code, files, images, databases, schema, accessibility and content, will automatically be transferred to Publisher.
13.10 Indemnification.
Sponsor warrants that everything it gives to Publisher as an element of solution or services provision is legally owned by or licensed to Sponsor. Sponsor agrees to indemnify and hold Publisher harmless from any and all claims brought by any third party relating to any aspect of the solution or services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Sponsor’s products and/or services, material supplied by Sponsor, copyright infringement, and defective products or services sold via a Publisher-created solution or service. Further, Sponsor agrees to indemnify Publisher from responsibility for problems or disruptions caused by third-party services that Sponsor may employ as part of a solution, service or access.
13.11 No Responsibility for Theft.
Publisher has no responsibility for any third party taking all or any part of the solution or services.
13.12 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
13.13 No Responsibility for Loss.
Publisher is not responsible for any down time, lost files or data, incorrect solution or service elements, or any other loss that may occur in the operation of solutions, services or access.
13.14 Severability.
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Each party to this Agreement represents and warrants that, on the date of initiation of this Agreement, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their participation in this mutually transacted exchange of services for remuneration.
