This Advertiser Terms of Service Agreement (this “Agreement”) is made and entered into by Sensors and Testing Monthly, a publication brand of Components Source, LLC (“Sensors and Testing Monthly” or “Components Source”). Components Source, LLC is a New York Corporation with a business mailing address of P.O. Box 927, Hamburg, New York 14075-0927 USA (“Components Source”) and the business entity identified by you when registering and accepting this Agreement (the “Advertiser”).
This Advertiser Terms of Service Agreement shall apply to all paid advertising, sponsorships, directory listings, digital products and services, and advertising insertion order confirmations that the Advertiser submits during the Term to Sensors and Testing Monthly for promotion, display, and publication in any of Components Source’s news or directory websites (the “Site” or “Sites”), and the terms governing the distribution of any advertisement or paid editorial on Advertiser’s behalf, (collectively the “Advertisement”). Advertiser is required to read and accept the following terms of this Agreement.

BY CLICKING THE “SUBMIT” BUTTON OR OTHERWISE AFFIRMATIVELY ACKNOWLEDGING THESE TERMS BY ACCESSING, RUNNING, OR USING THE SITES PROVIDED BY COMPONENTS SOURCE, THE ADVERTISER AND END-USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE PERSON ACKNOWLEDGING THIS AGREEMENT REPRESENTS THAT HE OR SHE IS OVER THE AGE OF 18 AND HAS THE AUTHORITY TO BIND THE ADVERTISER.

Paid advertising placements include advert fulfillment, optimization, and advertisement space costs. On the Insertion Order form that is emailed to the Advertiser by Sensors and Testing Monthly, the Advertiser will approve and confirm the specific details of the advertising purchased, including mutually agreed advertising terms, and pricing.

For each Paid advertisement purchased, but only upon the advertiser’s expressed written request, Sensors and Testing Monthly will provide all necessary graphics and web maintenance services to create and display the Advertiser’s initial Paid Business Listing(s) on our site(s). Paid Business Listings will be displayed in the selected categories and added to the Site(s) within five (5) business days of receipt of payment in full for the first month’s booking.

Paid Business Listings on the directory sites shall display the Advertiser’s logo (120 x 60 gif or jpg, static only), three lines of text each containing a maximum of 25, 35, and 50 characters, respectively), a display URL (maximum of 35 characters) and a link URL (maximum of 1,024 characters). All Paid Business Listings must conform to the specifications set forth by the Insertion Order and Sensors and Testing Monthly advertising standards. Sensors and Testing Monthly reserves the right to reject any Paid Business Listing request submitted by the Advertiser. If the Advertiser’s selected category is deleted during the term of this Agreement, Sensors and Testing Monthly may place the Paid Business Listing in a comparable category. Sensors and Testing Monthly reserves the right to change the overall format of the Paid Business Listing at any time without notice to the Advertiser.

Advertisers can self-nominate their Company for inclusion as a Nominated Expert on any Components Source, LLC brand directory (where applicable). Components Source, LLC reserves the right to deny listings and advertising rights to any companies that are deemed not in good standing with our sites or parent company at the sole discretion of Components Source. Nominated Expert Listings will be reviewed within 12 weeks of submission to Components Source. Components Source, LLC reserves the right to decide whether, where, and how a Nominated Expert Listing appears on the Site(s) at its sole discretion. Components Source, LLC further reserves the right to change the overall format of the Basic Business Listing at any time without notice to the Advertiser.

Banner Ads and Category Sponsorships are other forms of paid Advertisements that are displayed on the Site(s). Banner Ads and Sponsorships are sold on a first-come, first-served basis, subject to availability within the selected Site. Any Banner ad materials accepted for the Site(s) will be reviewed by Sensors and Testing Monthly and subject to approval by Sensors and Testing Monthly. At its sole and absolute discretion, Sensors and Testing Monthly reserves the right to reject any Banner Ad request submitted by Advertiser and any site sponsorship offer.

The advertiser must provide creative artwork to Sensors and Testing Monthly within five (5) business days of the Insertion Order Confirmation date to guarantee placement of the Banner Ad on the Site(s) or sponsorship. Sensors and Testing Monthly, at its sole and absolute discretion, further reserves the right to create the banner ad artwork and place it on the Site(s) if the Advertiser fails to provide artwork to Sensors and Testing Monthly within five (5) business days of the Order Confirmation date and to bill back the advertisers for this setup fee. Sensors and Testing Monthly may reject advertising material at its sole discretion if its advertising standards are unmet.

Sensors and Testing Monthly offers several Banner Ad sizes and Category Sponsor levels based on available inventory within a Site. Banner Ads may be submitted in GIF, JPEG, or Flash formats. Ad images must be less than 50 kilobytes to minimize total page download weight for our users. Animated GIF images are accepted, but high-contrast, rapidly flashing images designed to be overly distracting are prohibited. Sensors and Testing Monthly reserves the right to refuse to display any banner image deemed too distracting. All click-through URLs must enable the browser’s ‘back’ feature to allow users to return to the Site.

If an Advertiser uses a third-party advertising service (“third party ad service”) to develop its Advertisements: (a) Sensors and Testing Monthly shall have no liability, and Advertiser shall hold the third-party ad service (and not Sensors and Testing Monthly or Components Source, LLC ) fully liable for any failures in the timely submissions of materials to Sensors and Testing Monthly resulting in the Advertiser being billed for additional setup fees by Sensors and Testing Monthly or Components Source. The third-party ad service shall also be liable for any failures of Sensors and Testing Monthly or Components Source, LLC to publish the Advertisement in a timely fashion, to deliver the contracted number of impressions or click-throughs, or for any other loss of any kind suffered by Advertiser, in cases where those failures or losses are due to or arising out of or in connection with any act or omission of the third party ad service; and (b) the traffic or impressions reports provided to Advertiser from the third-party ad service shall be the agreed definitive and official measurement.

Sensors and Testing Monthly reserves the right to reject any Advertisement or paid listing inconsistent with Sensors and Testing Monthly’s or Components Source’s advertising standards. In addition, Sensors and Testing Monthly shall have the right, at any time and for any reason, and at its sole and absolute discretion, to remove any Advertisement and to terminate this Agreement if Sensors and Testing Monthly or Components Source is directed to do so by any law enforcement, court, or government agency, or if Sensors and Testing Monthly or Components Source otherwise determines, at its sole and absolute discretion, that the Advertisement, or any portion thereof (i) violates Sensors and Testing Monthly or Components Source’s advertising standards; (ii) violates any law, rule or regulation; (iii) is the subject of a third party claim of infringement, misappropriation, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity; or (iv) is deemed to be otherwise objectionable to Sensors and Testing Monthly or Components Source. In such event, the Advertiser’s sole remedy shall be that Components Source (i) will display a different Advertisement as mutually agreed upon by the parties or (ii) if Components Source and Advertiser cannot agree on the display of such an alternative Advertisement, that Sensors and Testing Monthly will refund Advertiser a pro rata portion of the fee which Advertiser has paid to Sensors and Testing Monthly for the display of the Advertisement, though all setup fees are non-refundable.

Subject to the Terms and Conditions of this Agreement, the Advertiser hereby grants to Sensors and Testing Monthly and Components Source a worldwide, limited, non-exclusive, non-transferable, royalty-free license to (i) reproduce, distribute, display, market, perform, transmit, promote, store on its servers, and otherwise use Advertiser’s Advertisement, and any portion thereof, including, without limitation, Advertiser’s trademarks, tradenames, service marks, and logos set forth therein, or as otherwise specified in writing by Advertiser, solely to display and provide Advertiser’s Advertisement by this Agreement; and (ii) incorporate into the Site(s).

The term for each Advertisement shall commence on the date the Advertiser confirms the Insertion Order and shall continue for the time stated within the Insertion Order (“the Initial Term”). Following the Initial Term, the Advertiser’s Advertisement shall renew automatically for successive periods equal to the period in the Initial Term unless the Advertiser or Sensors and Testing Monthly provides written notice of its intent to cancel such renewal prior to three (3) days of the renewal date. Unless either party provides notice of its intention not to renew, the Advertiser’s Advertisement will remain active, and the Advertiser will be charged for the renewed Advertisement using the same payment method used by the Advertiser for payment in the preceding term. There shall be no refunds if the Advertiser elects to discontinue the display of the Advertisement before the expiration of the Initial Term or any subsequent Term of the Advertisement. Sensors and Testing Monthly may terminate this Agreement at any time in case of a material breach of this Agreement by Advertiser.

Advertiser agrees to pay Sensors and Testing Monthly for the Advertiser’s Advertisement at the rate specified in the Insertion Order confirmation and invoice. Advertisers may pay online via Stripe or upon receipt of Components Source’s invoice by ACH, wire transfer, or corporate check. All payments must be made in U.S. dollars. Sensors and Testing Monthly may terminate this Agreement if the Advertiser fails to pay any amount due under the applicable Insertion Order confirmation and such non-payment remains uncured for thirty (30) days following notice of non-payment to the Advertiser. Sensors and Testing Monthly reserves the right to change its advertising rates at any time, for any reason, or for no reason whatsoever. Such rate changes would not affect any Insertion Orders already confirmed by the Advertiser and received by Sensors and Testing Monthly before the change.

By submitting or updating a Company Profile Page or by purchasing any form of Advertisement or Sponsorship, Advertiser acknowledges that they have reviewed the terms of the Privacy Policy (“Privacy Policy”) and agree that Sensors and Testing Monthly may collect, use, process and transfer Advertiser’s personal information by the Privacy Policy. If the Advertiser does not agree with these terms, the Advertiser may choose not to provide any personal information and not Advertise on the Site(s). Subject to applicable law, Sensors and Testing Monthly shall have the right to use and disclose data provided by the Advertiser derived from the Advertisement for any purpose related to Components Source’s business. Sensors and Testing Monthly may disclose such data (i) for general reporting purposes that may be provided to our marketing partners or customers, (ii) for providing aggregate information and statistical analyses to third parties, including our marketing partners, and (iii) if required to do so by law, court order or other government or law enforcement agency, to enforce or apply our rights and agreements. By submitting or updating a Company Profile Page or purchasing any form of Advertisement or sponsorship, the Advertiser agrees that Sensors and Testing Monthly may communicate with the Advertiser via email, telephone, or mail about any promotional offers from Components Source.

The advertiser is solely responsible for any legal liability arising from or relating to the Advertiser’s Advertisement. Advertiser represents and warrants that (i) the Advertisement complies with Components Source’s advertising standards; (ii) Advertiser holds the necessary rights to permit the use and display of the Advertisement by Components Source for the purposes of this Agreement; (iii) display of Advertiser’s Advertisement does not infringe any copyright or other proprietary right of any third party; (iv) the use, reproduction, distribution, or transmission and display of the Advertisement will not violate any civil or criminal laws, rules or regulations or any rights of any third parties. Advertiser agrees to defend, hold harmless, and indemnify Sensors and Testing Monthly, Components Source and its agents, officers, and employees from all damages, injuries, losses, claims, suits, liabilities, costs, and expenses of any nature whatsoever, including but not limited to reasonable attorney’s fees, for which Components Source may become liable because of this Agreement, the Sensors and Testing Monthly publication and display of Advertiser’s Advertisement, or otherwise.

Sensors and Testing Monthly shall not be liable for any errors in Advertising content or for failure to display the Advertiser’s Advertisement. Should an error appear within the Advertiser’s Advertisement, Components Source’s sole liability will be limited to the cost of the Advertisement (prorated for the period of time the Advertisement was displayed). Sensors and Testing Monthly will not be liable for any delays in delivery and non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc., or any feasibility, reliability, or effectiveness related to the Site(s). Sensors and Testing Monthly does not represent or warrant that the Site(s) will meet the objectives or needs of the Advertiser or any third party. In no event will Components Source be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or any nonperformance related to the Site(s).

UNDER NO CIRCUMSTANCES WILL COMPONENTS SOURCE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF COMPONENTS SOURCE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. COMPONENTS SOURCE MAKES NO REPRESENTATIONS AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING COMPONENTS SOURCE SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPONENTS SOURCE SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (1) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ADVERTISEMENT OR SITE(S) AND (2) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISEMENT OR THE SITE(S).

Advertiser agrees to indemnify, defend and hold Sensors and Testing Monthly, Components Source, and our partners, agents, officers, directors, employees, subsidiaries, successors, assigns, other websites, third-party suppliers of information and documents, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from and against any liabilities, losses, claims, demands, disputes of any kind, including without limitation, reasonable attorneys’ fees and costs of litigation resulting from Advertiser’s violation of this Agreement or relating to the contents of any Advertisement provided by Advertiser to Sensors and Testing Monthly or Components Source.

These Terms and Conditions shall replace, supersede, and merge all prior discussions, agreements, or understandings between the parties and shall be changed only by written agreement of the parties. Sensors and Testing Monthly’s remedies shall be cumulative, and remedies herein specified do not exclude any remedies that may otherwise be allowed by law or in equity. Waiver of any breach shall not constitute a waiver of any other breach of the same Agreement, of any other provision. Therefore, acceptance of any items or payment shall not waive any breach. This Agreement may not be assigned or transferred by the Advertiser. The laws of the State of New York govern this Agreement. Advertiser irrevocably consents to the exclusive jurisdiction of the courts in the United States, State of New York, County of Erie, in connection with any action arising under this Agreement.

No change, modification, or waiver of any term of this Agreement shall be valid unless in writing and signed by both Parties, who are identified as authorized agents for both Contractor and Client at the time of signature.