Advertising Order General Terms and Conditions
Oaklee's Guide, LLC

Advertising Order General Terms and Conditions
Version 2.0
d01092008

1. Agreement. An Advertising Insertion Order Form (the "Ad Insertion Order"), executed by and between Oaklee's Guide, LLC ("Oaklee's Guide") and its advertising customer ("Advertiser" or "You"), that specifically refers to and incorporates these Advertising Order General Terms and Conditions (the "Ad Terms"), shall subject Oaklee's Guide and Advertiser to the terms and conditions contained herein as to the form, content and all other matters related to the advertisements, including coupons and listings ("Ads") developed per said Ad Insertion Order, for placement in one or more issues of the Oaklee's Guide print publication (the "Guide") and/or for placement on the Oaklee's Guide website (the "Website"). Likewise, an Advertising Approval Form ("Ad Approval"), executed by and between Oaklee's Guide and Advertiser, that specifically refers to and incorporates these Ad Terms, shall subject Oaklee's Guide and Advertiser to the terms and conditions contained herein as to the form, content and all other matters related to the Ads identified and set forth in said Ad Approval, for placement in one or more issues of the Guide or for placement on the Website. Collectively, the Ad Insertion Order, these Ad Terms and the corresponding Ad Approval(s) shall comprise a legally binding agreement (the "Agreement") by and between Oaklee's Guide and Advertiser. Oaklee's Guide and Advertiser may also be referred to herein collectively as the "Parties" and/or each individually as a "Party."



2. Acceptance and Governing Provisions. The Agreement shall be deemed accepted upon Advertiser's signature on the Ad Insertion Order and/or the Ad Approval. Any terms or conditions in any of Advertiser's forms that are inconsistent with the Ad Insertion Order, these Ad Terms or the Ad Approval are deemed to be material alterations, and notice of objection to them and express rejection of them is hereby given to render them null and void. If the Agreement has been sent to Advertiser in response to a bid, proposal, quotation or other type of offer made by Advertiser ("Advertiser's Offer"), the Agreement shall: (a) supersede and control all provisions in Advertiser's Offer; (b) be a rejection of Advertiser's Offer; and (c) constitute an offer to Advertiser.



3. Prices. Prices stated in the Ad Insertion Order and the Ad Approval(s) shall be firm and shall remain firm unless otherwise expressly agreed to in writing by both Parties.



4. Term. The term of the Agreement shall commence on the Effective Date set forth on the Ad Insertion Order and shall terminate 30 days after the Ad is published in the Guide or, in the case of a multi-issue Agreement, 30 days after the final Ad contracted for is published in the Guide. For Ads place on the Website, the term of the Agreement shall commence on the Effective Date set forth on the Ad Insertion Order and shall terminate when the Ad period expires.



5. Payment, Invoicing and Credit Terms.

A. Payment and Invoicing. Prepayment for all Ads placed with Oaklee's Guide pursuant to this Agreement shall be required at all times or unless and until credit is established, in Oaklee's Guide's sole discretion. Acceptance by Oaklee's Guide of a payment in an amount less than the amount due under this Agreement shall not operate to waive or preclude the right to recover any balance due. If Advertiser disputes the accuracy of any portion of any invoice, it shall promptly notify Oaklee's Guide specifying the amount of the dispute and the reasons therefore. Advertiser shall make timely payment of the entire amount set forth on the Oaklee's Guide invoice while the Parties attempt to resolve the dispute. Oaklee's Guide shall promptly credit or refund to Advertiser any amount that is determined to have been billed in error. If Advertiser fails to pay as required under the payment and credit terms established by Oaklee's Guide and amended from time to time, Oaklee's Guide may, in its sole discretion, and in addition to any other rights under this Agreement: (i) suspend services until all payments are made in full (including the removal or suspension of Advertiser's Ad from the Guide and/or the Website); (ii) make any future services subject to pre-payment or cash-on-delivery ("C.O.D."); (iii) exercise rights of recoupment and/or setoff; or (iv) terminate the Agreement.

B. Credit Terms. Advertiser shall maintain its account with Oaklee's Guide in accordance with the payment terms set forth above and in accordance with any credit terms and/or credit line established by Oaklee's Guide. If credit is established, payment shall be made within 30 days from the date of invoice. A service charge of 1.5% per month shall be assessed on all amounts past due. If Advertiser pays by credit card, debit card or pre-paid card and/or has a credit card on file with Oaklee's Guide, said card will be charged if Advertiser is past due. Advertiser shall promptly provide to Oaklee's Guide, upon request, financial information required to verify Advertiser's creditworthiness. Oaklee's Guide shall have the right, at any time and for any reason, to change the Advertiser's credit terms and/or reduce or suspend Advertiser's credit limit. In addition, Oaklee's Guide shall have the immediate right to make any future services subject to pre-payment or C.O.D. if Advertiser: (i) fails to pay, in full or in part, as required hereunder; (ii) fails to timely pay; (iii) fails to provide Oaklee's Guide with requested financial information; (iv) files for bankruptcy or assigns any assets for the benefit of creditors; (v) shows evidence of financial distress or mismanagement as determined by Oaklee's Guide, in its sole discretion; or (e) breaches or defaults under this Agreement or under any other agreement with Oaklee's Guide.

C. Collection. Advertiser agrees to compensate Oaklee's Guide for all reasonable attorney's fees and all other costs for any actions taken by or on behalf of Oaklee's Guide to collect any and all past due amounts hereunder.



6. Policies and Rates. Oaklee's Guide reserves the right to change its advertising rates and terms, other than pricing and terms set forth stated in an Ad Insertion Order and/or an Ad Approval, at any time with or without notice. Oaklee's Guide also reserves the right to add, delete or change any of its policies, including those policies set forth below or elsewhere, with or without notice.

A. Ad Creation Policy. Ads created by Oaklees's Guide are intended solely for publication in the Guide or on the Website and are the copyrighted property of Oaklee's Guide. Ads shall not be used by Advertiser for any other uses without the express written consent of Oaklee's Guide and at prices established by Oaklee's Guide.

B. Editorial Policy. Oaklee's Guide reserves the right to amend, edit, reclassify or refuse any Ad for any reason whatsoever, in its sole discretion. Ads not accepted include Ads for alcohol, tobacco, or adult entertainment. Advertiser shall be solely responsible for the content of its Ad.

C. Cancellation Policy. Oaklee's Guide cancellation policy shall be set forth on the Ad Insertion Order or on the Ad Approval .

D. Discount Policy. The terms of any discount shall be set forth on the Ad Insertion Order or on the Ad Approval.

E. Specific placement of Ads in the Guide; Guaranteed Placement. The specific placement of an Ad in the Guide or on the Website is at the sole discretion of Oaklee's Guide. Specific placement requests shall be honored, when and where available, provided that Advertiser pays a guaranteed placement fee.

​

7. Indemnity. Advertiser shall defend, indemnify and hold harmless Oaklee's Guide, any affiliate or subsidiary, its respective successors and assigns, and any member, manager, officer, employee or agent thereof from and against any and all actions, claims, costs, damages, expenses (including reasonable attorneys' fees), liabilities and losses caused by or arising out of: (a) any breach by Advertiser of this Agreement; (b) any negligence or intentional misconduct of Advertiser, its officers, directors, employees, agents, brokers, suppliers, contractors or subcontractors in connection with Advertiser's performance under this Agreement or in connection with Advertiser's Ad; (c) any actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade secret or any other intellectual property right of a third party resulting from any Ad placed under this Agreement; (d) the content of any Ad placed under this Agreement including, but not limited to, any content that results in any action for defamation, invasion of privacy or any action sounding in breach of contract, breach of warranty, tort, consumer fraud, deceptive practices, unfair competition, false advertising, misrepresentation, product liability, or strict liability; or (e) any use by a third party of a product or service set forth in any Ad placed under this Agreement including, but not limited to, any use of any product or service that results an any action sounding in breach of contract, breach of warranty, tort, consumer fraud, deceptive practices, unfair competition, false advertising, misrepresentation, product liability, or strict liability.

​

8. LIMITATION OF DAMAGES AND DISCLAIMER. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOSS OF USE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF HOW CAUSED OR REGARDLESS OF THE THEORY OF LIABILITY OR RECOVERY. Oaklee's Guide shall not be responsible, and shall be defended and held harmless by Advertiser, for the content of Advertiser's Ads or for any loss, damage or liability related to any goods provided or services rendered or offered by Advertiser, or - as the case may be - any goods not provided or services not rendered or offered by Advertiser, as part of or related to said Ads. Oaklee's Guide's liability to Advertiser under this Agreement, for any acts, errors, omissions or otherwise, shall be limited to either the price of the subject Ad or a repeat of the Ad on the Website or in the next issue of the Guide, in Oaklee's Guide sole discretion. Oaklee's Guide provides no warranty, express or implied, in performing its services under the Agreement.

​

9. Miscellaneous.

A. Assignment. Advertiser may not assign this Agreement without the prior written consent of Oaklee's Guide, which consent shall not be unreasonably withheld. Unless otherwise agreed, any assignment or transfer of this Agreement shall not release the assigning Party's obligations hereunder.

B. Capitalized/Defined Terms. Capitalized terms in this Agreement will be defined and have the meanings as set forth herein.

C. Compliance with Laws. The Parties agree to comply with all applicable federal, state, local or other laws, statutes, ordinances and regulations as they affect their respective obligations hereunder.

D. Confidentiality. Each Party agrees to hold in strict confidence and to not use or disclose to any third party, for any purpose other than as set forth in this Agreement, without the prior written consent of the non-disclosing Party, all nonpublic and proprietary information of the non-disclosing Party, including but not limited to the existence of this Agreement and its terms and conditions ("Confidential Information"). Each Party shall obligate its employees or agents who have or shall receive any part of the Confidential Information to not use or disclose it except as permitted herein. The above provisions on confidentiality shall not extend to any information that: (i) is known to the public or generally available to the public prior to its receipt by the receiving Party; (ii) becomes known to the public or generally available to the public subsequent to its receipt by the receiving Party through no act or failure to act on the part of such Party; (iii) the receiving Party is required by court order or government regulation to disclose; (iv) is known to the receiving Party prior to disclosure by the disclosing Party; (v) was independently developed without using any Confidential Information; or (vi) is lawfully disclosed to the receiving Party by a third party. In addition to other remedies, each Party acknowledges that monetary damages are insufficient for any breach of this Paragraph, and either Party shall be entitled to specific performance and injunctive and equitable relief as a remedy if material breach of this paragraph is established. The Parties' obligations under this confidentiality provision shall continue for a period of 2 years after the non-renewal or termination of this Agreement.

E. Dispute Resolution, Governing Law, Venue and Attorney's Fees.

(i) Choice of Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the State of Illinois, excluding conflicts of law rules which might apply the law of a different jurisdiction.

(ii) Good Faith Negotiations. The Parties shall use their best efforts to resolve any and all claims and disputes arising under this Agreement first through good faith negotiations and without initially resorting to litigation, or other similar proceedings; provided, however, that either Party shall be entitled to: (1) seek injunctive relief in any forum of competent jurisdiction to avoid irreparable harm or to (2) commence litigation in the venue set forth below to avoid being barred by an applicable statute of limitations; in each case without first attempting to resolve such claim or dispute through good faith negotiations or mediation.

(iii) Mediation. If the Parties are unable to resolve such claim or dispute via good faith negotiations, the Parties agree, prior to commencement of any legal action or suit, to submit to at least one day of non-binding mediation in Lake County, Illinois with a mediator chosen jointly by the Parties. The cost of a mediator shall be shared equally by and between the Parties.

(iv) Litigation and Venue. Any legal action, suit, or proceeding with respect to this Agreement shall be brought exclusively in state court in Lake County, Illinois or in federal court in Chicago, Illinois and each Party consents to the jurisdiction of said court as the proper and convenient forum for all matters that arise under this Agreement. Each Party waives the right to formal service of process and agrees to accept service of process via hand delivery or by U. S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by Illinois law.

(v) Attorneys' fees. The prevailing Party in any litigation hereunder shall be entitled to attorneys' fees and costs. The prevailing Party, for purposes of awarding attorneys' fees and costs, shall be: (1) the claiming Party if the judgment is an amount equal to or greater than said Party's settlement demand; or (2) the defending Party if the judgment is equal to or lower than said Party's written settlement offer. If the Parties do not exchange a written settlement demand and a corresponding written settlement offer, or if the judgment is less than the written settlement demand but greater than the written offer, the Parties shall pay their own attorneys' fees and costs.

F. Entire Agreement. This Agreement, consisting of the Ad Insertion Order, the Ad Terms and the corresponding Ad Approval(s), comprise the complete and final agreement between the Parties with respect to the subject matter of said Agreement. The Parties represent that, in entering into this Agreement, they do not rely on any previous representations, whether express or implied, oral or written, or any previous inducements or agreements of any nature. All prior negotiations, representations, discussions, contracts or agreements concerning the subject matter hereof are canceled and superseded by this Agreement. No amendments or modifications of the terms and provisions of this Agreement shall be binding upon either Party unless or until reduced to writing and signed by a duly authorized representative of each Party.

G. Equitable Relief. The Parties agree that if the above-stated Paragraph entitled Confidentiality is breached that the damages to the aggrieved Party would be difficult or impossible to ascertain. Accordingly, and in addition to any other remedies which either Party may have at law, the aggrieved Party shall be entitled to injunctive or other equitable relief as to said Paragraph.

H. Execution - Counterparts and Facsimile Signatures. The Ad Insertion Order and the corresponding Ad Approval(s), may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Signatures delivered via facsimile shall be as binding as original signatures.

I. Force Majeure. Neither Party shall be liable for non-performance or delays in performance, including non-performance or delays in production or delivery ( except Advertiser's obligation to pay for services contracted for and/or rendered by Oaklee's Guide hereunder) when such non-performance or delays are caused by: accident; actions of any governmental authority; acts of God (e.g., earthquake, explosion, fire, flood, violent storm); labor unrest and strikes; riots, sabotage and other terrorist actions; shortages or inability to obtain services, materials or equipment without incurring extreme hardship; transportation interruptions; war; or any other cause beyond the reasonable control of the affected Party ("Force Majeure Condition"). Any Party claiming such a Force Majeure Condition under this Agreement shall provide prompt written notice to the other Party of the event causing such Force Majeure Condition and shall diligently and in good faith attempt to remedy same. If the affected Party is unable to remedy the Force Majeure condition, it shall be excused from further performance until the Force Majeure Condition ends.

J. Independent Contractor. Oaklee's Guide shall perform the obligations of the Agreement as an independent contractor, and nothing herein shall at any time be construed to create an employer and employee, principal and agent, partnership or joint venture relationship. Neither Party shall have the right or authority, and neither shall attempt to enter into any contract, commitment, or agreement, or incur any debt or liability of any nature, in the name of or on behalf of the other Party. Each Party shall conduct its affairs so as to avoid the appearance or creation of any relationship other than that of buyer and seller.

K. Mutual Drafting. The Parties acknowledge that each of them have reviewed this Agreement with their respective legal counsel. As such, in the event of a dispute regarding this Agreement or the construction or interpretation of any provision hereof, the Parties agree that they shall be considered the mutual and collective drafters of the Agreement.

L. Notices.

(i). All notices given under this Agreement shall be deemed properly served if delivered in writing personally or sent by a nationally recognized overnight delivery service. If sent by delivery service, the address used for Advertiser shall be the address indicated on the Ad Insertion Order or the Ad Approval . The address used for Oaklee's Guide shall be as follows:

Oaklee's Guide, LLC
Attention: Managing Member
318 Half Day Road #253
Buffalo Grove, Illinois 60089
Fax Number: 847-478-0384

(ii). The date of notice shall be the date of delivery, if delivered personally, or the date deposited with the overnight courier. For notice by courier to be effective, the noticing Party must also send a copy of the notice to the receiving Parties via facsimile on the date said notice is deposited with said courier. Any change of address of a Party shall be communicated to the other Parties by written notice in accordance with the terms of this Paragraph.

M. Paragraph Titles. The titles and subtitles of the Paragraphs in this Agreement are for reference and identification purposes only. They are not intended to modify, restrict or expand upon the content of the paragraphs themselves.

N. Severability. If any provision of this Agreement is held invalid, inoperative or unenforeable, the other provisions of this Agreement shall be deemed valid, operative and enforceable and, so far as is reasonable and possible, effect shall be given to the intent manifested by the provision held invalid, inoperative or unenforceable. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the Parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

O. Survival of Certain Provisions. The Parties acknowledge that certain terms and conditions of this Agreement, including but not limited to those terms and conditions pertaining to Advertiser's obligation to pay, confidentiality, indemnification, limitation of damages and dispute resolution shall survive the cancellation, completion, non-renewal or termination of this Agreement.

P. Waiver. No course of dealing and no failure to act on any incident of breach under this Agreement shall be construed against Oaklee's Guide as a waiver of its right to act in the future. The waiver of any breach of any term or condition in this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other term or condition. Any failure by Oaklee's Guide to enforce its rights or any failure to seek remedies for any breach of this Agreement will not prejudice said Party's rights or available remedies for any subsequent breach by the other Party.

Q. Conflicting and Controlling Terms and Conditions. To the extent that the Ad Terms conflict with the language set forth in the Ad Insertion Order or the Ad Approval , the Ad Terms shall control and supersede. To the extent that the language in the Ad Insertion Order conflicts with the language in the Ad Approval , the language in the Ad Approval shall control and supersede.