Terms of Service PDF Print E-mail
By MidwestBaseballMagazine.com Legal Team   
Sunday, April 01, 2007

 

Please read these terms of use ("Terms of Service") carefully before using this site, which will be referred to in this document as "this Site."   By using this Site, you agree to these Terms of Service and this site’s Privacy Policy (hereinafter collectively “Terms of Service”.  If you do not agree with these Terms of Service, please exit this Site. Regional Baseball LLC reserves the right to terminate or deny access to this Site to any person who violates these Terms of Service, or for any other reason.

1. Introduction and Purpose of this Site.  This Site is owned and operated by Regional Baseball LLC (“Regional Baseball”) for the purpose of facilitating your purchase and placement of advertising content on this Site.  

2. Applicability and Acceptance of Terms of Use.  By accessing or otherwise using this Site, you expressly agree to these Terms of Service as a binding legal agreement between you and Regional Baseball.  You agree that each visit to this Site shall be subject to these Terms of Service.  Regional Baseball reserves the right, at any time, to modify, alter, or update these Terms of Service without prior notice.  You will be notified of any such changes by an updated posting of the new Terms of Service on this page of the Site. Your continued use of the Site after the posting of any amended Terms of Service shall constitute your agreement to be bound by any such changes. Regional Baseball may modify, suspend, discontinue or restrict the use of any portion of the Site without notice or liability. 

3. Advertising Submitted by Users. All parties who submit any Work(s) to Regional
Baseball L.L.C. d/b/a MidwestBaseballMagazine.com
("Regional Baseball") shall relinquish and Regional
Baseball shall obtain the copyright of said Work(s);
thus Regional Baseball shall obtain the rights
including, but not limited to (a) publish, republish,
reprint, distribute, display, transmit, disseminate,
and/or sell via any means or media, including but not
limited via electronic media, the Work(s) in whole or
in part, in and on MidwestBaseballMagazine.com or any
of Regional Baseball’s affiliates and/or websites and
on any websites of companies to which Regional
Baseball licenses the materials for republication
and/or sale; and (b)  to grant the right to publish,
republish, reprint, distribute, display, transmit,
disseminate, sell via any means or media, including
but not limited to electronic media, the Work(s), in
whole or, in part, to any third party.

4. Advertising Submitted by Users.  Confirming your Order for an advertisement ("Advertising") through this Site constitutes acceptance of these Terms of Service, as well as the applicable provisions of the Rate Cards of this Site.  If you cannot agree with these Terms of Service and relevant Rate Cards, do not order advertising through this Site.  Regional Baseball shall publish the Advertising on a space-available basis.  Advertising must comply with Regional Baseball's advertising policies and practices.  Regional Baseball is not guaranteeing publication of the advertisement on a specific date.  Any publication dates provided by Regional Baseball are estimates only.  An advertising contract may not be cancelled or terminated by Advertiser after it is entered into.  Regional Baseball may reject or remove any Advertising (or any portion thereof) at any time for any reason.  Online Advertising may include a link to your Web site, provided however that you may not interfere with a user's ability to link back to Regional Baseball’s Web sites by using the "back" button on their browser or any other standard means of linking.

5. Advertising Policies and Practices.  You agree not to order any advertising through this Site that in any way is fraudulent or involves the sale or offer of anything illegal; that is false, inaccurate or misleading; that creates liability for Regional Baseball or its affiliates; that violates any law, statute, ordinance, or regulation; that discriminates on the grounds of race, religion, national origin, gender, disability, age, marital status, sexual orientation, familial status, color, ancestry, source of income, housing status, or military discharge status; that is damaging, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, hateful, or invasive of another's privacy; that misrepresents you or any other person in any way; that infringes any party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; that is about, of, or concerning any person other than yourself; that contains or constitutes any spam, scam, or unsolicited promotional information; that contains or constitutes software viruses or any other code, data, files, information, content, or matter of any kind that is damaging to computers or to the operation of this Site.

6. Payment.  If payment is not required earlier by Regional Baseball, payment in full must be made by Advertiser net thirty (30) days from the date of the invoice.  A 10% surcharge will be added on invoices past due.  Collection procedures will be initiated on all invoices more than 90 days past due.  If you are an advertising agency, you (i) shall be liable for payment for all advertising placed and invoiced by Regional Baseball regardless of whether the identity of your client is known to Regional Baseball; (ii) agree Regional Baseball will not be bound by any terms, conditions or provisions in any document contrary to the terms of this Agreement; and, (iii) represent and warrant that, as agent for your client, you have all necessary authority to enter this Agreement and place the Order(s).   All taxes and other governmental charges upon the advertisement or any other services or goods provided in connection with the advertising contract, to the extent not forbidden by law to be collected by Regional Baseball from Advertiser, shall be paid by Advertiser to Regional Baseball unless Advertiser furnishes Regional Baseball with effective exemption certificates acceptable to taxing authorities.

7. License.  Regional Baseball reserves the right to change the design, look and feel of its publications at any time for any reason.  You authorize Regional Baseball to bring any claims it may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising.  By submitting text, photos, or other advertising materials ("Materials"), you grant to Regional Baseball and its affiliates a royalty-free, perpetual, irrevocable, nonexclusive, fully transferable, fully sublicensable right and license to copy, modify, display, distribute, perform, archive, store, create derivative works from, and otherwise use and exploit all such Materials in any form, media, software or technology of any kind now existing or developed in the future.  You further grant to Regional Baseball and its affiliates a royalty-free right and license to use your name, image, and likeness in connection with the redistribution of the Materials. 

8. Representations and Warranties; Indemnity.  You represent and warrant that:  (a) you have full power and authority to enter into this Agreement and perform its obligations hereunder; (b) you own (or have the right to use) all content, including all trademarks and copyrighted material, in the Advertising you submitted in your Order; (c) the Advertising and any Web site the Advertising links to will not violate or infringe any law, rule, regulation or right of any third party; (d) you will fulfill all representations and commitments made in any Advertising; and, (e) you will act at all times in accordance with all applicable laws, rules and regulations.  You agree to release, indemnify, defend and hold harmless Regional Baseball and its affiliates, and each of their officers, members, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken by you pursuant to this Agreement; the content of, or representations made in, any Advertising provided by you or on your Web site or any other Web site linked to from your Advertising; and any other content, material or information provided, created or used by you.  Regional Baseball will have the right to reasonably control the defense of any claim involving Regional Baseball and/or its affiliates.

9. Limitation of Liability. If Regional Baseball is unable to publish any Advertisement for any reason, Regional Baseball shall at its option either (a) provide substitute advertising of comparable value, or (b) refund to you a pro rata portion of the fee you have paid to Regional Baseball.  Such remedy shall be your sole remedy for Regional Baseball's failure to publish Advertising. IN NO EVENT SHALL REGIONAL BASEBALL OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER REGIONAL BASEBALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL REGIONAL BASEBALL OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY AMOUNT GREATER THAN THE TOTAL AMOUNT OF THIS AGREEMENT.  REGIONAL BASEBALL EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING REGIONAL BASEBALL'S AND ITS AFFILIATES' 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 VIEW THE ADVERTISEMENT, ANY REGIONAL BASEBALL SITE OR YOUR WEB SITE; (b) ANY BENEFIT YOU MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.

10. Termination.  Except as otherwise provided herein, either party may terminate this Agreement for any breach of the terms of this Agreement; provided, however, that in the event of a minor breach, the breaching party shall be afforded a reasonable cure period.   Regional Baseball may terminate this Agreement immediately if you fail to make any payment required herein.  Upon termination resulting from a breach by you, all amounts due under this Agreement shall immediately become due and payable. Upon termination resulting from a breach by Regional Baseball, and provided that you are not in breach of this Agreement and except for indemnity obligations which shall survive termination of this Agreement, Regional Baseball shall return to you all monies previously paid for services that were not performed and you shall not owe money for Advertising you ordered but Regional Baseball did not publish.

11. Rate Cards.  This Agreement expressly incorporates the terms and conditions of the Rate Cards that apply to the publications in which you have requested that Advertising be published.  If there is any conflict between these Terms of Service and an applicable Rate Card, the Rate Card shall control.  If there is a conflict between your Order and the Rate Card, the Order will control.  Regional Baseball reserves the right to amend the Rate Cards at any given time. Any amendments will apply only to advertisements ordered for publication after the effective date of the amendment. 

12. Force Majeure.  Except for payment obligations, neither party shall be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor trouble, unavoidable accident, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, failure of any third party system or product, or any other cause beyond the control of that party.

13. Site Content. All information, content, services and software available on this Site (collectively, the "Content") is protected by copyright and other intellectual property laws. The Content is owned by Regional Baseball, its Affiliates, and/or their respective licensors and suppliers (collectively, "Licensors").

14. Copyright Complaints. Regional Baseball respects the intellectual property of others.  If you believe your work has been copied in a way that constitutes copyright infringement or are aware of any infringing material or content on the Site, please contact us at the address listed below under the heading "Contact Us."

15. Trademarks. You acknowledge that the Content includes certain trademarks and service marks owned by Regional Baseball, its Affiliates, Licensors and others. You agree not to copy, use or otherwise infringe upon or dilute these trademarks or service marks. You further agree that you will not alter or remove any trademark, copyright or other notice from any copies of the Content.

16. Software. All software programming, including without limitation all HTML and other code contained in this Site (collectively, "Software"), is owned by Regional Baseball and/or its Licensors and is protected by copyright laws and other intellectual property laws, including international treaty provisions. Any unauthorized access to, reproduction, redistribution, publication, display or other use of the Software is expressly prohibited by law and may result in severe civil and/or criminal penalties.

17. Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of law provisions. You hereby agree that any cause of action you may have with respect to the Site must be exclusively filed in the federal or state courts located in Cook County, Illinois, within six (6) months after the cause of action arises or the cause is barred. 

18. Other Terms.  As a condition of using this Site, you agree that all causes of action arising out of or connected with this Site shall be resolved individually, without resort to any form of class action. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of these Terms of Service will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. Failure by Regional Baseball to enforce any provision of this Terms of Service will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Service.  The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. In the event of termination of this Agreement for any reason, you agree the following provisions will survive: the indemnity provisions, the license(s) you have granted to Regional Baseball and its affiliates, and all other provisions for which survival is equitable or appropriate.

19. Modification; Severability.  The advertising contract may be modified only upon Publisher’s written consent.  If any provision hereof is determined to be invalid, unenforceable or illegal, then such provision shall be fully severable and this advertising contract shall be enforced and constructed as if such provision had never been a part hereof.

20. Contact Us. To contact us, please use the following:
Regional Baseball, L.L.C
c/o Eric Grodsky
1749 N. Wells St. #415
Chicago, IL 60614email: This e-mail address is being protected from spam bots, you need JavaScript enabled to view it
Phone: 312.498.0083
 

 
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