Advertising Agreement


This Advertising Agreement ("Agreement") is entered into as of the date of acceptance by Lambda Legal Defense and Education Fund ("Advertiser") and governs the terms under which Advertiser will advertise its services through Microsoft Ads.

1. Parties

This Agreement is made between:
Lambda Legal Defense and Education Fund
Address: 120 Wall St Fl 19, New York City, NY 10005-3919, USA
Phone: +1 (646) 389-0960
Email: mrjenning@outlook.com
EIN: 23-7395681

And Microsoft Corporation, or its affiliates ("Microsoft Ads"), providing advertising services.

2. Purpose

The purpose of this Agreement is to outline the terms and conditions under which Lambda Legal Defense and Education Fund may use Microsoft Ads to promote its mission, services, and campaigns related to legal defense and education  rights and equality.

3. Advertiser Responsibilities

3.1 Content Compliance : Advertiser agrees to ensure that all advertisements comply with Microsoft Ads policies, including but not limited to:

  • Prohibition of misleading, deceptive, or offensive content.
  • Compliance with all applicable laws and regulations, including those related to non-discrimination and privacy.

3.2 Accurate Information : Advertiser warrants that all information provided for the creation and operation of ads, including landing pages, is accurate, up-to-date, and does not infringe on any third-party rights.

3.3 Prohibited Content : Advertiser will not promote content that violates Microsoft Ads policies, including but not limited to:

  • Hate speech, discrimination, or violence.
  • Misleading claims about products, services, or outcomes.

3.4 Landing Page Requirements : All ads must direct users to a functional landing page that aligns with the ad's content and provides clear information about Lambda Legal Defense and Education Fund's mission and services.

4. Payment Terms

4.1 Billing : Advertiser agrees to pay for advertising services in accordance with Microsoft Ads' billing practices. Payments will be processed based on the agreed-upon budget and campaign settings.

4.2 Taxes : Advertiser is responsible for any applicable taxes, duties, or fees associated with the advertising services, unless otherwise stated by Microsoft Ads.

4.3 Disputes : Any disputes regarding billing must be reported to Microsoft Ads within 30 days of the invoice date.

5. Intellectual Property

5.1 Ownership : Advertiser retains ownership of all intellectual property rights in the content it provides for the ads.

5.2 License Grant : Advertiser grants Microsoft Ads a non-exclusive, worldwide, royalty-free license to use, display, and distribute the ad content for the purposes of delivering the advertising services.

5.3 Third-Party Claims : Advertiser agrees to indemnify and hold harmless Microsoft Ads from any claims arising from the use of Advertiser's content, including but not limited to copyright infringement, trademark violations, or defamation.

6. Termination

6.1 Termination by Either Party : Either party may terminate this Agreement at any time by providing written notice to the other party.

6.2 Effect of Termination : Upon termination, Advertiser will remain responsible for any charges incurred prior to the termination date. Microsoft Ads reserves the right to suspend or remove Advertiser's ads immediately upon termination.

7. Representations and Warranties

7.1 Advertiser represents and warrants that:

  • It has the legal authority to enter into this Agreement.
  • Its use of Microsoft Ads services will not violate any third-party rights or applicable laws.

7.2 Microsoft Ads makes no warranties, express or implied, regarding the performance or results of the advertising services.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages : In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement.

8.2 Cap on Liability : Microsoft Ads' total liability to Advertiser under this Agreement shall not exceed the total amount paid by Advertiser for the advertising services during the preceding 12 months.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings, whether written or oral.

11. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

Acceptance
By submitting this Agreement, Lambda Legal Defense and Education Fund acknowledges that it has read, understood, and agrees to be bound by the terms and conditions outlined herein.

Date: ___________________________
Authorized Signatory: ___________________________
Name (Print): ___________________________
Title: ___________________________

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