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SKORDLE Advertising Terms & Conditions

SKORDLE ADVERTISING TERMS AND CONDITIONS (aka. Terms of Service)

These Terms and Conditions shall apply to the Agreement for services contracted for by  Advertiser (the “Services”) as set forth in one or more Invoices which shall reference these Terms  and Conditions; and the Terms and Conditions contained herein will be a part of any such Invoice  and Agreement. Completion of the Invoice and these Terms and Conditions may be accomplished  by a printed agreement or an online agreement through SKORDLE’s website.  

  1. Pricing and Terms of Payment.  

(a) Prices for Services are specified in the Agreement and all terms are due upon receipt,  unless otherwise specified. Payment must be made via acceptable form such as credit  card or prepayment. Failure to pay within specified terms may at the option of  SKORDLE result in the suspension of Services and imposition of interest charges at  the rate of a 1.5% per month. 

(b) Automatic Renewal. Annual contracted Services that are automatically renewed may  be charged automatically to Advertiser’s payment form of record. Advertisers shall  have the responsibility to ensure information for the payment form of record is current and  accurate. Failure of payment for automatically renewed services may at the option of  SKORDLE result in the suspension of Services and imposition of interest charges at  the rate of a 1.5% per month. 

(c) Annual Rate Increase: Prices for Services may be adjusted from time to time, but no  more than once per year. No annual rate increase is intended to be greater than 5%  annually; in the event an annual rate increase will be greater than 5%, SKORDLE will  provide notice to Advertiser at least thirty (30) days in advance of the end of the Term.  Advertiser’s assent to the Terms and Conditions constitutes agreement to such annual  rate increase. 

  1. Advertiser’s Responsibilities. Advertiser shall be solely responsible for: 

(a) Procurement or development of Advertiser’s content (discounts may be made available  through SKORDLE or its affiliates); 

(b) Ensuring accuracy and correctness of all content provided to SKORDLE, including but  not limited to colors, graphics, or click-throughs;  

(c) Ensuring all content complies with Oklahoma law and does not include the promotion  of any alcohol, tobacco, firearms, or other advertising which may be deemed illegal or  inappropriate for a youth audience; and 

(d) Ensuring delivery of advertisement to SKORDLE;  

(e) Guaranteeing Advertiser is the owner of all content and hereby providing a non exclusive license to SKORDLE to use, modify, and display Advertiser content in any  SKORDLE platform. 

  1. Approval and Use of Advertiser’s Content.  

(a) SKORDLE shall have the right, solely at its exclusive discretion, to refuse Advertiser’s  content in order to comply with Oklahoma law and to maintain consistency and  integrity of SKORDLE’s brands and platforms,  

(b) In addition to the advertisement spots identified in the Agreement, SKORDLE may,  solely at its option, provide space for Advertiser’s advertisement in other streamed  events for the contracted school(s), including alternate sports or other school related  activities. Additionally, SKORDLE may use Advertiser’s content, including  Advertiser’s name and logo, on the SKORDLE website or in the SKORDLE  application. 

(c) SKORDLE may, at its option, contribute a portion of fees paid by Advertiser to School  and in doing so may also identify Advertiser as a source of those funds to School. 

  1. Term. The Term for the Services provided shall be as specified in the Agreement.  For any annual Term, the Services shall automatically renew for an additional twelve (12) months  unless canceled by either party in writing at least thirty (30) days in advance of the end of the  Term. SKORDLE may, but will not be obligated to, send an automatic renewal notice  approximately sixty (60) days prior to the end of the Term.  
  2. Independent Contractor. SKORDLE is an independent contractor under this  Agreement and the Services provided hereunder are not exclusive to Advertiser. Additionally,  SKORDLE will perform its services in a commercially reasonable manner, but no specific result  or impact on Advertiser’s business is guaranteed.  
  3. Notices. Any notice or communication required or permitted to be given by this  Agreement must be (i) given in writing, and (ii) be personally delivered or mailed by prepaid mail  or overnight courier to the party to whom such notice or communication is directed, to the address  of such party as follows: 

To SKORDLE: Skordle Advertising, LLC 

Attn: Eric Weisgarber 

15401 N. May Ave., Suite 9B 

Edmond, Oklahoma 73013 

To Advertiser: sent to contact address specified in Invoice 

Any such notice or communication shall be deemed to have been given on (i) the day such  notice or communication is personally delivered, (ii) three (3) days after such notice or  communication is mailed by prepaid certified or registered mail, or (iii) one (1) working day after  such notice or communication is sent by overnight courier,. A Party may, for purposes of this  Agreement, change its address or the person to whom a notice or other communication is marked  to the attention of by giving notice of such change to the other Party pursuant to this Agreement. 

  1. Warranties. SKORDLE shall provide Services in a good workmanlike and  professional manner consistent with current industry standards. No guarantee or provision is made  with regard to the number of impressions or click-throughs for Advertiser’s content. WITH THE  EXCEPTION OF THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS  AGREEMENT, SKORDLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR  IMPLIED UNDER LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND  FITNESS FOR A PARTICULAR PURPOSE. SKORDLE DOES NOT PROMISE THAT THE  STREAMING SERVICES PROVIDED WILL BE ERROR-FREE OR WILL OPERATE  WITHOUT INTERRUPTION. 
  2. Limitation of Liability. SKORDLE WILL NOT UNDER ANY  CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR  CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, PROPERTY  DAMAGE, LOSS OF PROFIT, LOST TIME, LOSS OF DATA, LOSS OF USE OF ANY SUCH  EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, TECHNOLOGY  OR SERVICES, OR ANY OTHER DAMAGES RESULTING FROM THE BREAKDOWN OR  FAILURE OF ANY COMPUTER PRODUCTS, HARDWARE OR SOFTWARE, OR FROM  DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE ON ANY COMPUTER  PRODUCTS, HARDWARE OR SOFTWARE EVEN IF IT HAS BEEN ADVISED OF THE  LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE  CONTRARY IN THIS AGREEMENT, SKORDLE’S LIABILITY FOR DAMAGES  RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO  SKORDLE’S NEGLIGENCE OR USE OF DEFECTIVE PARTS OR COMPONENTS,  WHETHER OR NOT SUCH DEFECT WAS KNOWN OR DISCOVERABLE, SHALL NOT  EXCEED THE ACTUAL PRICE PAID TO SKORDLE BY ADVERTISER FOR THE  SERVICES. SKORDLE does not and cannot control the flow of data over the Internet or the  integrity of the Internet. Therefore, SKORDLE disclaims all liability for loss of data, corruption  of data, or inability to provide Services, as a result of disruptions, slowdowns, breakdowns, or  other technical issues affecting the Internet. 
  3. Force Majeure. SKORDLE shall not be liable for any failure, inability or delay to  provide Services, if such failure, inability or delay is due to circumstances beyond its reasonable  control, including, but not limited to, acts of God, war, terrorism, strike, lockout, labor disturbance,  social conflict, fire, explosion, earthquake, sabotage, or pandemic, or other acts required or  requested by Federal, State or local governments or any of their subdivisions, bureaus or agencies,  including individual schools or school districts. SKORDLE may, at its option, cancel this  Agreement or delay performance hereunder for any period reasonably necessary due to any of the  foregoing, during which time this Agreement shall remain in full force and effect. SKORDLE shall  have the further right to resume provision of Services as Seller may consider equitable. 
  4. Indemnification.  

(a) Advertiser Indemnification. SKORDLE cannot undertake to verify all the materials or  facts supplied or provided by Advertiser. Because of this, Advertiser agrees to  indemnify, defend and hold harmless SKORDLE and its employees, officers, directors,  shareholders and agents from and against all liabilities, losses, damages or expenses,  including reasonable attorneys’ fees and costs, incurred as the result of any claim, suit  or proceeding brought or threatened arising out of (i) the nature or use of any information, representations, or content provided by Advertiser; or (ii) infringement or  claims of infringement arising out of SKORDLE’s adherence to Advertiser’s  instructions (excluding claims covered under our indemnity below).  

(b) SKORDLE Indemnification. SKORDLE will indemnify, defend and hold harmless  Advertiser and its employees, officers, directors, shareholders and agents against all  liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs,  incurred as the result of any claim, suit or proceeding brought or threatened against  Advertiser based upon or arising out of any streaming services furnished by SKORDLE  pertaining to libel, slander, defamation, copyright infringement, invasion of privacy  and/or plagiarism, except to the extent that such claims arise from information or  materials supplied by or through Advertiser, or to the extent such costs/claims are  covered by Advertiser’s insurance coverage.  

  1. Dispute Resolution. In the event of a dispute between SKORDLE and Advertiser  arising from this Agreement, then the dispute will be settled or resolved by confidential arbitration  in Oklahoma City, Oklahoma. The parties will mutually determine who the arbitrator will be from  a list of arbitrators obtained from the AAA office located in Oklahoma City, Oklahoma. If the  parties are unable to agree on the arbitrator, the arbitrator will be selected by AAA. In rendering  an award, the arbitrator will not have authority to award damages in excess or other than the types  allowed in this Agreement. The arbitrator’s award shall be final, binding and conclusive upon the  parties, and the judgment rendered thereon may be entered in any court having jurisdiction thereof.  This Agreement shall be governed by the Laws of the State of Oklahoma. 

“SKORDLE” Skordle Advertising, LLC an Oklahoma limited liability company”