1.  Unless otherwise provided by the Advertising Agreement/Insertion Order (“Agreement” or “Insertion Order”), advertising begins on the date service is made available to the Agency/Advertiser, (“Customer”). Unsigned  Agreements become null and void 30 days from the order date. TransCore may cancel any or all service without notice if Customer is in violation of any term or condition of this Agreement.

2.  All amounts listed on Insertion Orders will be billed monthly, unless otherwise noted. Production fees and/or set-up charges are due up front unless other arrangements have been made with TransCore. Please reference the rate schedule quoted on the advertising Insertion Order. Payment is due Net thirty (30) days from date of invoice.

3.  Payment is due in U.S. funds. TransCore may require a security deposit payable in advance of initiating any service. If any amount due TransCore is not paid as speci­fied, such amount will be subject to a ­finance charge, equal to 1-1/2% of the unpaid balance per month (18%per annum) or the highest amount allowed by law. TransCore shall apply all payments on accounts fi­rst to fi­nance charges, and the remainder, if any, to the principal.

4.  All billing disputes must be presented in writing to TransCore within 45 days of invoice date. Direct inquiries should be directed to the Customer Financial Services department, TransCore, P.O. Box 23519, Portland, Oregon 97281-3519, or via fax at (503) 526-6453.

5.  Cancellations must be in writing with a 60 day notice. Advertising cancelled before contract end date will be subject to the appropriate rate adjustment including any short rate charges. “Short Rate” is defined as the difference between the lower contracted discount rate and a non-discounted rate. When the Customer fails to meet the previously contracted volume of space or frequency, the Customer will be billed for that difference, ie “short rate” for the time the advertising was run, prior to cancellation.

6.  Customer has all necessary rights to utilize text and images provided to TransCore.

7.  Customer agrees to indemnify and hold TransCore harmless from any claim, loss or damage including attorney’s fees arising from Customer’s use of TransCore advertising. Customer acknowledges that in the event advertising does not run as scheduled, TransCore liability under this Agreement shall not exceed the total amount paid by Customer to TransCore during the preceding thirty (30) day period for contracts with renewal clauses.

8. Customer acknowledges that TransCore’s sole obligation and exclusive responsibility in the event of material and continuing non-conformity, defect or error in the information of service shall be to take reasonable corrective actions upon discovery of the problem, and in no event shall TransCore and /or its third party information provider’s cumulative liability under this Agreement exceed the total fees paid by the Customer to TransCore during the preceding 30-day period.

9.  Information provided by TransCore or its third party information providers is protected by federal copyright law, and is proprietary to TransCore and/or its third party information providers. Customer shall use the information provided by TransCore solely for its own internal business purposes, and shall not reproduce, republish, resell, or distribute such information in any format, in whole or in part, for sale or commercial use by third parties. Customer agrees that any violation of this provision is subject to legal action for damages and/or equitable relief by TransCore, and by any affected third party information provider.

10.  Customer acknowledges and shall abide by the terms of the Privacy Statement (www.transcoremedia.com) which discloses the information gathering and dissemination practices of TransCore.

11.  This Agreement including any Addenda here to represents the entire agreement between parties. All matters shall be governed by the laws of the State of Oregon. In the event TransCore retains legal counsel to enforce this Agreement the prevailing party shall be entitled to receive its attorney’s fees, including fees on appeal or other judicial review, in addition to damages incurred, whether or not suit or action is commenced.

12. These Terms & Conditions may change from time to time. We will not reduce your rights under these Terms & Conditions without your explicit consent, and we expect most such changes will be minor. Changes to the Terms & Conditions will be posted at www.transcoremedia.com.