Terms and Conditions
This document contains the entire agreement between the Client and ADN
(Agreement and Quote). The client may not transfer or assign any of its rights under this Agreement. This Agreement may be modified only by a written document signed by both parties.
Representations and Warranties/Indemnity.
Client represents and warrants that:
(a) it has full power and authority to enter into this Agreement and perform its
obligations hereunder;
(b) it owns (or has the right to use) all content, including all trademarks and copyrighted
material, provided to Publisher or otherwise used by Client pursuant to this Agreement;
(c) the Client and any other content published or displayed pursuant to this Agreement
will not violate or infringe any law, rule, regulation, or right of any third party;
(d) it will fulfill all representations and commitments made in any Advertising; and,
(e) it will act at all times in accordance with all applicable laws, rules, and regulations.
Client shall indemnify, defend and hold harmless Publisher, its affiliated companies, and each of their officers, 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 Client pursuant to this Agreement; Client´s person, property or assets; the content of, or representations made in, any Advertising or on Client’s Website; and, any other content, material, or information provided, created, or used by Client. ADN will have the right to control the defense of any claim involving ADN.
Limitation of Liability
IN NO EVENT SHALL THE PUBLISHER BE LIABLE TO THE ADVERTISER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE PUBLISHER BE LIABLE TO THE ADVERTISER FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID BY THE ADVERTISER TO THE PUBLISHER UNDER THIS AGREEMENT FOR THE MOST RECENT THREE-MONTH PERIOD PRIOR TO ANY ALLEGED CLAIM BY THE ADVERTISER. PUBLISHER EXPRESSLY DISCLAIMS ALL
WARRANTIES REGARDING PUBLISHER 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 ACCESS THE ADVERTISEMENT; (B) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (C) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.
Termination
ADN may terminate this Agreement immediately if Client fails to make any payment required herein, or if Client breaches any other portion of this Agreement. Upon termination, all amounts due under this
Unforeseeable Circumstances
Except for payment obligations, neither party shall be deemed in default of this
Agreement, nor shall it hold the other party responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of unforeseeable circumstances event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
Governing Law
This Agreement and the validity thereof shall be construed, interpreted, and enforced pursuant to and in accordance with the substantive law (excluding choice of law provisions) of the State of Alabama. The Parties agree that any action related to this Agreement, or its terms may be brought only in a federal or state court sitting in Alabama.