Customer Agreement Terms and Conditions
- Advertising; Services; Terms and Conditions: Customer and Publisher (MBE) agree that Publisher will publish advertising in the Directories and/or provide the Internet Services, in accordance with the terms and conditions of this agreement. These terms and conditions and all applicable additional terms and conditions, order forms and other separate contracts agreed to by you to buy Publisher’s products and services shall together be referred to as this “agreement.” The term “Directories” means the directory or directories listed on this agreement. The term “Internet Services” means the internet advertising and/or website design services listed on this agreement or in a separate agreement between Publisher and Customer. The additional terms and conditions applicable to Customer are hereby incorporated into, and are a part of, this agreement.
- No Obligation to Publish: Publisher reserves the right to reject this agreement, and/or any copy that it deems, in its sole discretion, to be objectionable. Publisher may reject this agreement at any time.
- Duration of Agreement; AUTOMATIC RENEWAL; Distribution of Directories: A. With respect to advertising in the Directories, the term of this agreement is equal to the issue period for each Directory. The issue period for each Directory is 12 months from date of publication. Publisher reserves the right to extend or reduce a Directory’s issue period by no more than six months. If the issue period of a Directory is extended, charges will be extended accordingly. With respect to Internet Services, the initial term of this agreement is for 12 months. Thereafter, this agreement will continue in effect with respect to the Internet Services until Publisher or Customer cancels. Any cancellation by Customer under this paragraph 5 shall be made in accordance with paragraph. Disconnection of Customer’s Phone Number or Termination of Internet Services: The change or disconnection of a phone number in an advertisement, or termination of Internet Services by Customer, will not release Customer from its obligations under this agreement.
- Copy, Proofs and Revisions: A. Customer must furnish all copy for Internet Services prior to the reasonable deadlines set by Publisher. If Customer fails to do so, Publisher may create and publish such copy. Publisher will endeavor to furnish proofs of new and revised display print advertisements, but failure to do so will not relieve Customer of its obligations under this agreement. Color is at the discretion of Publisher. No specific color is guaranteed. Publisher reserves the right to modify camera ready or “spec art” if it does not meet Publisher’s printing requirements. If Customer fails to do so, Customer will remain obligated to make payments for its advertisement, regardless of whether Publisher was able to make the necessary changes. Publisher will determine all headings that appear in its directories. Publisher, at its sole discretion, may refuse to publish an advertisement under a particular heading and does not guarantee the position of an advertisement under a particular heading. Failure to publish an advertisement in a particular position shall not be the basis for claim or adjustment to the amount owed by Customer. Publisher may change the form, appearance, size and content of any of the Directories or of its internet site at any time without notice to Customer.
CUSTOMER AGREES THAT PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS SHALL NOT BE LIABLE FOR ERRORS OR OMISSIONS IN DIRECTORY ADVERTISING IN EXCESS OF THE AMOUNT PAID FOR THE ITEM(S) AND SHALL NOT BE LIABLE FOR LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES ARISING OUT OF SUCH AN OMISSION OR ERROR. NO ADJUSTMENT WILL BE GIVEN FOR DELAY OF PUBLICATION OR DISTRIBUTION OR FOR CHANGES IN THE ANTICIPATED NUMBER OF DIRECTORIES TO BE PUBLISHED OR DISTRIBUTED. PUBLISHER’S LIABILITY FOR ERRORS IN LISTINGS SHALL BE LIMITED TO THE PRICE OF THE LISTING IN QUESTION, AND THERE WILL BE NO ADJUSTMENT WITH RESPECT TO FREE LISTINGS OR FREE ADVERTISEMENTS. IT IS THE CUSTOMER’S RESPONSIBILITY TO NOTIFY PUBLISHER OF ERRORS OR OMISSIONS IMMEDIATELY WITH RESPECT TO CUSTOMER’S INTERNET SERVICES. PUBLISHER WILL ENDEAVOR TO CORRECT ANY SUCH ERROR OR OMISSION PROMPTLY. CUSTOMER WILL NOT BE ENTITLED TO ANY ADJUSTMENT OR CREDIT DUE TO ERRORS OR OMISSIONS IN CUSTOMER’S INTERNET SERVICES. PUBLISHER’S SOLE OBLIGATION BEING TO CORRECT ANY SUCH ERROR OR OMISSION. LIMITATION OF LIABILITY- IN NO EVENT WILL PUBLISHER, ITS EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO CUSTOMER FOR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, ALLEGED LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING. CUSTOMER UNDERSTANDS THAT THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM AGAINST PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS, INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON BREACH OF CONTRACT, TORT (SUCH AS NEGLIGENCE) OR STRICT LIABILITY OR STATUTE.
- Cancellation/Notices to Publisher: With respect to the Internet Services, Customer may cancel this agreement seven (7) days prior to the establishment of the Internet Services. Customer shall give any written notice to Publisher required by this Agreement by email at support@MyBusinessEndorsements.com
- Force Majeure: Publisher shall not be liable to Customer for any failure of the Internet Services resulting from events beyond Publisher’s control, including fire, accident, acts of God, strike, power or telephone failure or the inability to obtain access to any website included in the Internet Services.
- Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; Indemnification: Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print advertising or the Internet Services.
Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its print advertising or in the Internet Services and to appear under the heading classification(s) listed on this agreement. Customer agrees that it is responsible for ensuring that its print advertising and Internet Services comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer’s products or services, whether or not identified in Customer’s print advertising or in the Internet Services.
Customer agrees to indemnify Publisher (and its employees, affiliates and agents) against, and hold Publisher (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by Publisher in the defense thereof, arising out of Customer’s breach or alleged breach of the foregoing representations and warranties.
- Successors and Assigns; Entire Agreement: Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.
- Collection Expense: In the event Publisher refers Customer’s account to a collection agency or attorney due to a non-payment, Customer will be liable for all of Publisher’s reasonable costs and expenses incurred in connection with Customer’s non-payment, including, without limitation, court costs and reasonable attorneys’ fees up to 25% of the amount of the unpaid account balance (plus interest accrued thereon).
- Sales Representative Not Authorized to Make Changes: The sales representative of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.
- Miscellaneous: The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer and that he or she is empowered to bind Customer to the terms and conditions contained herein.
This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business.
Prices do not include federal, state and lMBEl sales, use, excise or gross receipts taxes, if applicable, and Customer agrees to pay or reimburse Publisher for such taxes.
If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect.
This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have the same force and effect as an original counterpart.
This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher.
IN ANY LEGAL PROCEEDINGS RELATED TO THIS AGREEMENT, PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHTS THEY MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.
- Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement
(1) in his/her individual capacity,
(2) as a representative of the Customer, and
(3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer).
By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder. Including amounts due upon or by reason of automatic renewal. Signer hereby waives the right to separate notice and agrees that any notice to Customer constitutes notice to signer.