TERMS & AGREEMENTS
- Complete Contract
This agreement constitutes the entire contract between Referral Solutions, Inc (LocalCouponsOnline.com) and the advertiser for the advertising described hereon (“the advertising”) and supercedes all prior understandings, oral or otherwise, between the parties. The parties intend to be legally bound by the terms of this Agreement as stated hereon.
- Terms
a. Advertiser hereby applies for the advertising described on the reverse side subject to the payment terms described on the reverse side.
b. Referral Solutions, Inc. reserves the right to change advertising rates and any other term in this agreement upon 30 days written notice to the advertiser. Advertiser shall have the right to terminate this agreement if any such change is not acceptable upon written notice to Referral Solutions, Inc within the thirty day period. If Advertiser does not so notify Referral Solutions, Inc, such change will be deemed agreed to by the parties.
c. If Advertiser cancels their ad after signing this Agreement, but prior to submission of their ad copy, 50% of the total cost of the ad shall be immediately due and payable to Referral Solutions, Inc. If Advertiser cancels their ad after approval of proof, 100% of the total cost of the ad shall be immediately due and payable to Referral Solutions, Inc.
d. In the event that payment is not made or made late by the Advertiser in accordance with the conditions of this contract, Referral Solutions, Inc reserves the right at any time without notice to Advertiser, to cancel or reject all or any of the advertising which is the subject of this Agreement. Referral Solutions, Inc reserves the right to cancel credit granted to any Advertiser at any time, with our without cause.
e. If any invoice is not paid in accordance with its terms, there shall be added thereto and made an integral part thereof a late charge at the rate of 1.5% per month on the unpaid balance for each month or fraction of a month, that such balance becomes or remains unpaid, plus all costs incurred in collection, together with attorney’s fees of 30% of such unpaid balance.
f. Advertiser agrees to be liable and to indemnify Referral Solutions, Inc for all sales, service or other taxes which are not collected at the time of payment, but which are ultimately determined to be payable in connection with this Agreement.
g. If Advertiser receives a multi-issues discounted advertising rate, but does not fulfill agreement, then the rate for each ad published will be increased to the standard Referral Solutions Rate Sheet amount which would have been charged based on the actual number of ads published.
h. Referral Solutions, Inc’ s obligations under this Agreement may be terminated by Referral Solutions, Inc if Advertiser fails to pay any amount when due.
i. If Advertiser is an agent for the entity on behalf of whom the advertisement is placed, Advertiser shall pay Referral Solutions, Inc all amounts due under this Agreement, regardless of the entity’s failure to pay Advertiser.
- Disclaimer of Warranties and Limitations of Referral Solutions, Inc’ s Liability
a. Referral Solutions, Inc makes no warranties, express or implied, with respect to results, Advertiser may obtain through products and services supplied by Referral Solutions, Inc.
b. Advertiser agrees to assume responsibilities for all errors in copy; proofread by Advertiser where the advertisement printed corresponds to the approved proof. Advertiser agrees to return proof within 24 hours of its receipt. If Referral Solutions, Inc does not receive notice of corrections within 24 hours, Referral Solutions, Inc assumes that final proof is correct and that the ad will be published as the ad appears on the final proof.
c. Referral Solutions, Inc intends to use its best efforts to ensure that all advertising is carried out in accordance with this Agreement however, it is possible for errors, omissions of the other mishaps to occur. Referral Solutions, Inc is under no liability in such a case. Referral Solutions, Inc does not guarantee exact color matches.
d. Referral Solutions, Inc shall not be liable to Advertiser for delays in publication, damages resulting from failure to include all or any items of advertising in a publication of from error in the advertising as printed , in excess of the monies paid for the relevant part of such advertising for the issue in which the errors or omission occurred. Referral Solutions, Inc shall not be required to correct any error or omission occurred. Referral Solutions, Inc shall not be required to correct any error or omission in any advertising.
e. If due to computer processing or technology errors an item or publication is printed or processed inaccurately Referral Solutions, Inc is not liable.
f. Advertiser agrees to notify Referral Solutions, Inc within 30 days of any error or for any request for credit of any kind for any reason.
- Copyright and Trademarks
a. Advertiser assumes sole responsibility for the protection of its copyright in any writing, pictorial illustration, maps, etc. included in its advertising.
b. Advertiser warrants that he has the right to use any trademark, trade name, or service mark in the manner and in accordance with the copy submitted. Advertiser further warrants he has the right to use any name, portrait, picture or illustration shown in the copy submitted. Advertiser agrees to give notice in writing if he should cease to have such right.
c. Advertiser agrees to defend, indemnify, and hold Referral Solutions, Inc harmless from and against any and all liability, claims, demand suits or causes of action, whether or not attributable to negligence, and will pay all expenses, including attorney’s fees incurred by Referral Solutions, Inc in the defense thereof, arising out of it’s publication of any trademark, trade name, service mark or portrait, picture or illustration in accordance with this Agreement.
- Referral Solutions, Inc Owns Advertising Materials and Copyright Thereon
a. Referral Solutions, Inc shall have sole ownership of any copyright obtained on the publication in which the advertising appears.
b. The copy, illustration and other artwork, excluding registered trademarks and service marks used in preparation of advertising, are and shall remain the property of Referral Solutions, Inc. The advertising may not be reproduced or assigned for reproduction in whole or in part without prior express written consent of Referral Solutions, Inc. Such consent, if given by Referral Solutions, Inc, will be given for an additional fee.
- Severability
If any paragraph or portion of this Agreement is declared invalid under local law, it is only to that extent to be admitted, and all other Terms and Conditions of this Agreement shall remain in full force and effect.
- Assignment
This Agreement may not be assigned without the express written consent of Referral Solutions, Inc.
- Venue/Jurisdiction
This Agreement is entered into in Montgomery County, Maryland, and all parties hereto consent to personal jurisdiction in the courts of the State of Maryland sitting in Montgomery County. All parties hereby consent to venue in the courts of Montgomery County, Maryland for all actions arising under or in connection with this Agreement.
