This Agreement (this “Agreement”) is made and entered effective on the date of submission (the “Effective Date”) by and between Dulles Moms LLC, dba DullesMoms.com (hereinafter “Company”), a limited liability company registered in the Commonwealth of Virginia, and the advertiser whose signature is contained in the signature line at the end of this agreement (hereinafter “Advertiser”).
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
a. Advertiser hereby purchases the identified advertising package (the “Package”) from the Company at the listed rates and for the specified duration: Please see the most recent invoice for package details.
b. Any additional services not otherwise contracted for herein shall be agreed to in writing between the parties, and the provision of advertising services shall be reflected in subsequent Company invoices.
a. Company shall provide an invoice to Advertiser reflecting the amount due for the Package purchased herein.
b. Advertiser agrees to pay the total amount listed in the billing invoice within thirty (30) days of the billing date listed on the Company’s invoice.
c. In the event that any account becomes past due, the full amount of the Advertiser’s account shall become due immediately.
d. Unpaid amount shall accrue interest at 2% per month.
e. Company reserves the right to request full or partial payment before publishing any advertisement on behalf of Advertiser.
f. Company reserves the right to cease publishing any advertisement when payment for previous advertising is over forty-five (45) days overdue.
g. Advertiser agrees to bear responsibility for all expenses incurred by Company in connection with the collection of past due amounts payable, including attorney’s fees and costs.
h. If any check or other payment to Company is returned, rejected, or dishonored, Company or any third party on its behalf, as applicable, may in each instance, to the extent permitted by law, assess a charge of fifty dollars ($50) for each returned check in addition to a charge equal to the total of all charges, costs, and expenses incurred by Company in connection with the collection, and/or Company may charge such other fees as may be permitted by applicable law.
3. Company Representations & Obligations
a. Company does not infer, promise, or guarantee exclusivity to the Advertiser. This includes business type, channel, event, promotion, or relatedness.
b. Except as otherwise expressly identified herein or otherwise identified in subsequent Company invoices, positioning of advertisements is at the sole discretion of the Company.
c. Advertiser acknowledges that Company has not made any guarantees with respect to usage, statistics, or levels of impressions for any advertising except where expressly identified below or otherwise identified in subsequent Company invoices.
d. Company does not provide click-through metrics reports.
e. Company will only provide site traffic metrics, as well as Facebook Lifetime Post Impressions.
a. Cancellations are at the sole discretion of the Company.
b. Advertiser understands and agrees that no refunds shall be issued if cancellation occurs as a result of Advertiser’s material breach of any of the terms set forth herein.
c. Should the Company exercise its right to cancel advertising services identified herein for any reason other than Advertiser’s material breach of this Agreement and before the conclusion of the contracted-for duration, the Company shall provide to Advertiser a prorated refund to be reflected in the subsequent and final Company invoice.
5. Indemnification & Limitations on Liability
a. Advertiser assumes all liability for the content of advertising and agrees to defend, hold harmless, and indemnify Company from all claims, losses, judgments, damages, costs, and expenses of any nature whatsoever, including but not limited to reasonable attorney fees, for which Company may become liable by reason of its publication of the Advertiser’s advertisements.
b. Liability for typographical errors, wrong insertions, late publications, and/or nonpublication, or other nonperformance is limited to the monthly amount charged to the Advertiser by Company for the specific package element affected.
c. Recourse hereunder against Company shall forever be limited exclusively to the amount owed by Advertiser for the month in which the alleged liability arose. In no event shall recourse include consequential, special, or indirect damages or claims for loss of profit or business. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to the Company in advance or could have reasonably been foreseen by the Company. No individual member, officer, official, employee, volunteer, agent, or affiliate of the Company shall be personally liable hereunder, and no recourse shall be held against any such party’s assets by reason of a breach of this Agreement by the Company or otherwise. The provisions of this section shall survive the termination of this Agreement.
d. Neither party shall be held responsible for delay or failure in performance under this Agreement caused by acts of God, fires, floods, strikes, terrorism, work stoppages, the breakdown of equipment, government action, internet or website downtime, or other causes beyond the affected parties’ reasonable control.
e. Failure or omission by Company at any time to enforce or require strict or timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of Company to avail itself of remedies it may have in respect to any breach of that provision. Any waiver or consent given by Company must be in writing and shall be effective only as to that instance and will not be construed as a bar to or waiver of any right on any other occasion.
a. This Agreement is governed by the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be subject to the exclusive jurisdiction of courts located in the Commonwealth of Virginia located nearest to the Company’s principal business office and Advertiser, and the Company consent to the personal jurisdiction of such courts and waive any objection to such courts’ jurisdiction and venue.
b. This Agreement may be executed by facsimile, PDF, or electronic agreement, and in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.