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Advertising Terms & Conditions

Advertising Terms and Conditions

These terms and conditions apply to all Orders placed by Advertiser with, and accepted by, Publisher.  These terms and conditions are incorporated into each Accepted Order and, together with the Accepted Order, constitute a binding contract between Advertiser and Publisher (“Agreement”).

 

  1. Definitions. Capitalized terms have the meanings set forth or referred to in this Section or in the Section in which they first appear below.

Accepted Order” means an Order delivered to Publisher by Advertiser or its Ad Agency and accepted by Publisher in accordance with the terms of the Agreement.

Advertisement” means a specific advertisement that Advertiser delivers to Publisher pursuant to an Accepted Order.

Advertiser” means the customer, client, or advertiser listed on the Accepted Order.

Advertiser Intellectual Property” means any Intellectual Property owned by or licensed to Advertiser that is embodied in any Advertisement or Creative Component thereof.

Agreement” has the meaning set forth in the preamble.

Creative Components” means, with respect to an Advertisement, the printed text of an Advertisement, any images or visual components, and the size and placement of the printed text of an Advertisement and Artwork on the page of the Publication, including margins, backgrounds, fonts, and colors thereof.

Editorial Content” means all content of the Publication, excluding any advertisements.

Effective Date” means the Start Date set forth in the Order.

Intellectual Property” means any and all Trademarks; original works of authorship and related copyrights and any other intangible property in which any party holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, or other requirement or rule of law of any governmental authority.

Order” means a written order, in the form made available by Publisher from time to time, from Advertiser to Publisher for the placement of Advertisement(s) in Publisher’s Publication(s).

Party” means either Advertiser or Publisher.

Parties” means Advertiser and Publisher, collectively.

Personnel” of a Party means any agents, employees, or subcontractors engaged or appointed by the Party.

Publication” means the publication(s) of Publisher set forth in the Order.

Publisher” means Renaissance Media, LLC, a Michigan limited liability company.

Publisher Policies” means all policies of Publisher regarding advertisements to be published in the Publication, including Specifications, Submission Deadlines, content restrictions, and privacy policies, as may be implemented or amended by Publisher from time to time.

Representatives” means a Party’s affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

Specifications” means the technical specifications of Publisher for all advertisements to be published in the publication as set forth in the Publisher Policies.

Submission Deadline” means any date by which Publisher requires Creative Components, final versions of Advertisements, or any other materials or information from Advertiser to publish an Advertisement in the issue of the Publication agreed in the corresponding Accepted Order.

Trademarks” means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

  1. Agreement to Place Advertisements.
    • Purchase and Sale. Subject to the terms and conditions of the Agreement, during the Term, Publisher shall sell to Advertiser, and Advertiser shall purchase from Publisher, placement of its Advertisement as detailed herein and on any Orders accepted by Publisher. Notwithstanding anything to the contrary, all Orders are subject to acceptance by Publisher in its sole discretion.
    • Use and Obligations of Advertising Agency. Any obligation of Advertiser pursuant to the Agreement may be satisfied by any advertising or media agency appointed by Advertiser to act on Advertiser’s behalf (the “Ad Agency“) and shall be deemed to be an obligation of Advertiser and the Ad Agency. Additionally, any right of Advertiser pursuant to the Agreement may be exercised by the Ad Agency, and shall be deemed to be a right of Advertiser and the Ad Agency.
    • Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and Publisher. The Agreement will not restrict (a) Advertiser from advertising in other publications or media or (b) Publisher from selling ad space to any third parties.
    • Submission of Orders. Advertiser shall initiate all orders for Advertisement placements by delivering to Publisher an Order in the form made available by Publisher via US mail or e-mail. Each Order must include full and complete responses to the information requested on the form. Advertiser’s delivery of an Order to Publisher constitutes an offer pursuant to the terms and conditions set forth herein and on the Order form and no other terms.
    • Amendments to Orders. Advertiser shall have the right to cancel or amend any Order delivered to Publisher, without Publisher’s consent, only if Publisher has not yet accepted the Order. Any such cancellation or amendment must be delivered in writing to Publisher via US mail or e-mail.
    • Acceptance or Rejection of Orders.
      • Publisher has the right, in its sole discretion, to accept or reject any Order.
      • Publisher shall accept any Order by signing the Order or beginning performance.
      • No Order is binding on the Parties unless accepted by Publisher.
    • Conflicting Terms. In the event of any conflict between these terms and conditions and the terms of any Accepted Order, the terms and provisions of the Accepted Order shall control.
  2. Price and Payment.
    • Price. Advertiser shall purchase Advertisement placements from Publisher at the prices set forth on the Accepted Order (“Prices“). Publisher reserves the right to adjust the Prices on thirty (30) days’ Notice to Advertiser.
    • Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser under the Agreement. Advertiser shall be responsible for all such charges, costs, and taxes, except for any taxes imposed on, or with respect to, Publisher’s income, revenues, gross receipts, personnel, real or personal property, or other assets.
    • Payment. Pre-payment may be required at Publisher’s discretion. Publisher shall issue an invoice for each Accepted Order accepted during the applicable billing period. Publisher shall send invoices to Advertiser’s billing address as set forth on the Order. Advertiser shall pay all invoiced amounts due to Publisher on receipt of such invoice. Advertiser shall make all payments in US dollars by check.
    • Invoice Disputes. Advertiser shall notify Publisher in writing of any dispute with an invoice (along with substantiating documentation) within ten days from the date of such invoice. Advertiser will be deemed to have accepted all invoices for which Publisher does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3.
    • Late Payments. Advertiser shall pay interest on all late payments, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable Law.
  3. Advertisement Requirements.
    • Delivery and Marking.
      • Advertiser shall deliver all Advertisements to Publisher in final format in accordance with the Specifications set forth in the then-current Publisher Policies. Subject to Section 1(b), Publisher is not responsible for making any corrections to Advertisements.
      • Any Advertisements that might be mistaken for Editorial Content must be clearly marked “advertisement” or similar language by Advertiser. Publisher reserves the right to require Advertiser to mark any Advertisement as advertising to avoid confusion with Editorial Content.
    • Clearances. Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Advertiser to create any Advertisement and grant Publisher the right to reproduce, print, and distribute it in the Publication.
    • Publisher Policies and Approval.
      • All Creative Components and Advertisements must conform to the then-current Publisher Policies.
      • Publisher reserves the right to reject any Advertisement (regardless of whether such Advertisement was previously accepted) which, in its sole discretion, it determines (i) does not comply with any Publisher Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading, or (v) claims endorsement in any way by Publisher of any products or services.
      • Publisher shall notify Advertiser as soon as reasonably possible of any objection to any Advertisement or any Creative Component therein. Publisher may, in its sole discretion, (i) provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable Submission Deadlines and Publisher’s overall publication schedule or (ii) run a public service announcement or house advertising in place of any rejected Advertisement.
  1. Publisher’s License. Advertiser grants Publisher a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Advertisement, including all of Advertiser’s Intellectual Property contained therein, in the Publication in accordance with the terms of the Agreement. Other than this express license, Advertiser grants no right or license to Publisher by implication, estoppel, or otherwise to any Advertisement or Advertiser Intellectual Property.
  2. Representations, Warranties, and Certain Covenants.
    • Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that:
      • it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, organization, or formation;
      • it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of the Agreement;
      • it has the full right, power, and authority to enter into the Agreement, to grant the rights and licenses granted under the Agreement and to perform its obligations under the Agreement;
      • the execution of the Agreement by its Representative whose signature is set forth on the Accepted Order has been duly authorized by all necessary corporate action of the Party;
      • the Agreement has been executed and delivered by the Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms; and
      • it is now and through the Term shall remain in compliance with all Laws applicable to the performance of its obligations under the Agreement.
    • Advertiser Representations, Warranties, and Covenants. Advertiser represents, warrants, and covenants to Publisher that:
      • at the time of the Advertisement’s publication and dissemination, any statement, claim, or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable Laws, including the Laws of the Federal Trade Commission and (ii) shall comply with all other applicable Laws regarding deceptive trade practices, fair competition, and consumer protection;
      • nothing in any Advertisement or Creative Component will (i) violate any criminal Law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful;
      • Advertiser has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary; and
      • to the extent that any Advertisement or Creative Component is delivered to Publisher in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software.
    • Publisher Covenants. Publisher shall not, and shall not grant any third party the right to:
      • Republish or otherwise reuse, edit, modify, or create any derivative works of any Advertisement or Creative Component thereof in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others.
      • Alter or delete any Advertiser Trademark or Trademark notice included in any Advertisement.
    • NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6, (A) NEITHER PARTY TO, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6
  3. Indemnification.
    • Advertiser Indemnification Obligations. Advertiser shall defend, indemnify, and hold harmless Publisher, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, “Publisher Indemnified Party“), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees, and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers (collectively, “Losses“), incurred by Publisher Indemnified Party arising out or resulting from any claim alleging:
      • breach by Advertiser or its Personnel of any representation, warranty, covenant or other obligations set forth in the Agreement; or
      • negligence or more culpable act or omission of Advertiser or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under the Agreement.
    • Publisher Indemnification Obligations. Publisher shall defend, indemnify, and hold harmless Advertiser, and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Advertiser Indemnified Party“), against any and all Losses, arising out of or resulting from any third-party claim alleging:
      • breach by Publisher or its Personnel of any obligations set forth in the Agreement; or
      • negligence or more culpable act or omission of Publisher Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under the Agreement.
    • Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party’s:
      • willful, reckless, or negligent acts or omissions; or
      • bad faith failure to comply with any of its obligations set forth in the Agreement.
    • Indemnification Procedures. A Party seeking indemnification under this Section 7 (the “Indemnified Party“) shall give the Party from whom indemnification is sought (the “Indemnifying Party“): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle, or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.
  4. Limitation of Liability; Disclaimer of Warranties.
    • Limitation of Liabilities.
      • NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION WITH RESPECT TO THIRD PARTY CLAIMS, LIABILITY FOR BREACH OF CONFIDENTIALITY, LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      • MAXIMUM LIABILITY. PUBLISHER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO PUBLISHER PURSUANT TO THE AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    • JOINT AND SEVERAL LIABILITY BETWEEN ADVERTISER AND AGENCY. ADVERTISER AND AD AGENCY SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE UNDER THE AGREEMENT. ADVERTISER SHALL PROVIDE PUBLISHER WITH EVIDENCE OF AD AGENCY’S ACKNOWLEDGEMENT OF THIS PROVISION AND AGREEMENT TO BE HELD JOINTLY AND SEVERALLY LIABLE WITH ADVERTISER FOR ALL AMOUNTS DUE UNDER THE AGREEMENT.
  5. Confidentiality. From time to time during the Term, either Party (as “Disclosing Party“) may disclose or make available to the other Party (as “Receiving Party“) information about its business affairs and services, confidential information, and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of the Agreement (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall, for 36 months from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (z) not disclose any such Confidential Information to any third party, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party’s written request, the Receiving Party and its Representatives shall promptly return or destroy all Confidential Information and copies thereof that it has received under the Agreement.
  6. Term; Termination.
    • Term. The term of the Agreement commences on the Effective Date and continues until the End Date set forth on the Accepted Order (the “Term“).
    • Mutual Right to Terminate. Either Party may terminate the Agreement upon written Notice to the other Party:
      • if the other Party breaches any provision of the Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within ten (10) days after its receipt of written Notice of such breach;
      • if the other Party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
      • in the event of a Force Majeure Event affecting the other Party’s performance of the Agreement for more than thirty (30) consecutive days.
    • Effect of Termination.
      • Expiration or termination of the Agreement will not affect any rights or obligations that:
        • are to survive the expiration or earlier termination of the Agreement; and
        • were incurred by the Parties prior to such expiration or earlier termination.
      • Notice of termination under the Agreement shall operate as an automatic cancellation of any Advertisements that are scheduled to be published subsequent to the date of the termination Notice, subject to any unavoidable restrictions imposed by Publisher’s production schedule. If Publisher’s production schedule prevents automatic cancellation of any Advertisements, the effective date of termination of the Agreement, solely with respect to any such outstanding Accepted Orders, shall be the date immediately following publication of the final Advertisement unable to be automatically cancelled.
      • Subject to Section 7, the Party terminating the Agreement, or in the case of the expiration of the Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of the Agreement. Termination of the Agreement will not constitute a waiver of any of either Party’s rights, remedies, or defenses under the Agreement, at law, in equity, or otherwise.
  1. Miscellaneous.
    • Further Assurances. Upon a Party’s reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to the Agreement.
    • Entire Agreement. The Agreement as defined herein constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Survival. Subject to the limitations and other provisions of the Agreement, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of the Agreement; and (b) Section 3, Sections 6 through 9, and Section 11 hereof, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Agreement.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the Accepted Order. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt by the Receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
    • Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of the Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify the Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Amendment. No amendment to the Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.
    • Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under the Agreement, without the prior written consent of the other Party. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
    • No Third-Party Beneficiaries.  The Agreement benefits solely the Parties to the Agreement and their respective permitted successors and assigns and nothing in the Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
    • Choice of Law. The Agreement and other related documents, and all matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Michigan.
    • Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Michigan in each case located in the County of Oakland, or if subject matter jurisdiction can be established, in the United States District Court for the Eastern District of Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
    • Counterparts. An Order may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed Order delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy.
    • Force Majeure. Any delay or failure of either Party to perform its obligations under the Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s reasonable control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event“). Changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not excuse performance by Publisher under this Section 13. A Party shall give the other Party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. An affected Party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under the Agreement.
    • Relationship of Parties. Nothing in the Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Publisher is an independent contractor pursuant to the Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

[end of terms and conditions]