| Advertiser acknowledges that the sole obligation of STUDENTS FOR
SAFER SCHOOLS, INC. is to display an advertisement (the
"advertisement") from Advertiser which conforms to the
specifications set forth elsewhere in the Agreement. In this regard,
Advertiser agrees that (i) STUDENTS FOR SAFER SCHOOLS, INC. has the
right to market, display, perform, transmit and promote the
advertisement, and (ii) users of STUDENTS FOR SAFER SCHOOLS, INC.
services have the right to access and use the advertisement and any
content and/or services directly linked to the advertisement (the
"Advertiser Web Content").
All advertising will be invoiced immediately upon acceptance and
payment in full will be due upon receipt of the invoice. Advertiser
understands that once this Agreement is executed there shall be no
refunds or proration of rates even if Advertiser elects to
discontinue the advertisement prior to its publication. Orders are
accepted subject to the terms and provisions set forth in this
agreement. Advertising prices are subject to change; any price
changes will apply to any additional advertising services requested
by Advertiser after such price change.
UNDER NO CIRCUMSTANCES SHALL STUDENTS FOR SAFER SCHOOLS, INC. BE
LIABLE TO THE ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE,
AND WHETHER OR NOT STUDENTS FOR SAFER SCHOOLS, INC. HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE
ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN. STUDENTS FOR SAFER
SCHOOLS, INC. SHALL IN NO EVENT BE LIABLE TO ADVERTISER FOR MORE
THAN THE TOTAL AMOUNT PAID TO STUDENTS FOR SAFER SCHOOLS, INC. BY
ADVERTISER HEREUNDER. STUDENTS FOR SAFER SCHOOLS, INC. MAKES NO
REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, REGARDING STUDENTS FOR SAFER SCHOOLS, INC.
SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STUDENTS FOR SAFER
SCHOOLS, INC. SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE
NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENT AND (II) ANY
BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE ADVERTISEMENT
WITHIN THE STUDENTS FOR SAFER SCHOOLS, INC. PUBLICATIONS.
Advertiser is solely responsible for any legal liability arising
out of or relating to (1) the advertisement and/or (2) the
Advertiser Web Content. Advertiser represents and warrants that the
advertisement complies with STUDENTS FOR SAFER SCHOOLS, INC.
advertising standards; and that Advertiser holds the necessary
rights to permit the use of the advertisement by STUDENTS FOR SAFER
SCHOOLS, INC. for the purpose of this Agreement; and that the use,
reproduction, distribution, or transmission of the advertisement
will not violate any criminal laws or any rights of any third
parties, including, but not limited to, such violations as
infringement or misappropriation of any copyright, patent,
trademark, trade secret, music, image, or other proprietary or
property right, false advertising, unfair competition, defamation,
invasion of privacy or rights of celebrity, violation of any
anti-discrimination law or regulation, or any other right of any
person or entity.
Advertiser agrees to indemnify STUDENTS FOR SAFER SCHOOLS, INC.
and to hold STUDENTS FOR SAFER SCHOOLS, INC. harmless from any and
all liability, loss, damages, claims, or causes of action, including
reasonable legal fees and expenses that may be incurred by STUDENTS
FOR SAFER SCHOOLS, INC., arising out of or related to Advertiser's
breach of any of the foregoing representations and warranties.
STUDENTS FOR SAFER SCHOOLS, INC. reserves the right to reject any
advertising which is not consistent with STUDENTS FOR SAFER SCHOOLS,
INC. standards and mission. In addition, STUDENTS FOR SAFER SCHOOLS,
INC. shall have the right, at any time, to deny any of Advertiser's
advertising if STUDENTS FOR SAFER SCHOOLS, INC. determines, in its
sole discretion, that the advertisement, advertiser's web content or
any portion thereof (i) violates STUDENTS FOR SAFER SCHOOLS, INC.
then applicable advertising policy, or (ii) is otherwise
objectionable to STUDENTS FOR SAFER SCHOOLS, INC..
STUDENTS FOR SAFER SCHOOLS, INC. and Advertiser are independent
contractors, and neither STUDENTS FOR SAFER SCHOOLS, INC. nor
Advertiser is an agent, representative or partner of the other.
STUDENTS FOR SAFER SCHOOLS, INC. may terminate this Agreement at any
time in the event of material breach of this Agreement by
Advertiser. This Agreement sets forth the entire agreement between
Advertiser and STUDENTS FOR SAFER SCHOOLS, INC., and supersedes any
and all prior agreements (whether written or oral) of STUDENTS FOR
SAFER SCHOOLS, INC. and Advertiser with respect to the subject
matter set forth herein; provided, however, that all pricing will be
governed by STUDENTS FOR SAFER SCHOOLS, INC. then-current price
List, whether in print or electronic form.
This Agreement may only be modified, or any rights under it
waived, by a written document executed by both parties. This
Agreement shall be interpreted, construed and enforced in all
respects in accordance with laws of the State of Florida, without
regard to the actual state or country of incorporation or residence
of Advertiser. Advertiser hereby irrevocably consents to the
exclusive jurisdiction of the courts of the State of Florida and the
federal courts situated in the State of Florida in connection with
any action arising under this Agreement. Advertiser may not assign
this Agreement, in whole or in part. |