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1. Agreement
This contract for the license of one (1) advertisement package,is made BETWEEN:
the CUSTOMER and AD SPECIALISTS, L.L.C., whose address is 2005 W. Cypress Creek Blvd., Suite 104, Ft. Lauderdale, FL 33309, herein after referred to as the "SELLER".
2. Consideration
The SELLER, as lawful consideration agrees to license the rights to one (1) advertising package to the CUSTOMER. In the package the CUSTOMER will choose from six (6) monthly campaigns, and be able to choose 3 campaigns which includes the following:
a. Radio Spots
b. Print Ads
c. Television Scripts
d. Matching Collateral materials
For the sale of the above listed advertisement package, the CUSTOMER agrees to pay to the SELLER, the sum of $995.00 dollars as lawful consideration thereof. Any additional campaigns will be billed per the menu price. Payment will be automatically billed to CUSTOMERS credit card every month for six (6) months. Any additional orders or requested services will be billed to the above credit card, unless prior notice is given by the CUSTOMER to the SELLER.
3.Ownership of Work Product
SELLER agrees that upon full payment of the agreed consideration by CUSTOMER to the SELLER, as defined in section two (2) of this contract, to license to the CUSTOMER, one (1) advertising package as listed above. This license agreement is for a period of six (6) months.
4. Resale of Products
The CUSTOMER agrees not to disclose, sell or assign any of the SELLER's advertisement products, ideas or inventions, or any interest thereto, to any third parties without the written consent of the Seller, which can be withheld by the SELLER, for any reason, both reasonable and unreasonable, to any third party.
5. Copying of the Products
No matter what format the advertisement package is given to the CUSTOMER, whether written or in a graphic design produced or compiled, computer code written, symbols, commercials, film, any format of tape, any format of CD, any format of DVD, any other electronic media, computer media in any format, or any format what so ever used today or in the future that was part of or intended to be part of the above license, for the use or benefit of the CUSTOMER, it is strictly forbidden to copy in any way or to transfer to another format any advertisement package product that was created in any way or part of the above advertisement package. This clause includes both legal or illegal copies thereof and are only licensed to the CUSTOMER and owned solely by the SELLER. It is understood that the advertisement products and campaigns are the sole property of the SELLER and that the CUSTOMER is only licensed to use such products as agreed above.
6. Number of Locations
The CUSTOMER agrees that this license is for one (1) location only and cannot be used for more than one location and by the licensed user only. Transfer of the location is at the sole discretion of the SELLER. The SELLER has the right to withhold that permission for any reason, both reasonable and unreasonable. Permission must be obtained by the CUSTOMER from the SELLER, prior to the transfer.
7. Modification
This agreement shall supersede all prior communications, agreements and understandings, oral or written, between the parties regarding the subject matter hereof and is a complete integration of the terms of agreement. Only further consideration and a written agreement signed by authorized representatives of both parties can modify this Agreement.
8. Severability; Governing Law
A. The paragraph captions are used for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraphs to which they refer. Words in the singular shall include the plural, words of any gender shall include any other gender, where the context requires.
B. This Agreement shall become valid when executed by both parties. The parties agree that it shall be deemed made and entered into in the State of Florida and shall be governed and construed under and in accordance with the laws of the State of Florida.
C. CUSTOMER and SELLER acknowledge and agree that the 17th Judicial Circuit (or its successor) in and for Broward County Florida, shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement. In the event of litigation arising out of or in connection with this Agreement in the court, CUSTOMER will not contest or challenge the jurisdiction or venue of the court and the parties agree to waive their right to a jury trial.
D. CUSTOMER and SELLER agree that if any provision of this Agreement may be construed in two ways, one of which would render the provision illegal or otherwise voidable or unenforceable and the other of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. The provisions of this Agreement are severable and this Agreement shall be enforced as if all completely invalid or unenforceable provisions were not contained in the Agreement, and partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable.
E. All notice to SELLER shall be in writing and shall be delivered or sent by registered U.S. mail, postage fully prepaid, addressed to its office at 2005 W. Cypress Creek Road, Suite 104, Ft. Lauderdale, Fl. 33309, or at such other address as SELLER shall from time to time designate in writing.
F. This Agreement may only be modified or amended by a written document executed by CUSTOMER and SELLER.
G. This Agreement shall be binding upon the parties and their successors or assigns.
H. Any provisions of this Agreement, which impose an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on the parties.
I. In any successful action by SELLER to enforce this Agreement, SELLER shall be entitled to recover all costs and all attorneyís fees (including those incurred on appeal) incurred as a result of the legal action.
J. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, negotiations, commitments, representations and undertakings of the parties with respect to the subject matter of this Agreement.
9. Waiver of Breach
The waiver by the SELLER of a breach of any provision of this contract shall not operate or be construed as a waiver of any subsequent breach by the party, and notice of reinstatement of this agreement is not necessary on the part of the SELLER to enforce a future breach.
10. Liquidated Damages
In the case of a breach, the parties agree that the damages to the prevailing party will be equal to the value of this contract, for each separate violation of this contract.
11. Downloads
The CUSTOMER understands and agrees that all downloads will be monitored by the Seller and any use of the SELLER's website is governed by the TERMS OF USE FOR AD SPECIALISTS, L.L.C.'s WEBSITE attached as exhibit "1"
12. Renewal
This agreement is self renewing at the end of every six (6) month period unless written notice is received thirty (30) days prior to the expiration of the current six (6) month period by the SELLER from the CUSTOMER. Notice shall be by U.S. Certified Mail.
13. Release of Liability
A. The CUSTOMER, agrees that they are responsible for all production whether audio, video, or print and every production product that is produced must have appropriate disclaimers included in or on any product produced and the CUSTOMER, agrees to release the SELLER, from any and all liability and will indemnify the SELLER for the same.
B. CUSTOMER hereby agrees to protect, indemnify, defend and hold harmless the SELLER and all third parties from and against any and all costs, claims, demands, damages, losses and liabilities (including actual attorneys' fees) arising from or in any way related to use of information by CUSTOMER (or any third party receiving such information from or through CUSTOMER) furnished by or through the SELLER to the extent such costs, claims, demands, damages, losses and liabilities (including actual attorneys' fees) do not result from the grossly negligent acts or omissions of the SELLER or a third party. Provisions hereof related to release of claims, indemnification, use of information and data, payment for Services and disclaimer of warranties shall survive the termination of this Agreement.
C. CUSTOMER agrees to name SELLER as an additional insured. The insurance afforded by the policy or policies respecting liability shall not be limited in any way be reason of any insurance which may be maintained by the SELLER.
D. CUSTOMER is responsible for all losses or damages and contractual liabilities to third persons arising out of or in connection with the use of the products contained in the advertisement package and for all claims or demands for damages to property or for injury, illness or death of persons directly or indirectly resulting there from. CUSTOMER agrees to defend, indemnify and save SELLER harmless of, from and with respect to any such claims, demands, losses, obligations, costs, expenses, liabilities, debts or damages, unless resulting from the negligence of SELLER. SELLER's right to indemnity under this Agreement shall arise and be valid notwithstanding that joint or concurrent liability may be imposed on SELLER by statute, ordinance, regulation or other law. The indemnification of SELLER shall not be limited by the amount of insurance.
14. Relationship Between the Parties
The Customer understands that they are not an agent, partner, joint venturer, joint employer or employee of the SELLER and no fiduciary relationship between the parties exists.
15. Responsibility to Third Parties
The SELLER is not responsible for any third party orders or unauthorized users.
16. Contact Persons and Authorized Users
The Customer agrees that the following two contact persons are the only authorized users of the account and said contacts can only be changed by a written request by the Dealer Principle or one of the listed Authorized Users, on the CUSTOMERS official corporate letterhead.
17. Negation of Liability/Warranty
Neither AD SPECIALISTS, L.L.C., nor third parties shall be liable to the CUSTOMER or to any person claiming through the CUSTOMER or to whom the CUSTOMER may have provided service-related data for any loss or injury arising out of or caused in whole or in part by AD SPECIALISTS, L.L.C.'s or third parties' negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering services, advertisements whether in print, television, radio or any other type of media or in otherwise performing this agreement. Customer acknowledges that every business decision involves the assumption of risk, and that neither AD SPECIALISTS, L.L.C., nor any third party underwrites that risk in any manner whatsoever. If, notwithstanding the forgoing, liability can be imposed on AD SPECIALISTS, L.L.C. or a third party, then CUSTOMER agrees that AD SPECIALISTS, L.L.C.ís and/or third parties aggregate liability for any and all loses or injuries arising out of any act or omission out of AD SPECIALISTS, L.L.C. and/or third parties in connection with anything to be done or furnished under this agreement, regardless of the cause of the loss or injury including negligence and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the cost of the service or services to which a given claim relates and which was charged to the CUSTOMER, and CUSTOMER covenants and promises that it will not sue AD SPECIALISTS, L.L.C. and/or third parties for an amount greater than such sum even if AD SPECIALISTS, L.L.C. and/or third parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against AD SPECIALISTS, L.L.C. and/or third parties, all in the consideration of the receipt by the CUSTOMER of services at the rates charged by AD SPECIALISTS, L.L.C. hereunder, which are far lower than would be available to the CUSTOMER absent the waivers and disclaimers contained herein. AD SPECIALISTS, L.L.C. and third parties do not make and hereby disclaim any warranty, express or implied. AD SPECIALISTS, L.L.C. and/or third parties do not guarantee or warrant the correctness, completeness, currentness, merchantability, or fitness for a particular purpose of the services or the components thereof. In no event shall AD SPECIALISTS, L.L.C. or third parties be liable for any direct, incidental or consequential damages, however arising, incurred by customer from the receipt or use of information delivered hereunder, or the unavailability thereof.
TERMS OF USE FOR AD SPECIALISTS, L.L.C.'s WEBSITE
Exhibit "1"
The following terms and conditions govern all access to and use of AD SPECIALISTS, L.L.C.'s Websites. Through User's access of AD SPECIALISTS, L.L.C.'s Site, User accepts, without limitation or alteration, all of the terms and conditions, contained in these Legal Notices.
The trademarks, logos, and service marks (collectively the "Marks") appearing on the Site are registered and unregistered Marks of AD SPECIALISTS, L.L.C. and others. The Site and the information contained therein no way grant any license or right to use any Mark displayed on the Site. User is strictly prohibited from using the Marks displayed on the Site or any other content on the Site, except as provided in these Legal Notices.
AD SPECIALISTS, L.L.C. aggressively enforces its Intellectual property rights, including criminal prosecution. AD SPECIALISTS, L.L.C. has established and maintains this Site for the sole use of its registered customers. Downloading of material displayed on the Site is limited to registered users and customers and for only the uses that are contained within the Website Agreement. AD SPECIALISTS, L.L.C. and others retain all copyright and other proprietary notices contained on the materials.
The content of the Site cannot be used, posted, sold, transmitted, distributed, modified or transferred for public or commercial purposes, without the written permission of AD SPECIALISTS, L.L.C. except as agreed to in the Website Agreement.
Any communication or material sent to AD SPECIALISTS, L.L.C. or to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, feedback or the like is, and will be deemed, non-confidential and nonproprietary. Anything sent to AD SPECIALISTS, L.L.C. becomes the property of AD SPECIALISTS, L.L.C. and its affiliates and may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, AD SPECIALISTS, L.L.C. is free to use any ideas, concepts, know_how, or techniques contained in any communication sent to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.
AD SPECIALISTS, L.L.C. makes no representations whatsoever about any other web sites which may be accessed through this Site. Any such non-AD SPECIALISTS, L.L.C. web sites are independent of AD SPECIALISTS, L.L.C., and AD SPECIALISTS, L.L.C. has no control over the content on such web site. Access to a non-AD SPECIALISTS, L.L.C. web site is independent from AD SPECIALISTS, L.L.C., and AD SPECIALISTS, L.L.C. has no control over the content on that web site. In addition, a link to a non-AD SPECIALISTS, L.L.C. web site does not mean that AD SPECIALISTS, L.L.C. endorses or accepts any responsibility for the content, or the use, of such web site.
AD SPECIALISTS, L.L.C. also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, the computer equipment or other property of User arising from or related to access to, use of, or browsing in the Site or the downloading of any materials, data, text, images, video, or audio from the Site by User.
IN NO EVENT WILL AD SPECIALISTS, L.L.C., ITS AFFILIATES, ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ON ANY OTHER LINKED SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON USERS' INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF AD SPECIALISTS, L.L.C. IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Site's content is copyrighted unless otherwise noted. Use of the Site's content is prohibited except as provided herein, without the written permission of AD SPECIALISTS, L.L.C. Although AD SPECIALISTS, L.L.C.. attempts to include accurate and up to date information in the Site, AD SPECIALISTS, L.L.C. makes no warranties or representations as to its accuracy or timeliness. AD SPECIALISTS, L.L.C. assumes no liability or responsibility for any errors or omissions in the content of the Site.
Information on this Site may contain technical inaccuracies or typographical errors. AD SPECIALISTS, L.L.C. may change or update information without notice. AD SPECIALISTS, L.L.C. may make improvements and/or changes in the products and/or the programs described in this Site at any time without notice.
Use of and browsing in the Site are at User's risk. Without limiting the foregoing, everything on the Site is provided "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Some jurisdictions may not allow the exclusion of implied warranties, therefore some of the above exclusions may not apply. AD SPECIALISTS, L.L.C. either owns or has permission to use the images displayed on the Site. All of these images are either the property of, or used with permission by AD SPECIALISTS, L.L.C. All uses of these images by User are prohibited. Use of the images without authorization by AD SPECIALISTS, L.L.C. may violate certain laws, including but not limited to those relating to copyright, trademark, privacy and publicity.
Although AD SPECIALISTS, L.L.C. may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and similar communications on the Site, AD SPECIALISTS, L.L.C. has no obligation to do so. AD SPECIALISTS, L.L.C. assumes no responsibility or liability arising from the content of any such communications or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Site.
The posting or transmitting of any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is prohibited. AD SPECIALISTS, L.L.C. fully cooperates with any law enforcement authorities or court order requesting or directing AD SPECIALISTS, L.L.C. to disclose the identity of anyone posting any such information or materials. These Legal Notices are subject to revision at any time by an update to this posting. Such revisions are binding upon any User of this Site.
As a result, all Users should routinely visit this page to review the then current Legal Notices to which they are bound. AD SPECIALISTS, L.L.C. controls and operates this Site from its offices within the United States of America. AD SPECIALISTS, L.L.C. makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Materials may not be used or exported in violation of U.S. export laws and regulations.
Any claim relating to the materials will be governed by the substantive laws of the State of Florida excluding its choice of law provisions.
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