Advertising Programs - Specifications
Send Your Completed Ad To:
SpaTrends Production Department via email
Terms and Conditions
DISCLAIMER OF WARRANTIES:
SpaTrends warrants that the work shall be produced according to the terms of this Agreement and standards acceptable in the online publishing industry. THIS WARRANTY IS EXCUSIVE AND NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE WITH RESPECT TO THE WORK AND SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED. By reason of differences in equipment and other conditions between the color proofing and online operations, a reasonable variation in color between color proofs and the completed job and a reasonable variation on publishing may exist.
If customer defaults in payment of any invoices on the due date, fails to pay when due any sum of money or charge owed pursuant to the terms of this Agreement, breaches or fails to comply with any term or provision contained in this Agreement or in the event of any proceeding in bankruptcy or insolvency by or against customer, SpaTrends, in addition to any other rights it has, shall have the right (a) to suspend or discontinue work until it has received payment in full for work performed; (b) to require cash in advance to cover further work; (c) to collect late charges from the due date of 1.5% per month or at the maximum rate allowed under applicable state law, whichever is less; (d) to recover all costs of collection, including reasonable attorney fees; (e) to retain any and all property of customer. The foregoing rights of SpaTrends are cumulative, but not exclusive, and SpaTrends may, at its option, exercise any one of any combination of the foregoing rights in addition to exercising any or all rights SpaTrends otherwise has under law. Furthermore, in the event the credit or financial ability of customer becomes impaired or unsatisfactory in the sole judgment of SpaTrends, SpaTrends shall have the right to change the credit items with respect to any further work under this Agreement or to exercise any of the remedies described herein.
LIMITATION OF REMEDIES; GOVERNING LAW:
Customer's sole and exclusive remedy for SpaTrends negligence, breach or any other claim whatsoever arising out of or connected with this Agreement shall be the return of the actual price paid for that portion of the work which is nonconforming or, upon mutual agreement, republishing and correction in subsequent work. In no event shall SpaTrends be liable to customer for incidental or consequential damages, specifically including without limitation: Customer's loss of sales, revenues or profits or for claims of any third party with respect to the work. The laws of the State of California (hereinafter referred to as “the State”) shall govern the construction, interpretations and performance of the Agreement and any clams or suits arising out of this Agreement shall be litigated in courts located within the State. Customer, by execution of this Agreement, hereby consents to the jurisdiction of any local, sate or federal court located within the State.
Customer agrees to reimburse SpaTrends to the extent permitted by law for any federal, state or municipal sales, use or other applicable tax.
Customer warrants that none of the matter included in the production of the work infringes upon any copyright, trademark or proprietary right, violates any right of privacy of any person, will cause damage or injury to other persons or entities, or otherwise constitutes a violation of any municipal, state or federal law, ordinance or regulation of any kind. Customer shall indemnify and hold harmless SpaTrends from any and all loss, cost, expense, damages, judgments, attorney fees and cost of defense on account of any and all manner of claims, demands, actions and proceedings that may be instituted against SpaTrends on grounds alleging that SpaTrends violated any copyright, trademark or any proprietary right of any person, that the work contains any matter that is libelous, scandalous, or constitutes an invasion of any person's right to privacy or other personal rights, or constitutes a violation of any municipal, state or federal law, ordinance or regulation of any kind. Customer agrees to reimburse SpaTrends for all expenses SpaTrends incurs in defending itself against such claim, demand, action or proceeding that may be brought against SpaTrends.
Alterations from original copy after proof is submitted are additional charges and billable at current rates. Prices quoted do not include editing or copy or overtime. SpaTrends will provide overtime, subject to the availability of labor and equipment, at an additional charge.
The production schedules shall be made a part of this contract and all changes to said schedule shall be in writing and approved by SpaTrends. Work will be performed according to a detailed production schedule which will be mutually agreed upon. The pricing structure is based upon compliance with this schedule. Customer agrees to have any and all copy typed on the provided Submission Form and ready for submittal to SpaTrends or SpaTrends representative on or before the designated deadline date and time. Failure to do so authorizes SpaTrends to publish customer's advertisement as it appeared in the preceding issue. Customer agrees to furnish and return promptly all copy, specifications, artwork, dummies, sketches, proofs, copies and other material necessary for the timely performance of work by SpaTrends. Furthermore, any delay, failure or inability of SpaTrends to perform the work that is caused by wars, fires, sabotage, floods, accidents, strikes, lockouts and other labor disputes, shortages, government laws, ordinances or regulations, serious equipment breakdown or inability to obtain materials, equipment or transportation shall be excused and in such event SpaTrends shall not be liable to customer or anyone else for damages (including loss of sales, revenue or profits).
SpaTrends failure to insist in any instance upon strict performance by customer for the terms and conditions contained herein shall not be construed as a permanent waiver of any such terms and conditions.
MODIFICATION OF AGREEMENT:
No alteration, modification, amendment or waiver of any provision or specification of this Agreement shall be valid unless in writing and signed by an officer of SpaTrends.
FINAL WRITTEN EXPRESSION OF AGREEMENTS:
This writing, including attachments incorporated herein by reference, is intended by SpaTrends and by customer as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions of this agreement.
Please print a copy of this contract with insertion order for your records.