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Advertiser acknowledges that the sole obligation of SCHOOLCOUNSELOR.COM is to display a text advertisement (the "advertisement") from Advertiser which conforms to the specifications set forth elsewhere in the Agreement. In this regard, Advertiser agrees that (i) SCHOOLCOUNSELOR.COM has the right to market, display, perform, transmit and promote the advertisement, and (ii) users of SCHOOLCOUNSELOR.COM 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 SCHOOLCOUNSELOR.COM BE LIABLE TO THE ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT SCHOOLCOUNSELOR.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN. SCHOOLCOUNSELOR.COM SHALL IN NO EVENT BE LIABLE TO ADVERTISER FOR MORE THAN THE TOTAL AMOUNT PAID TO SCHOOLCOUNSELOR.COM BY ADVERTISER HEREUNDER. SCHOOLCOUNSELOR.COM MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SCHOOLCOUNSELOR.COM 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, SCHOOLCOUNSELOR.COM 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 SCHOOLCOUNSELOR.COM NEWSLETTER. 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 SCHOOLCOUNSELOR.COM advertising standards; and that Advertiser holds the necessary rights to permit the use of the advertisement by SCHOOLCOUNSELOR.COM 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 SCHOOLCOUNSELOR.COM and to hold SCHOOLCOUNSELOR.COM harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by SCHOOLCOUNSELOR.COM, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. SCHOOLCOUNSELOR.COM reserves the right to reject any advertising which is not consistent with SCHOOLCOUNSELOR.COM standards and mission. In addition, SCHOOLCOUNSELOR.COM shall have the right, at any time, to deny any of Advertiser's advertising if SCHOOLCOUNSELOR.COM determines, in its sole discretion, that the advertisement, advertiser's web content or any portion thereof (i) violates SCHOOLCOUNSELOR.COM then applicable advertising policy, or (ii) is otherwise objectionable to SCHOOLCOUNSELOR.COM. SCHOOLCOUNSELOR.COM and Advertiser are independent contractors, and neither SCHOOLCOUNSELOR.COM nor Advertiser is an agent, representative or partner of the other. SCHOOLCOUNSELOR.COM 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 SCHOOLCOUNSELOR.COM, and supersedes any and all prior agreements (whether written or oral) of SCHOOLCOUNSELOR.COM and Advertiser with respect to the subject matter set forth herein; provided, however, that all pricing will be governed by SCHOOLCOUNSELOR.COM 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.
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