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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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