Advertiser / Membership Terms & Conditions
This agreement is by and between CultureOwl, Inc. and the company signed herein (Client).
Parties will be subject to the following terms and conditions:
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: CULTUREOWL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANT- ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CULTUREOWL BE RESPONSIBLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE. THE TOTAL LIABILI- TY OF CULTUREOWL, REGARDLESS OF CAUSE OF ACTION, IS LIMITED TO, AND SHALL NOT EXCEED THE MONIES CULTUREOWL HAS RECEIVED PURSUANT TO THIS INSER- TION ORDER.
1. Liability Limitations
Wrong insertions, omissions, or errors shall not terminate the agreement. CultureOwl’s responsibility for any error as a result of CultureOwl’s own fault shall be limited to re-running the asset(s) affected by the error. Errors as submitted in original copy supplied by Client are not CultureOwl’s responsibility. Notice of errors must be given in time for correction before additional assets are used. Claims for error adjustments must be made by the Client in writing within a period or thirty (30) days of error date. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission of full compliance with CultureOwl. In the event of unused assets furnished, CultureOwl’s responsibility shall not exceed the amount CultureOwlhas received.
2. Client Warranty, Hold Harmless & Indemnity
Client assumes responsibility for the content of all event submission and any other content used or uploaded by Client. Client warrants that it is fully authorized to use and has secured the proper written consent for the use of all copy, display, text, photographs and publications. Client further warrants that it is in compliance pertain- ing to any product, business and/ or service advertised (including, but not limited to, franchise and business opportunities laws). Client warrants that provided content is true, that it is not libelous or defamatory, that it violates no rights of privacy, and that it infringes no trademark, copyright, literary or other rights. Client agrees to defend, indemnify and hold harmless CultureOwl from any and all liability, loss, expense (including reasonable attorneys fees and all associated litigation costs) and/or claims of any nature based on or arising out of any shared content or advertisement, client's negligence or breech of contract, omissions, and/or misrepresentations.
CultureOwl reserves the right to deny or reject any content submis- sion for any reason or change event categories selected by Client, should a different and/or more appropriate category be deemed more suitable by CultureOwl.
Client understands and agrees that it is using the CultureOwl platform as a self-publishing member and that Client is responsible to uploading and managing all assets unless otherwise expressed herein. Client further accepts that any assets that are not scheduled or utilized within the designated timeframe set forth in original insertion order, shall be deemed forfeited and Client shall not be entitled to any reimbursements associated with said assets.
3. Termination
CultureOwl reserves the right to terminate Services at any time (a) if Client violates or breaches these Terms; (b) if Client misuses or abuse the Services, or use the Services in a way not intended or permitted by CultureOwl; All assets are purchased in advance and are non-refundable.
4. Payment Terms
Client agrees to pay the rates set forth in this contract for the duration of the contract. Payment in full is due upon receipt of invoice. Invoices not paid within 30 days from invoice date shall be considered late and subject to a FINANCE CHARGE of one and a half percent (1 %) per month of the unpaid balance for an ANNUAL PERCENT RATE of 18 percent or the highest rate allowed by law, whichever is lower, beginning 30 days after invoice date. Client agrees to reimburse CultureOwl for any and all losses and expenses incurred in the collection of any unpaid balance, including reason- able attorney’s fees and all associated litigation costs.
5. Suspension of Promotion for Non-payment
CultureOwl reserves the right to cease promotion upon a default in the payment of any installment due, as well as to invoice the Client in an amount equal to the difference between the rate shown on the agreement and the retail rate earned. The short rate is due and payable immediately upon receipt of such invoice.
In the event that you bill becomes past due, your account will be submitted to our collection agency in which you will be held responsible for all collection and or attorney fees. I am aware, that if my account is assigned to collections due to non-payment I am then responsible for any collection and or attorney fees that may apply.
6. Amendments
This agreement constitutes the entire agreement between Client and CultureOwl, and supersedes any and all prior oral understandings, representations or agreements. No modification shall be binding on either party unless the same shall be in writing and signed by duly authorized representatives of both parties. Each party agrees not to make any claim that this agreement has been orally modified in any respect.
7. Authority
Client, and the person signing this agreement on Client’s behalf, if any, warrants that he/she has authority to enter this agreement and to bind the Client to all terms hereof.
8. Binding Effect
This agreement is binding upon Client and its successor, representatives.
9. Law and Jurisdiction
This agreement shall be governed and construed in accordance with the laws of the State of Florida and the United States of America. Any and all disputes between CultureOwl and Client shall be settled by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules. The arbitration shall take place in Miami, Florida, and shall be conducted by a single arbitrator.