TERMS & CONDITIONS
The terms and conditions on which you agree to retain On the Rock Design to provide advertising services for you are set forth in this document.
GENERAL TERMS AND CONDITIONS:
Payment is due prior to commencement of work by On the Rock Design. We will obtain your authorization of the advertising product created prior to placing such advertising before the public through electronic, print, and/or other media selected. You warrant and covenant that the information provided to us for purposes of creating the advertising product is accurate and truthful, and you acknowledge that On the Rock Design is relying on said information in creating the advertising product. You have the right at any time to direct us to cancel any plans, schedules or work in progress, but you agree to indemnify us against any loss, cost or liability we may sustain as a result of such action, including, without limitation, our costs for services performed to date.
All representations and warranties, express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, are hereby disclaimed and excluded by On the Rock Design. In no event shall On the Rock Design be liable for any indirect, exemplary, incidental, consequential or punitive damages, irrespective of whether such damages were foreseeable or unforeseeable. The limit of On the Rock Design’s liability for any damages (whether in contract, tort, negligence, strict liability or by statute or otherwise) in any manner related to this agreement, and the exclusive remedy for any and all claims against On the Rock Design, shall be limited to return of the price paid, and damages shall not in the aggregate exceed the fees and expenses paid by you for the services rendered by On the Rock Design. On the Rock Design does not warrant the truthfulness or accuracy of any representations provided in the advertising it creates. The advertising dealership is fully responsible for all disclaimers and disclosures, and agrees that all creative material they select and choose to mail meets all local, state, and federal advertising laws. On the Rock Design does not undertake any responsibility for ensuring that the advertising product complies with local, state, and/or federal advertising laws. It is solely the responsibility of the advertising dealership, after consultation with its attorneys, to include such language in the advertising product as it feels is necessary to comply with such laws. Any penalties or legal action against the advertising dealer for lack of proper disclosure or violation of any local, state, or federal advertising laws*are the advertising dealer’s responsibility solely. You hereby agree to indemnify and hold On the Rock Design harmless from and against any and all claims, demands, regulatory proceedings, lawsuits, and all damages, costs (including, without limitation, settlement costs) and expenses (including, without limitation, reasonable attorneys fees) arising from or relating to any activities undertaken by us on your behalf or as a result of your products or services, including without limitation the content of the advertising product.
You further agree to indemnify and hold On the Rock Design harmless from and against any and all claims, demands, regulatory proceedings, lawsuits, and all damages, costs (including, without limitation, settlement costs) and expenses (including, without limitation, reasonable attorneys fees) arising from or relating to any claims of trademark, copyright, or other intellectual property infringement arising from the advertising product.
Attorneys’ Fees:* In any action brought to enforce any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the other party to the action or proceeding.* For purposes of this Agreement, the “prevailing party” shall be deemed to be that party who obtains substantially the result sought, and “attorneys’ fees” shall include, without limitation, the actual attorneys’ fees incurred in retaining counsel for advice, negotiations, suit, or other legal proceeding, including mediation and arbitration.
On the Rock Design, disclaims any warranty regarding the number of persons accessing client’s content, the results obtained from such advertising, or any benefit the client might derive from the advertising campaign. There are no refunds. Postal receipt will serve as final and acceptable proof of delivery and is available upon request.
This Agreement shall be construed in accordance with the laws of the State of Pennsylvania applicable to contracts executed and to be wholly performed within such State.* The parties to this Agreement agree that any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof shall only be brought in the courts of White Oak and/or Allegheny County, PA.* Each party hereby (a) irrevocably accepts the exclusive personal jurisdiction of such courts for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, (b) irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in such courts, and (c) irrevocably waive any claim that any action, suit or proceeds brought in any such court has been brought in an inconvenient forum.
Entire Agreement:* This Agreement constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
Amendment:* This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of such amendment, supplement or modification is sought.
Authorization: By paying an invoice to On the Rock Design, you represent and acknowledge that you have authority to bind your company to the terms and conditions of this contract.