Complete Contract

Agreements constitutes the entire contract between Urban Living Magazine (“ULMAG”) and the Advertiser for the advertising described (“the advertising” and supercedes all prior discussions, oral or otherwise, between the parties). The parties intend to be legally bound by the terms of the Agreement as stated herein.

Terms and Conditions

  1. Advertiser hereby applies for the advertising described on the reverse side subject to the payment terms described on the reverse side.
  2. ULMAG reserves the right to change advertising rates and any other term in this Agreement upon thirty days written notice to Advertiser. Advertiser shall have the right to terminate this Agreement if any such change is not acceptable upon written notice to ULMAG within the thirty day period. If Advertiser does not so notify ULMAG, such change will be deemed agreed to by the parties.
  3. Advertiser shall not unilaterally cancel this Agreement.
  4. Advertiser assumes full responsibility for submitting ad copy prior to the due date. In the event Advertiser fails to submit ad copy on time, ULMAG is authorized to run any previous ad copy and Advertiser agrees to pay for such ad.
  5. All advertising shall be placed in consecutive issues unless otherwise indicated in this Agreement.
  6. Upon completion of the initial term of this Agreement, Advertiser agrees to an automatic renewal of this Agreement for the same size, rate and number of issues unless Advertiser submits a written cancellation notice of the renewal 10 days prior to the publishing of the last issue in the initial agreement.
  7. In the event that payment is not made or made late by the Advertiser in accordance with the conditions of this contract, ULMAG reserves the right at any time without notice to Advertiser, to cancel or reject all or any of the advertising which is the subject of this Agreement. ULMAG reserves the right to cancel credit granted to any Advertiser at any time, with or without cause. ULMAG's obligations under this Agreement may be terminated by ULMAG if Advertiser fails to pay any amount when due.
  8. If any invoice is not paid in accordance with its' terms, there shall be added thereto and made an integral part thereof a late charge at the rate of 1.5% per month on the unpaid balance for each month or fraction of a month, that such balance becomes or remains unpaid, plus all costs incurred in collection, together with attorney's fees of 30% of such unpaid balance.
  9. Advertiser agrees to be liable and to indemnify ULMAG for all sales, service or other taxes which are not collected at the time of payment, but which are ultimately determined to be payable in connection with this Agreement.
  10. If Advertiser is an agent for the entity on behalf of whom the advertisement is placed, Advertiser shall pay ULMAG all amounts due under this Agreement, regardless of the entity's failure to pay Advertiser.
  11. If Advertiser cancels ad before completion of Agreement term, ad rate will be subject to increase in accordance with ULMAG's list of fees for single or multiple runs before any refund will be made.

Disclaimer of Warranties and Limitations of Urban Living's Liability

  1. ULMAG makes no warranties, express or implied, of results Advertiser may obtain through projects and services supplied by ULMAG.
  2. Advertiser agrees to assume responsibilities for all errors in copy, proofread by Advertiser where the advertisement printed corresponds to the approved proof. Advertiser agrees to return proof within 24 hours of its receipt. If ULMAG does not receive notice of corrections within 24 hours, ULMAG assumes that final proof is correct and that the ad will be published as the ad appears on the final proof.
  3. ULMAG intends to use its' best efforts to ensure that all advertising is carried out in accordance with this agreement; however, it is possible for errors, omissions or other mishaps to occur. ULMAG is under no liability in such a case. ULMAG does not guarantee exact color matches. ULMAG shall not be liable to Advertiser for delays in publications, damages resulting from failure to include all or any items of advertising in a publication or from errors in the advertising as printed, in excess of the monies paid for relevant part of such advertising for the issue in which ULMAG within 30 days of any errors for any request for credit of any kind for any reason.
  4. Advertiser understands that the magazine may not be delivered to consumer's homes for up to ten days after ULMAG projected mail date due to U.S. Postal Regulations.
  5. ULMAG reserves the right to refuse to publish any ad copy for any reason. Reasons for refusal of advertisement copy include, but are not limited, any advertisement that in ULMAG's opinion is in poor taste or judgment; i.e. ambiguously worded, making the product or service unclear or open to misinterpretation; that advertises illegal organizations, activities, products or services; that maligns or degrades any persons, races, religions or professions; that is sexual in nature; that is not within the reasonable boundaries of accuracy and truthfulness; or that is otherwise determined unacceptable by the publisher.

Copyright and Trademarks

  1. Advertiser warrants that Advertiser has the right to use any trademark, trade name or service mark in the manner and in accordance with the copy submitted. Advertiser further warrants he has the right to use any name, portrait, picture or illustration shown in the copy submitted. Advertiser agrees to give notice in writing if he should cease to have such right. Advertiser assumes sole responsibility for the protection of its' copyright in any writing, pictorial, illustration, maps, etc. included in its' advertising.
  2. Advertiser represents that its' advertising is truthful. Advertiser agrees to defend, indemnify, and hold ULMAG harmless from and against any and all liability, claims, demands suits or causes of action, whether or not attributable to its' negligence and will pay all expenses, including attorney's fees incurred by ULMAG in the defense thereof, arising out of the publication of any advertisement, trademark, trade name, service mark or an portrait, picture or illustration in accordance with this Agreement.
  3. ULMAG shall have sole ownership of any copyright obtained on the publication in which the advertising appears.

Compliance with Law and Interpretation of Contract

  1. As used herein, the masculine includes the feminine, and where the sense requires, the neuter gender.
  2. If any paragraph or portion of this Agreement is declared invalid under local law, it is only to that extent to be omitted, and all other Terms and Conditions of this Agreement shall remain in full force and effect.
  3. This Agreement may not be assigned without the express written consent of ULMAG. Advertisers shall not under any circumstances share any information contained in this Agreement with any third party.
  4. This Agreement is entered into in San Bernardino County, California and all parties hereto consent to personal jurisdiction in the courts of the Commonwealth of California sitting San Bernardino County. All parties hereby consent to venue in the courts of San Bernardino County, California for all actions arising under or in connection with the Agreement.

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