1.    Advertising Services:              By their signatures on this contract, Advertiser and/or its Agency (hereinafter the “Advertiser”) and Angel Associates of Rochester, LLC (hereinafter referred to as “Company”), agree that Company shall provide the advertising services specified on the first page of this agreement in return for payments specified and upon the terms and conditions set forth herein.  The parties agree that the advertising displays and sign structures used for the advertising service are the property of, and shall at all times remain, in the exclusive possession and control of Company.  Advertiser acknowledges that no one other than those persons authorized by Company may enter upon or have access to the outdoor or indoor advertising sign structures described in this agreement.  Advertiser may not cancel or modify this agreement, for any reason, without Company’s prior written approval.

 

2.    Production Services: By their signatures on this contract, Advertiser, and Company agree that Company shall provide production services specified in this agreement.  The parties agree that production, (concept, design, materials and printing) are subject to separate charges and not included in advertising display rates.

 

3.    In Service Date/Payments:     The Advertiser agrees to pay Company for advertising services as set forth in the agreement. In the event the parties agree to monthly payments, Advertiser shall make payment on or before the 5th day of the month. Failure to make payment by that date shall result in the Advertiser being liable for a late fee of 2% for the amount due.

 

4.    Commencement of Billing:     Advertiser shall furnish all approved artwork (scaled, camera-ready, high-resolution scans, fonts, and design colors), design and layout to Company at least 15 days prior to the commencement date specified on page one (1) of the agreement.  Should the approved artwork not be received within 15 days of acceptance, Company reserves the right to commence billing.

 

5.    Advertising Agency: If this contract is signed by an advertising agency, or if the Advertiser subsequently appoints an agency to represent Advertiser in its dealings with the Company, the term “Advertiser” shall include both advertiser and agency where applicable, and all obligations of the Advertiser shall be joint and severable with advertiser and the agency.

 

6.    Breach:        The Advertiser agrees that any failure to make payment of any monthly payment due under this agreement shall constitute a material breach. In addition, Advertiser shall be in breach of this agreement for any of the following circumstances: (i) Advertiser makes an assignment for the benefit of creditors, (ii) Advertiser files a petition in bankruptcy or for legal organization under the Bankruptcy Code, or (iii) Advertiser has a Court appointed receiver and is adjudicated and solvent in any manner.  In the event of any breach, the Company shall, in its sole discretion, have the option to terminate this agreement, remove any advertising displays provided hereunder and resell that space. In the event of a breach, Advertiser agrees to pay all reasonable collection expenses, including attorney fees and court costs, incurred by Company for the collection of any amounts due and payable, together with interest on any outstanding amounts at 1% per month.

 

7.    Copy Approval:        The Company reserves the right at any time to refuse, withdraw or remove any advertising copy, which in the Company’s sole opinion, is considered objectionable or that attracts negative publicity or feedback from the community. The Advertiser warrants that all designs, artwork and advertising provided to the Company does not infringe upon any trademarks or copyright under federal or state law  The Advertiser agrees to defend, indemnify, and hold Company harmless from any dispute, loss, liability, claim demands and costs, including reasonable attorneys’ fees arising out of the character, content, or subject matter of any copy displayed pursuant to this agreement, including but not limited to claims of libel, defamation or the infringement of any copyright or trademark protected by law.  Advertiser acknowledges that all advertising copy, designs, and artwork developed by Company are the exclusive property of Company for all purposes and may be copyrighted by Company, and will not be copied, reproduced, or released to other parties without prior written approval by Company.

 

8.    Out of Service:           Acceptance of this agreement by Company will be subject to the availability of the display specified.  If the location specified in this agreement becomes unavailable for any reason during the term of this agreement, this agreement may immediately be terminated and/or canceled without further liability to Advertiser.  In the event any display covered by this agreement becomes unavailable, either temporarily or permanently, the Advertiser agrees to accept, as sole compensation for the loss in advertising services, an extension of the contract term beyond the termination date for a period sufficient to equal the period of advertising service lost and/or a service credit, at the Company’s sole discretion.  Advertiser agrees that any alleged loss of business or business revenue associated to or related with the period of unavailable advertising services is wholly speculative and, as such, Advertiser expressly agrees to waive any claims, suits or causes of action against Company for said loss in return for Company providing the advertising services herein.

 

9.    Hold Harmless:         The Advertiser agrees to hold Company harmless from any and all claims or demands with regard to any display covered by this agreement or on account of any allegation that the use of any name, picture or other material in any display authorized by this agreement is illegal, unauthorized, or damaging in any way to any person, business, organization, association, governmental body or other entity.

 

10.  Assignment: If the Advertiser’s business is sold or transferred during the term of this agreement, the Advertiser shall continue to be directly liable to the Company.  This agreement may, however, be assigned to a successor, only with 90 days’ prior written consent of Company.  This agreement may be assignable by Company at any time without Advertiser or Agency’s consent.

 

11.  Acceptance of Agreement:      The execution of this agreement by Advertiser shall constitute an offer to contact conditioned upon acceptance by the Company’s signature.  The Advertiser’s signature on this agreement shall not act as a hold on any advertising space.  This agreement shall be deemed to have been executed and its terms and conditions enforceable only upon the written acceptance by an Officer of the Company.  Such acceptance shall only be by formal written acceptance on the first page.  Advertiser acknowledges that the representative receiving this agreement is not authorized by Company to accept this agreement or bind Company.  Advertiser consents and agrees that Company may investigate and inquire as to the financial status and credit worthiness of Advertiser before or after acceptance of this agreement and further authorized any bank, credit agency or other entity having financial information of Advertiser to respond to Company’s inquiries and divulge such information to Company and its agents.  Following acceptance, this agreement shall be binding upon and shall endure to the benefit of the parties and to their respective heirs, successors, administrators and permitted assignees.

 

12.  Written Notice:         Any requirement of written notice under this agreement shall mean that notice be in writing and mailed, via certified mail, return receipt requested, to the address of the parties listed on this agreement or such other addresses as the parties may later designate.  Written approval and/or consent by Company shall not be effective until said approval and/or consent is received by Advertiser.  For purposes of a notice of termination, the date of mailing, and not the date of receipt, shall be considered the date notice of termination as provided.

 

13.  Disputes:      This agreement has been entered into and executed within the State of New York.  In the event any action or suit is brought to enforce or clarify any of the terms and/or conditions of this agreement, the venue of such said suit or action shall be brought in the State of New York, Monroe County, unless the Company provides Advertiser and/or its attorney with written consent, prior to suit being filed, to a venue other than the State of New York, Monroe County.

 

14.  Entire Agreement:   Neither party shall be bound by any agreement nor representation, expressed or implied, not specifically contained in this agreement.  The Advertiser acknowledges that no representations, agreements, or promises whatsoever have been made to the Advertiser and/or Advertising Agency other than those specifically stated in this agreement. This agreement is the final and complete agreement between the parties, and may not be modified, supplemented, explained or waived by parole evidence, nor by the course of dealing, not in any other way except by modification or change reduced to writing and signed by authorized representatives of the Advertiser and Company.  The person signing this agreement, on behalf of the respective party represents and warrants that he/she has full authority to do so.

 

15.  Limitation of Liability:  Company’s liability for any and all losses or damages to Advertiser including without limitation any of the indemnification liability hereof resulting from Company’s failure to perform any part of services specified herein or otherwise shall in no event exceed the price of the display with respect to which losses or damages are claimed.  In no event shall Company be responsible for any incidental or consequential damages, including but not limited to, loss or interruption of business or lost profits.