2.2 Sole Remedy. IN THE EVENT OF SUCH CANCELLATION, CUSTOMER'S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO VENDOR FOR THE IMPRESSIONS DELIVERED PRIOR TO CANCELLATION AND WITHIN THIRTY (30) DAYS AFTER VENDOR'S NOTICE OF TERMINATION. THIS RELEASE OF CUSTOMER'S COMMITMENT IS CUSTOMER'S SOLE REMEDY AND VENDOR WILL HAVE NO OTHER LIABILITY OF ANY NATURE TO CUSTOMER.
3.2 Refusal by Vendor to Accept this Agreement. Vendor reserves the right not to publish any advertising in its sole discretion. Failure by Vendor to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
4.2 Indemnification. In consideration of the publication of advertisements, Customer agrees unconditionally to indemnify and hold harmless Vendor and its respective officers, agents and employees, from and against any and all loss, liability and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out the contents or subject matter of such advertisements, including without limitation claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, and trademark infringement.
4.3 Representations. Customer warrants and represents to Vendor that each Internet site identified by URLs in advertisements: (i) is controlled by Customer and operated by Customer and/or its independent contractors, (ii) will be functional and accessible at all times, and (iii) is in compliance with all applicable laws and regulations, and suitable in all respects to be linked to from the applicable site containing the advertisement. Vendor may test Customer's URLs, and in Vendor's sole discretion may remove any URLs at any time that fail to comply with the above requirements.
4.4 Positioning. Except as otherwise specified by Vendor herein, all order provisions regarding positioning of advertisements shall be treated as requests, which shall be fulfilled at Vendor's sole discretion.
4.5 3rd Party Servers. Vendor reserves the right to refuse advertising buys from third parties that require ads to be served from said third party's servers.
5.2 Total Cost. Customer will pay Vendor the Total Fee due hereunder within 30 days of the initial impression. All unpaid advertising fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. In addition to all other available rights and remedies, Vendor may cancel and remove any advertisement which is not paid for on a timely basis.
6.2 Limitation of Liability. IN NO EVENT SHALL VENDOR BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY VENDOR FROM CUSTOMER FOR THE ADVERTISEMENT(S) AT ISSUE.
6.3 Consequential and Special Damages. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES WHATSOEVER RESULTING FROM ANY BREACH OF THESE TERMS AND CONDITIONS OR OTHERWISE ARISING OUT OF, OR RELATING TO, THE SERVICES INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Governing Law. These terms and conditions are governed by the laws of the Commonwealth of Pennsylvania. Customer consents to the exclusive jurisdiction and venue of courts in Allegheny County, of the Commonwealth of Pennsylvania for all disputes arising out of or relating to the subject matter hereof. In the event that any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions shall remain valid and enforceable, and the unenforceable provisions shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Any notices required under these Terms and Conditions may be hand delivered
or shall be deemed received three (3) business days after mailing by
U.S. mail, first class, postage prepaid, and addressed as follows:
7.4 Section and Paragraph Headings. The section and paragraph headings in this document are for convenience only; they form no part of these Terms and Conditions and shall not enter into the interpretation thereof.
7.5 No Partnership. Nothing in these standard Terms and Conditions shall be deemed to create a partnership or joint venture between the parties and neither Vendor nor Customer shall hold itself out as the agent of the other, except for that specified in this Agreement.
7.6 No Waiver. No delay or failure of Vendor in exercising any right under these standard terms and conditions and no partial or single exercise of any right by Vendor shall be deemed to constitute a waiver of such a right or any other right under these standard terms and conditions.