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STANDARD TERMS
<br />& CONDITIONS
<br />Advertiser/ Agency shall supply camera-ready artwork or ail materials to be media creating advertisement in accordance with ad requirement specifications for Smartlite
<br />Ads o. or before Artwork Due Date, but is no event later than 15 days prior to Posting Date. Advertiser / Agency acknowledge sole responsibility for complete
<br />compliance with Smardite ad requitement specs and deadline submittal ofeamera-ready artwork. In the event of any dine delay and / or any non-compliance, Advertiser /
<br />Agency agrees to make the first payment for the panel cost commencing and based upon contacted Posting date. Time is ofthe essence for all provisions of this Contract.
<br />Socialite agrees that all designs for the display will be faithfully reproduced. Sausalito reserves the right to reject any copy, pictoral or otherwise, which it deems
<br />unacceptable, for any reason.
<br />11. Advertiser/Agency hereby represents that it owns all rights (including, all intellectual property rights, statutory or common law) in its marks, images, descriptions,
<br />representations and/or content submitted to Smarthte in connection with its creation of the Advertisement Advertiser/Agency fruther warrants and represents that the
<br />materials provided by .Advertiser/Agency for publication hereunder, do not violate any Irv, including, but not limited to any statute prohibiting false or deceptive
<br />advertising, and that the advertising itself is not libelous, deceptive, and does not manage the intellectual property rights of third parties. For value received, the receipt
<br />and sufficiency of whi air is hereby acknowledged, Smaraite is hereby granted a nonexclusive, royalty free, perpetual, worldwide license to display Advertiser/Agency's
<br />mark(s), images descriptions, representations and/or content, to use the materials in any and all media. ,
<br />Ill. Smardite sha(I produce ads for clients based on its current print production rate card. Advertiser / Agency shall approve all artwork.
<br />IV. At no additional cost to the Advertiser / Agency, Smmtite may install a brochure box for use by the Advertiser / Agency; provided, however, that Advertiser / Agency
<br />shall not use any artwork in any brochure box that has not been pre -approved by Smartlite in writing and that the use of the brochure box has been approved by die
<br />Shopping Ceriona , Any subsequent changes made to any approved artwork shall be re -submitted by Advertiser / Agency to Smardite for approval in writing of the
<br />modification prior to the distribution of any such modified artwork on rig Smartlite's bmchme box. ,
<br />,aeh aer a - on! en , . as any basis Fee Undress ternin I nine 1 0. de, re'deRiessie, is die is" is and sanditains a a assisted in Rae Gott" . Smartlite shall give the Advertiser /
<br />Agency seven (7) days written notice o£its intent to cease Advertisers/Agency's use of any brochure box, after which time, the Advertiser/Agency shall cease using the
<br />subject brochure box. All terms and conditions of tlds Contract shall, in all respects, remain in full force and effect, and all such terms and conditions shall remain the saute.
<br />V. For value received, the receipt and sufficiency of which me, hereby acknowledged by die parties, and except where caused by Smartlite's negligence, Agency and Advertiser
<br />hereby agree to defend, indemnify, and hold Smarthte harmless against all liability, including, without limitation, clams, demands, obligations, costs, expenses, damages.
<br />penalties, fines it charges, together with reasonable attorney's fees and disbursements, arising out of a breach or alleged breach by Agency and/or Advertiser of dais
<br />contract or arising out of or resulting from time content of the advertising material, art or copy furnished to Smardite by Agency or Advertiser, including but not limited to its
<br />display, production and/or the use of such content by Smartlite.
<br />Vl. Payment Terms: At Contract signing, the sum for the first and the last billing period and any applicable first time print production cost is due. Thereafter, billing shall
<br />...tire. on the basis of successive firm -week billing periods (with the first day of each billing period being a "Billing Date") through the Contact Tema. For each baling
<br />period, Smartlite will invoice the Payment Amount an each Billing Date with Timms Net 30 days. If Advertiser / Agency shall fail to pay, when the sane is due and
<br />payable, any mount or charge to be paid to Smartlite by Advertiser / Agency as provided in this Contract, such unpaid amounts shall bearinterest from the due date
<br />thereof to the date of payment at the rate of eighteen percent (19%) per arum. In addition, Advertiser / Agency shall promptly reimburse Smartlite for any and all of
<br />Smmt4te's casts it expenses including, without limitation, court costs and attomevsfees in connection with Smartlite's collection ofAdvertoer's / Agency's
<br />obligations, including interest thereon at the rate of eighteen percent (18%) per unnum. In the event such rate is prohibited by law, unpaid amounts shall bear interest at the
<br />maximum rate pemutted by law. Advertiser / Agency hereby agrees that Smardite shall have the sole right to cancel this contract and remove the display ad at any time
<br />based upon a delinquency in any payment required hereunder. Further, if Advertiser / Agency shall fail to pay. when do same is due and payable, any amount or charge to
<br />be paid to Smarthte by Advertiser / Agency as provided in this Contract, after Smarthte has made a written demand for the same, than all paynments due to Smardite during
<br />the term of this Contract shall be accelerated, tons, becoming immediately due and payable by Advertiser/Agency to Smardite without further demand or notice. To the
<br />extent not otherwise prabibited by law, Smardite shall disclose to all appropriate credit reporting agencies information relating to payments required hereunder that are
<br />delinquent more than 90 days or such longer period, as determined by Smardite.
<br />VII. Smarthte shall have the right to cancel this Contract or remove or relocate one or more of Advertiser's reserved Panels) at any time, without any liability whatmove, for
<br />reasons beyond Sure lit.'s control, including but not limited to any termination of a location lease, change in law, ordinance, rule or regulation, or any mandate received
<br />by Smartlite from mall management In the event of any removal of the Advertiser's panel, Advertiser's obligation to pay Rent for that Panel shall abate. In the event
<br />Smartlite requests a relocation of Advertiser's advertisement, Smardite shall use best efforts to offer a comparable location and Advertiser shall use reasonable business
<br />judgment in either accepting or rejecting the alternate location. Advertiser shall have five (5) days to accept such alternate location. If Advertiser does not accept the
<br />alternate location, Advertiser's obligation to pay Rent for that Advertisement shall abate.
<br />V III. Advertiser / Agency shall not assign, sell or adrerwiss transfer this Contract without the prior express written consent of Smartlite. This Contract shall inure to the benefit
<br />of and be binding upon die successors and assigns of Smartlite.
<br />M. This instrument constitutes die ..it. Contract here. the parties and cannot be modified except in writing signed by both parties. In the event that any provision of this
<br />Contract (or portion thereof) is determined by a court m7competentjurisdicto. to be invalid or otherwise unenforceable, such provision (or pant thereof) shall be enforced
<br />to the fullest extent possible consistent within the stated intention of the Parties, or if incapable ofsuch erhforcemea t shall be deemed to be deleted from this Contract,
<br />wltle the remainder of this Contract shall continue in full force and remain in effect according to its stated terms and conditions.
<br />X. In the event Smartlite commences any action for nonpayment of charges or breach by Advertiser / Agency of any of its obligations pursuant to this Agreement, Advertiser
<br />/ Agency hereby waives and shall not interpose any defense of improper venue or lack of personal jurisdiction in any such proceeding or action. Advertiser / Agency
<br />agrees that any claim, cause of action or lawsuit shall be brought inth.1iii,stint, Eissmt.ftlae 15thlisedienileitenikii andfor Orange County, California and that California
<br />law shall govern any such dispute. SurartGte's right(s), whether granted herein or elsewhere, in the event of default by Advertiser / Agency shall be connotative and the
<br />exercise ofm c .r more rights by Smardite shall not be to die exclusion of the exercise ofothear rights at the same or a later time.
<br />I have read and agreed to the Terms & Conditions of this Contract.
<br />Accepted By:
<br />Print Name:
<br />See attached signature page
<br />Advertiser/Agency
<br />Date:
<br />I'smardite
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