PAYMENT. Payment for all amounts will be collected when the order is placed. Receipt of payment indicates that the Subscriber accepts all terms and conditions written herein. A $50.00 charge shall be assessed on all returned or canceled payments. MESA may suspend ad and landing page publication at its discretion if payment is not received or is canceled for any reason. All upgraded services will be paid for at the time those services are ordered. All payments are non-refundable.
SERVICE TERMS. The Subscriber will receive the following: one (1) space for advertisement for each ad subscription on Central Hub and Resource Link® for the selected location(s); and one (1) landing page to be displayed after the advertisement is selected, for each ad subscription. The Subscriber may elect to change the advertisement(s) or landing page(s) content at any time throughout their subscription, subject to MESA approval. The Subscriber will receive access to the digital client portal.
APPROPRIATE CONTENT. The Subscriber shall only submit content in its advertising that is in good taste, lawful, non-discriminatory and appropriate for a general audience. MESA reserves the right to reject any content for any reason. MESA shall be responsible for determining if the content meets this standard and MESA’s determination, in its sole discretion, shall be conclusive and binding. Any content that MESA determines is inappropriate shall not be displayed on MESA’s system. Any changes to content will also be subject to MESA review and will not go live unless and until approved.
SUBSCRIBER CONTENT OBLIGATION. The Subscriber shall be solely responsible for the creation of its ad and landing page content and the cost thereof, unless the Subscriber purchases additional upgrade services related to these, upon which MESA will provide said services. MESA shall only be responsible for reviewing and publishing the Subscriber content if such content is accepted and appropriate. The Subscriber warrants that it has full rights to use all content it submits to MESA, and that the use of such content will not violate the rights of any third party or criminal laws. The Subscriber shall indemnify and hold MESA harmless from any liabilities, costs, damages of any type or nature, arising out of or related to the content submitted by the Subscriber, including MESA’s actual attorney fees.
MESA WARRANTY. MESA warrants and agrees that it will display the approved content according to the terms and conditions of this Agreement. Should MESA fail for any reason to display the approved content as agreed, MESA will credit the Subscriber for fees charged for the period of time the approved content was not displayed. This warranty is the exclusive warranty offered by MESA. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, MESA DOES NOT MAKE ANY PROMISES ABOUT THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. MESA PROVIDES EACH SERVICE “AS IS”. EXCEPT AS STATED ABOVE, MESA EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. MESA EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATIONS OF LIABILITY. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER,(i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
MISCELLANEOUS. This Agreement is the entire agreement between the parties and supersedes any prior or contemporaneous agreements on that subject. This Agreement may only be amended in a writing signed by both parties that expressly states that it is amending this Agreement. The parties are independent contractors and this Agreement does not create an agency, partnership, or joint venture. If it turns out that a particular term of this Agreement is not enforceable, the balance of the Agreement will remain in full force and effect. All claims arising out of or relating to this Agreement will be governed by Michigan law and will be litigated exclusively in the federal or state courts of Michigan and the Subscriber consents to personal jurisdiction in those courts.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, at the direction or request of the property owner the programming be stopped, natural disaster, act of war or terrorism, riot, labor condition, governmental action, power outage, and Internet disturbance) that was beyond the party’s reasonable control.
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