Indemnity. Advertiser will indemnify, defend and hold harmless 85239.com, LLC dba InMaricopa (“InMaricopa”) and its affiliates, parents, related entities, owners, governors, officers, directors, partners, partnerships, principals, employees, and their respective partners, officers, agents and employees, successors and assigns from and against all costs, damages, liabilities, claims, causes of actions and expenses of any kind or nature resulting from the breach by Advertiser of any term, covenant or provision of this Agreement. The obligations of Advertiser shall survive the termination or expiration of this Agreement.
Termination for Cause. If the Advertiser fails to fulfill its obligations under this Agreement properly and on time, or otherwise violates any provision of the Contract, InMaricopa may terminate the Agreement. Prior to terminating this contract, InMaricopa shall give the Advertiser ten (10) days prior written notice of such default and if the Advertiser has not cured such default within the ten (10) day period, InMaricopa may, by written notice, not less than five (5) days after expiration of this period, terminate the Agreement. The notice shall specify the acts or omissions relied on as cause for termination. Notwithstanding termination, the Advertiser will remain liable after termination for the value of the Agreement and InMaricopa can affirmatively collect damages. Termination hereunder, including the determination of the right and obligations of the parties, shall be governed by the laws of Arizona.
Acceleration Clause. In the event of default in the payment of any of the said installments or said interest when due as herein provided, time being of the essence hereof, the holder of this agreement may, without notice or demand, declare the entire principal sum then unpaid immediately due and payable.
Entire Agreement. This Agreement constitutes the entire agreement between Advertiser and InMaricopa with respect to its subject matter and supersedes all prior agreements, understandings and representations relating to the same subject matter, whether written or verbal. This Agreement may only be amended, modified or supplemented by a written agreement between Advertiser and InMaricopa.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.
Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party or a purchaser of all or substantially all of that party’s assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.
Relationship of the Parties. The relationship of Advertiser and InMaricopa under this Agreement shall be that of independent contractors and nothing herein or in any related document or representation shall be construed to create or imply any relationship of employment, agency, partnership or any other relationship other than that of independent contractors. Advertiser and InMaricopa acknowledge and agree that each is engaged in a separate and independent business and neither shall state, represent or imply any interest in or control over the business of the other.
Representations and Warranties. Advertiser represents and warrants that (i) it has the full right and legal authority to enter into and perform this Agreement in accordance with its terms, (ii) that the signer is duly authorized to execute this Agreement on behalf of and bind Advertiser to the terms set forth herein and (iii) this Agreement, when executed and delivered by Advertiser, will be its legal and binding obligation enforceable against Advertiser in accordance with its terms.
InMaricopa represents and warrants that (i) it has the full right and legal authority to enter into and perform this Agreement in accordance with its terms, (ii) that the signer is duly authorized to execute this Agreement on behalf of and bind InMaricopa to the terms set forth herein and (iii) this Agreement, when executed and delivered by InMaricopa, will be its legal and binding obligation enforceable against InMaricopa in accordance with its terms.
Dispute Resolution. InMaricopa reserves the right to collect unpaid balances through the judicial process. Any dispute or claim regarding or arising from this Agreement or its enforceability including, but not limited to, any act that allegedly has or would violate any provision of this Agreement and the interpretation of any terms of this Agreement may be submitted to binding arbitration in Pinal County, Arizona in accordance with the Commercial Rules of the American Arbitration Association. The arbitration award and all costs and reasonable attorneys’ and collections fees of binding arbitration shall be paid by the non-prevailing party within fourteen (14) days of receipt of notice of the total amount due from the prevailing party. If the award, costs and attorneys’ fees are not paid by the non-prevailing party within the above time period, such sums will accrue interest at the maximum legal rate in Arizona. The non-prevailing party will pay all interest accrued on such sums until the date of payment. The non-prevailing party will also pay all costs and reasonable attorneys’ fees incurred by the prevailing party to enforce the arbitration award. The arbitration award will be binding and conclusive on the parties to this Agreement and may be enforced in any court of competent jurisdiction.
Confidentiality. InMaricopa and Advertiser agree that all of the terms of this Agreement shall be kept confidential and will not be disclosed to any individual or entity, excluding the parties’ respective parents, general partners, limited partners, partners, subsidiaries, successors, assigns, joint venturers, officers, directors, employees and agents in their individual and representative capacities and all persons acting by, through, under or in concert with any of them.
Limitation of Liabilty and Hold Harmless. In no event will InMaricopa be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, trademark or copyright infringement and the like, incurred by Advertiser or another party arising out of these Terms and Conditions. Even if such party has been advised of the possibility of such damages, these damages that result, either directly or indirectly, from any negligence, alleged intentional act or otherwise, or a breach, or alleged breach, of these Terms and Conditions by InMaricopa are not recoverable by Advertiser and any intended or unintended recipient of the Advertising Campaign. Advertiser specifically agrees not to hold InMaricopa liable for any misprint, typographical error, omission, or the size, scope or spacing of the agreed upon Advertising campaign. Client further agrees to indemnify, defend and hold harmless InMaricopa, their affiliates, and their current and future officers, directors, employees, and agents from and against any and all loss, damages, claims, penalties, liabilities or expenses of any nature whatsoever (including attorneys’ fees) due to, or arising out of any transaction or technology fault in connection with these Terms and Conditions, or out of a breach of any agreement, representation or warranty by InMaricopa contained in these Terms and Conditions.
Partial Invalidity. If any provision of this Agreement is deemed invalid or unenforceable pursuant to any statute, regulation or rule of law (i) the remaining provisions of this Agreement will remain valid and enforceable, (ii) this Agreement shall be construed as if such unenforceable provisions had not been contained therein, and (iii) the parties shall negotiate in good faith to replace any unenforceable provision by such enforceable provision as has effect nearest to that of the provision being replaced.
Notices. Unless otherwise expressly provided, any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement shall be by (i) First Class U.S., prepaid mail, (ii) registered or certified mail, (iii) overnight courier or (iv) facsimile, if receipt is confirmed, to the Advertiser at the address provided in the Advertising Agreement and for InMaricopa at the address and/or facsimile number set forth below:
44400 W. Honeycutt Road, Suite 101
Maricopa, AZ 85138
FAX: (520) 568-0050
Attention: Scott Bartle
Consent. Whenever the consent or approval of a party to this Agreement is required, such consent may be granted or withheld in the party’s sole discretion unless otherwise specifically stated.
Accuracy. It is the responsibility of the Advertiser to ensure information in any advertisement, listing, coupon, etc. is accurate at all times. InMaricopa shall not be responsible for any copy submitted with inaccuracies.
Approvals. InMaricopa will make commercially reasonable good faith efforts to get Advertiser’s approval of all artwork designed on behalf of Advertiser. If Client does not respond to InMaricopa’s request for approval/changes within 10 days, any such approval/changes shall be deemed approved.
Copyright. All photos, advertisements, artwork or creative work product created by InMaricopa or its affiliates shall at all times remain the property of InMaricopa. Upon request, and subject to InMaricopa’s sole discretion, Advertiser may purchase rights to said images.
Liquidated Damages. Should advertiser breach contract by not making payments as agreed, InMaricopa reserves the right to discontinue advertising until such time as the breach is remedied and any past due balance is paid. In the event Advertiser breaches the contract by failing to make payments as agreed and fails to pay any past due balance pursuant to the provisions of this contract, InMaricopa reserves the right to accelerate the contract and collect on the balance of the contract, irrespective of whether InMaricopa continues to provide advertising.
Changes. If Advertiser wishes to alter its ad design after initial design is approved, Advertiser will be subject to a fee according to the InMaricopa design fee scheduled (available upon request). Change requests must be submitted to InMaricopa in writing per the Notice section set forth herein or to Advertising@InMaricopa.com. Advertiser will reimburse InMaricopa for stock images and other pre-approved fees incurred in the production of its ad.
Cancellation. At its sole and absolute discretion, InMaricopa may cancel contract at Advertiser’s written request with payment of a fee equivalent to fifty percent (50%) of the remaining contract value.
Returned Checks / Declined Credit/Debit Cards. Any returned checks shall be subject to a $75.00 fee, which shall be payable in accordance with Advertiser’s other payment obligations contained herein. Declined credit/debit cards shall be subject to a $25.00 fee per occurrence, which shall be payable in accordance with Advertiser’s other payment obligations contained herein.
Pricing. All prices are Net and exclusive of applicable taxes and commissions.
Payment Terms. Finance/Interest charge (1.5% per month) effective first day of delinquency. Late payment fee ($20.00) shall be applied in addition to finance/interest charge. Invoices will be sent via email unless otherwise requested in writing.
Agreement. Completion of purchase on this site indicates Advertiser’s approval with the above terms and conditions.