Block-Strategy Magazine is a trade name used by Block-Strategy. All sales of advertisements provided by Block-Strategy Magazine (“BSM”) are subject to these terms and conditions unless otherwise expressly agreed to in writing by BSM. The prices and performance specifications quoted to Advertiser or Agency are based upon the exclusions and other terms stated herein. Any additional, inconsistent or different terms or conditions contained in Advertiser’s or Agency’s purchase order or other documents supplied by Advertiser or Agency are hereby rejected.
2. Payment Security Agreement
Unless otherwise specified in writing by BSM, payment is due within 15 days of the date of receipt of invoice. BSM reserves the right to require payment in advance. If payment in full is not made when due, Advertiser or Agency shall pay, in addition to the overdue amount, the lesser of: (i) a late charge of 1.5% of the overdue amount per month (18% per annum) and (ii) the maximum amount allowed by the law. Advertiser or Agency grants to BSM a security interest in the merchandise identified in this sale document to secure all sums due from Advertiser or Agency to BSM.
3. Payment Liability Agreement
Unless otherwise set forth by Agency on the Insertion Order (“IO”), BSM agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, BSM agrees to hold Advertiser solely liable. BSM understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in these Terms and Conditions of Sale.
4. Limitation of Liability
In the event that BSM fails to publish an advertisement in accordance with the schedule provided in the IO, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the IO, the sole liability of BSM and exclusive remedy of Advertiser or Agency shall be limited to the amount of any fees paid to BSM for the services in question. In no event shall BSM be liable for any act or omission, or any event directly or indirectly resulting from any act or omission of Third Parties. IN NO EVENT SHALL BSM BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF BSM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BSM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY BSM FROM ADVERTISER OR AGENCY FOR THE IO GIVING RISE TO THE CLAIM. Advertiser or Agency acknowledges that BSM has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
5. Limitation of Action
Any cause of action against BSM arising out of, in connection with or relating to this contract or the performance or breach hereof shall expire unless brought within one year of the time of accrual thereof.
6. Hiring Away
Advertiser or Agency agrees that for a period of two (2) years following the supplying of any goods or the rendering of any services by BSM to Advertiser or Agency, that Advertiser or Agency will not, directly or indirectly, alone or in association with anyone else: (1) engage as an employee, independent contractor or otherwise, the services of any (i) BSM employee with whom Advertiser or Agency has communicated with respect to any goods or services supplied to Advertiser or Agency, or (ii) employee of BSM, the identity of whom was learned, directly or indirectly, through a BSM employee with whom Advertiser or Agency has so communicated. Nothing herein contained shall be construed to limit or restrict the application of any applicable non-competition agreement between BSM and any of BSM’s employees.
7. Contract Price
The price of merchandise or service does not include any federal, state, or local property, license, privilege, sales, service, use, excise, value added, gross receipts, or other like taxes which may now or hereafter be applicable to, measured by, imposed upon or with respect to the merchandise, its purchase, sale, replacement, value or use or any services performed in connection therewith. Advertiser or Agency shall pay or reimburse BSM, its subcontractors or suppliers any such taxes which BSM, its subcontractors, or its suppliers are required to pay or collect, or which are required to be withheld by Advertiser or Agency, and shall indemnify BSM for any fines or penalties resulting, directly or indirectly, from failure to collect or pay such taxes.
Advertiser’s or Agency’s rights under contracts for the sale of advertising by BSM may not be assigned without BSM’s prior written consent.
9. Partial Invalidity
If any provision herein or portion hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof, but these terms and conditions shall be construed as if such invalid or unenforceable provision or portion hereof had never been contained herein.
10. Accord and Satisfaction Requirements
All communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to “BLOCK-STRATEGY MAGAZINE, OFFICE OF ACCORD & SATISFACTION, .”
11. Costs and Attorneys’ Fees
Advertiser or Agency shall be liable to reimburse BSM for any expenses, including court costs and reasonable attorneys’ fees that may be incurred in order to collect any sums due hereunder to enforce any of the terms of this contract, or to defend itself against any invalid claim asserted by Advertiser or Agency in connection with the sale of the merchandise or service.
12. Choice of Law and Venue
This Agreement and the rights and remedies of the parties in regard to or arising out of the sale of merchandise or the providing of services shall be governed by the laws of the State. Any cause of action regarding same shall be brought in at.
13. Entire Agreement and Subsequent Changes
Orders for merchandise or service may only be accepted by an authorized person on behalf of BSM at its office at. The provisions hereof together with those of any accompanying documents will constitute the entire agreement between BSM and Advertiser or Agency with respect to the sale of such merchandise and/or service, and supersedes all other printed and/or oral representations or agreements concerning such sale. All changes in merchandise description, including specifications, design or change in any other terms of sale, subsequent to BSM’s original proposal or order acceptance, shall be ineffective unless presented in documents signed by an authorized person on behalf of BSM.