This Advertising Agreement is subject to the following terms and conditions:
1. PAYMENT AND RESPONSIBILITY
Payment is due in full before the scheduled campaign or advertisement start date unless otherwise agreed to in writing by Macaroni KID. The Advertiser and/or Agency is responsible for payment for all advertising ordered. Advertising placed by an agency is accepted based on the agency's representation that the named Advertiser has fully authorized and approved the advertising, including its content, charges, and financial responsibility.
2. INDEMNIFICATION
The Advertiser and/or Agency agrees to indemnify, defend, and hold harmless Macaroni KID, its officers, agents, employees, and affiliates from and against any claim, suit, liability, loss, damage, cost, or other action or proceeding arising from or relating to the contents of the advertisement, including, but not limited to, claims involving libel, violation of privacy or publicity rights, copyright infringement, trademark infringement, or unfair competition.
3. ADVERTISING RATES
Macaroni KID reserves the right to change its advertising rates upon three months' notice. Any rate change will not affect advertising already purchased and paid for unless otherwise agreed to in writing.
4. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Macaroni KID shall not be liable to the Advertiser or Agency for any indirect, special, incidental, exemplary, or consequential damages, whether arising from breach of contract, tort, or otherwise.
5. ADVERTISING PERFORMANCE AND RESULTS
The Advertiser acknowledges that advertising and marketing performance can be affected by factors outside Macaroni KID's control. Macaroni KID does not guarantee any specific number of impressions, clicks, inquiries, sales, registrations, customers, revenue, or other result unless a specific deliverable is expressly stated in writing in this agreement. Payment is for the placement and delivery of the advertising services selected, not for any particular business outcome.
6. PUBLICATION AND COMPETITIVE ADVERTISING
All advertisements are subject to Macaroni KID's review and approval. Macaroni KID reserves the right to reject, cancel, or decline to publish any advertisement for any lawful reason. Macaroni KID may accept advertising from competing businesses and does not provide category or market exclusivity unless exclusivity is expressly agreed to in writing.
7. ENTIRE AGREEMENT; MODIFICATIONS
This agreement, together with the advertising package and add-ons selected in this form, constitutes the entire agreement between the parties concerning its subject matter. Any change or modification must be in writing and signed or otherwise expressly accepted by both parties.
8. GOVERNING LAW AND VENUE
This agreement shall be governed by and interpreted under the laws of the State of Missouri, without regard to its conflict-of-law principles. The parties consent to the jurisdiction and venue of the state and federal courts located in Missouri for any dispute arising from or relating to this agreement.