As part of this advertising agreement (‘Agreement’), the Russian River Adventures (‘Advertiser’) and DogTrekker, Inc. (the ‘Company’) agree to the following:
- Services: Company agrees to perform the services outlined in the Proposal or Insertion Order in a timely manner, supplying all of the materials and labor needed to accomplish these tasks.
- Payment: Advertiser will be invoiced immediately. Due to the upfront development costs, this Agreement will be considered firm and non-cancellable.
- Assets: Advertiser agrees to provide the Company with all web assets in a timely manner and authorizes Company to use Advertiser’s web assets, trademarks and other intellectual property provided to Company by Advertiser for the purposes contemplated in the Proposal.
- Confidential Information: Both parties agree to protect confidential information (any and all information not generally known to the public) whether it is before or after the effective date of this Agreement, in whatever form or media, whether it is marked or not marked as confidential, and to not disclose such confidential information to anyone else without the other party’s written consent.
- Failure of Facilities: Any delay or interruption in delivery of the Site, in whole or in part hereunder, due to acts of God, strikes or threats thereof or force majeure or due to any other causes beyond the control of Company (including, but not restricted to hardware or other mechanical failures) shall not constitute breach of this Agreement, and Company will not be liable to Advertiser for such delays or interruptions.
- Notices: All notices, requests, demands, or other communications under this Agreement shall be in writing.
- Amendment: This Agreement may be supplemented, amended, or modified only by the mutual written agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties.
- Choice of law: In any litigation, arbitration, or other proceeding arising under this Agreement, the prevailing party shall be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law without reference to its conflict of laws principles.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND COMPANY’S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
For more information or clarification of the above, contact Dave Kendrick
, Managing Partner, DogTrekker.com