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TERMS AND CONDITIONS
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1.
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APPLICATION.
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The execution of this Order constitutes a binding agreement in which you, the Client, apply and agree to pay for submittal and advertisement of your information. New York Hair Guide. (NYHG) Agrees to accept your information, unless in its sole judgment, the information does not conform to NYHG editorial standards. NYHG reserves the right to require payment in advance as a condition of advertisement. Upon the acceptance and signing of this Order the parties hereto acknowledge that they have entered into a binding written agreement.
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2.
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ENTIRE AGREEMENT.
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This Order contains the entire agreement between you, the Client, and NYHG for the advertisement of your business and for the information that is submitted to NYHG. The provisions of this Order cannot be altered or waived except by written agreement signed by the Client and NYHG. Neither party shall be bound by any oral agreements or representations or special arrangements contrary to or in addition to the terms or conditions as stated herein or written hereon and no agent, representative or employee of NYHG has the authority to vary any of the terms of this Order.
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3.
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TERM.
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The Term of this Order shall be for a period of one (1) year from the date of the posting on the website.
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4.
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PAYMENT TERMS.
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Client shall pay the charges for the services purchased hereunder and as indicated on the reverse side of this Order, plus any and all state and local taxes charged in connection with such services. Unless payment in advance is required, payment of the charges shall be due and payable upon receipt of a bill or statement from NYHG, which bill or statement will be prepared on a timely basis. Any amounts not paid within the time specified on the billing statement shall bear a late charge at the rate of not more than one and one-half percent per month, or the highest rate allowed by applicable law, whichever is lower, until the payment is received by NYHG. The charges will begin on the month the advertisement is posted on the website.
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5.
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ACCELERATION OF PAYMENTS.
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In the event Client fails to make any payment when due under this Order, NYHG, may, at its option declare all remaining charges due under this Order, immediately due and payable.
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6.
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ADVANCE PAYMENTS.
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Client hereby acknowledges that NYHG to cover the costs and expenses of posting an advertisement will apply payments made in accordance with this Order. Therefore, in the event Client cancels this Order and the services purchased on the reverse side, NYHG shall be entitled to retain any and all advance payments made by Client to NYHG under this Order.
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7.
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BREACH OF ORDER.
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NYHG reserves the right to cancel this Order, upon breach by Client, which shall include, but not be limited to, failure by Client to make payments when due and pay all charges as agreed in this Order. In the event Client (1) breeches this Agreement, (2) NYHG learns of 5 unresolved, verified consumer complaints or (3) fails to make payments to NYHG when due, Clients advertisement will be removed at the end of the subsequent month.
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8.
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EXTENSION OF CREDIT.
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NYHG may, but is not obligated to, provide financing arrangements for the benefit of Client for the payment of the services purchased hereunder. In the event NYHG elects to extend credit to Client, such credit shall be upon such terms and conditions, as NYHG, in its sole discretion, deems appropriate.
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9.
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PARTIES TO THE AGREEMENT.
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This Order is entered into by and between NYHG and Client, and any change in the ownership, name, management or operation of Client shall not affect or dissolve the contract obligations of the parties under this Order. Client may not assign this Order without the prior written consent of NYHG that consent shall not be unreasonably withheld. This Order is assignable by NYHG to any other web designer. The person or persons signing this Agreement individually or on behalf of one or more of the parties represents that he is authorized to sign this Agreement and to bind such party.
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10.
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CONTENT.
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The legal name, business name, address and telephone number of the Client, as shown on the reverse side of this Order, as well as the information contained within the Internet Script Sheet, are the sole criteria for corrections of the information material on the website. It is the responsibility of Client to inform NYHG promptly in writing of any change in its address or telephone number. Upon receipt of such notice, NYHG agrees to make such changes within (14) days.
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11.
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FINANCIAL INFORMATION OF CLIENT AND GUARANTORS.
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The Client and any and all undersigned guarantors hereby authorize NYHG to obtain such information as it may require concerning the undersigned's corporate and personal credit and financial background. The Client and any and all guarantors hereby waive any claim against NYHG and fully release NYHG from any and all liability by reason of any disclosure of such financial information.
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12.
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CANCELLATION.
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This Agreement may be withdrawn or modified by the Client only by giving written notice sent by certified mail, return receipt requested, to NYHG within 10 days from the date of this Agreement.
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13.
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LIMITATION OF LIABILITY.
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THIS ORDER CANNOT BE INVALIDATED FOR TYPOGRAPHICAL ERRORS, INCORRECT INSERTIONS OR OMISSIONS CONTAINED IN THE INFORMATION SUBMITTED AND DISPLAYED. FURTHERMORE, CLIENT AGREES THAT NYHG SHALL NOT BE LIABLE FOR ERRORS OR OMISSIONS IN PUBLICATION OR LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR CONTINGENT DAMAGES ARISING OUT OF OMISSIONS OR ERRORS, EXCEPT THAT NYHG AGREES TO MAKE ADJUSTMENT TO THE SERVICE CHARGES IN THE EVENT OF ANY OMISSION OR ERROR DETERMINED IN THE SOLE DISCRETION OF SGD TO HAVE BEEN CAUSED BY NYHG. ANY ADJUSTMENT TO THE CHARGES WILL BE BASED UPON THE DIMINISHED VALUE OF THE SERVICES AS DETERMINED BY NYHG. THE ADJUSTMENTS TO THE CHARGES MAY BE MADE BY A CREDIT AGAINST FUTURE PAYMENTS DUE FROM CLIENT OR BY REFUND IF PAID IN FULL.
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14.
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INFORMATION IS PROPERTY OF NYHG.
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All copy which represents the creative effort of NYHG, and/or the utilization of creativity, illustrations, labor, composition or material furnished by it is and remains the property of NYHG, including the right of copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions in whole or in part, of any such copy for use in any other medium without the express written consent of NYHG. Client assumes the responsibility for the registration and protection of any copyright it may have and hereby licenses to NYHG the right to copy.
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15.
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TAXES AND ASSESSMENTS.
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In the event any federal, state or local taxes are imposed on the posting of advertising material or on the sale of advertising space, such taxes shall be assumed and paid by Client.
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16.
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AGENCY COMMISSION.
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Agency commission, if any, shall apply to all base charges and adjustments, under this Order. If Client utilizes an agency, the Client and agency shall be jointly and severally liable for payment and for compliance with all the terms of this Order.
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17.
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AUTHORITY TO CONDUCT BUSINESS.
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Client warrants that Client is duly authorized to engage in the business or profession described on the reverse side, and further warrants that Client is, and during the term of this Order, will remain, the owner of, and entitled to use, or is duly authorized or licensed by the owner and entitled to use, the copy, cuts and illustrations and any trademarks or trade names which may be specified. Client hereby agrees to defend, indemnify and hold NYHG harmless from any and all claims, demands, suits, losses, damages and judgments which arise from or which are claimed to have arisen from the use of such copy, cuts, illustrations, marks and names, together with expenses, including attorney's fees and court costs incurred by NYHG. Client agrees to assume sole responsibility for the protection of the proprietary interest in any writing or illustration used in its information, and hereby authorizes NYHG to permit any other web designer to copy or reproduce the information appearing in the publication. The provisions of this paragraph shall survive the term of this Order.
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18.
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ATTORNEY'S FEES.
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In the event NYHG has to employ a collection agency or an attorney to collect any of the sums due and payable under this Order, Client hereby agrees to pay for any collection charges and/or attorney's fees incurred by NYHG. In connection with any litigation arising out of this Order, including any appellant proceedings, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs.
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19.
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APPLICABLE LAW, VENUE AND DISPUTES.
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Any disputes arising from this Agreement shall be subject to arbitration in New York under the Rules and auspices of the American Arbitration Association or other mutually agreeable arbitrator. New York Law governs this Agreement and the Courts of New York This clause shall survive any termination of this Agreement.
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20.
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TOTAL AGREEMENT.
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The undersigned hereby agree(s) to the terms and conditions of this Order as evidenced by the signatures on the reverse side. The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this Agreement or the remainder of such section.
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21.
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RETURN CHECK FEE.
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There will be a return check fee of $35.00.
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