1. Agreement. These Terms and Conditions together with the accompanying signed Insertion Order constitutes a binding agreement between the advertiser identified on the Insertion Order (“Advertiser”) and United Patients Group(“UPG”). The Agreement may not be assigned or transferred by the Advertiser.
2. Advertising. The Advertiser shall purchase the online advertising package at the rate listed, and for the duration specified, in the accompanying signed Insertion Order (“IO”).
3. Payment. Advertiser shall make payment within 7 days of the billing date indicated on the UPG invoice. In the event any account becomes past due, in addition to such other remedies as it may have, the full amount of the account shall immediately become due and payable by Advertiser. Advertiser is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorneys fees and costs.
4. Indemnification. Advertiser shall indemnify and defend UPG, its Partners, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Advertising and Products, Creative and Services and breach of the Agreement.
5. Liability Limitation. UPG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO UPG BY YOU FOR THE AD OR PRODUCT GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
6. Governing Law. This Agreement is governed by the laws of the State of California without regard to its conflict oflaws rules or principles.
7. Termination. Either party shall be entitled to terminate this Agreement with or without cause upon 30 days writtennotice. In the event of termination under this paragraph, UPG shall refund or credit Advertiser for the unused pro-rata portion of the price of the advertising purchased.