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Advertiser acknowledges that the sole obligation of Los Angeles Lawyers Directory ("LALD") is to display the Advertiser Web Content in accordance with the terms of this Agreement. Advertiser understands that once this Agreement is executed, there shall be no refunds or prorating of rates if Advertiser elects to discontinue display of the Web Site prior to expiration of the advertising term. Notwithstanding the foregoing, LALD may terminate this Agreement if Advertiser fails to pay any amount due hereunder and such non-payment remains uncured for five (5) days. In the event of any such termination for non-payment, the total contract price shall become immediately due and payable to LALD as liquidated damages. Unpaid amounts will accrue interest at the rate of 15% or the highest permissible rate allowed under applicable law. Advertiser will pay an additional $30.00 service charge to LALD for any returned check. Advertising rates are subject to change; any rate changes will apply to any additional advertising services or renewals requested by Advertiser after such rate change.UNDER NO CIRCUMSTANCES SHALL LALD BE LIABLE TO THE ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT LALD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR HEREIN. LALD SHALL IN NO EVENT BE LIABLE TO ADVERTISER FOR MORE THAN THE TOTAL AMOUNT PAID TO LALD BY ADVERTISER HEREUNDER. LALD MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING LALD'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DELALDNG OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERLALDTY OF THE FOREGOING, LALD SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (1) THE NUMBER OF PERSONS WHO WILL ACCESS THE WEB SITE AND (2) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM THE WEB SITE.Advertiser is solely responsible for any legal liability arising out of or relating to Advertiser's web site. Advertiser represents and warrants that (1) Their web site complies with LALD's advertising standards; (2) Advertiser is authorized to advertise legal services; (3) All persons to be listed on the Web Site are duly licensed and qualified to practice law in the state or jurisdiction in which Advertiser has requested that they be listed and are in good standing with the appropriate bar associations; (4) The listing of the web site will not violate any laws, rules or regulations or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity; and (5) Advertiser's web site complies with all laws, rules and regulations of the state, country or territory in which it is located. Advertiser agrees to indemnify LALD and to hold LALD harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by LALD, based on any legal representation or advice provided by the Advertiser, its shareholders, agents or employees to any individual or entity who may have learned of advertiser through its listing with LALD or arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. In the event that the person or persons listed on the LALD Web site are no longer in good standing with the appropriate bar association, Advertiser shall contact LALD immediately and LALD will be entitled to remove the listed person or persons who are no longer in good standing from the Attorney website.LALD intends this Directory to be operational 24 hours per day, 7 days a week. However, LALD does not guarantee that this will occur. Interruptions of service of less than one day will not be compensated. Longer interruptions will result in an extension of service as Advertiser's sole compensation for interruption.LALD reserves the right to reject any advertising which is not consistent with LALD's standards. In addition, LALD shall have the right, at any time, to remove any of Advertiser's advertising and/or terminate this Agreement if LALD determines, in its sole discretion, that the advertiser's web site or any portion thereof (1) violates LALD's then applicable advertising policy; (2) violates any law, rule or regulation or if LALD is directed to do so by any law enforcement agency; or (3) is otherwise objectionable to LALD. LALD reserves the right to suspend any or all of the services provided for in this agreement at any time by providing 5 days notice of suspension. In the event of any such termination, LALD shall refund to Advertiser any unapplied fees, on a pro rata basis, which Advertiser has paid to LALD for display of the Web Site.Copyright advertising furnished by Advertiser shall contain the proper copyright notice. Advertiser assumes sole responsibility for the protection of its copyright and any writing, pictorial, illustration, design, mat, map, photograph, or combination thereof owned by Advertiser and included in its website. LALD retains the ownership to any writing, pictorial, illustration, design, mat, map, photograph, software or combination thereof, that LALD provides in creating a website for Advertiser or in conjunction with Advertiser's listing on the LALD website.LALD and Advertiser are independent contractors, and neither LALD nor Advertiser is an agent, representative or partner of the other. LALD may terminate this Agreement at any time in the event of material breach of this Agreement by Advertiser. This Agreement sets forth the entire agreement between Advertiser and LALD, and supersedes any and all prior agreements (whether written or oral) of LALD and Advertiser with respect to the subject matter set forth herein; provided, however, that all pricing will be governed by LALD. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement shall be interpreted, construed and enforced in all respects in accordance with laws of the State of California, without regard to the actual state or country of incorporation or residence of Advertiser. It is agreed that the price for the requested advertising is based in part on the understanding that the Advertiser irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in the State of California in connection with any action arising under this Agreement. Advertiser may not assign this Agreement, in whole or in part. It is further agreed that should any portion of this agreement be deemed invalid, it shall not affect the enforceability of the remainder of this agreement. |
