TERMS AND CONDITIONS
In addition to the Terms and Conditions found in the Agreement for Services (“Agreement”), the client hereby agrees to the following Terms and Conditions which will apply to each and every Agreement between IPD and the client.
1. Entire and Integrated Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein, and shall not be modified, altered or discharged except by a writing signed by the parties. Accordingly, this Agreement replaces and supersedes any and all prior oral agreements and discussions, and the parties acknowledge that any such prior oral agreement or discussion cannot, and will not, be relied upon. This Agreement has been negotiated by the parties and/or their counsel and shall not be construed more favorably to any party.
2. Severability. If any provision of this Agreement is for any reason held invalid or unenforceable, the remainder hereof shall not be affected thereby.
3. Agreement Voluntarily Entered Into By Each of The Parties. This Agreement is executed voluntarily by each of the parties without any duress or undue influence on the part, or on behalf, of any of them. Each of the parties represent to each other that they have read and fully understand each of the provisions of this Agreement and have relied on the advice and representations of competent legal counsel of their own choosing.
4. Headings and Numbering. Any paragraph, article, and/or section headings or paragraph numbers used in this Agreement are for convenience only and shall not affect the construction of the Agreement.
5. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one instrument. Faxed or emailed signatures shall constitute original signatures binding on the signing party.
Waiver. THE FAILURE OF EITHER PARTY TO ENFORCE ANY PROVISIONS OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OR LIMITATION OF THAT PARTY’S RIGHT TO SUBSEQUENTLY ENFORCE AND COMPEL STRICT COMPLIANCE WITH EVERY PROVISION OF THIS AGREEMENT. CLIENT AGREES TO NOTIFY IPD IN WRITING OF ANY CLAIMED BREACH OF THIS AGREEMENT, OR OTHER CONDUCT WHICH CLIENT BELIEVES MAY GIVE RISE TO LIABILITY FOR IPD, WITHIN SIXTY (60) DAYS OF IPD’S PERFORMANCE OF THE SERVICES CONTRACTED FOR, AND ALL CLAIMS NOT RAISED WITHIN THIS TIME WILL BE WAIVED. FURTHER, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE TO THE CONTRARY, IPD SHALL NOT BE LIABLE TO CLIENT UNDER THIS AGREEMENT, OR FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR COMPENSATORY DAMAGES IN EXCESS OF THE AMOUNT CLIENT HAS PAID IPD FOR SERVICES UNDER THIS AGREEMENT.
7. Waiver of Jury Trial. IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO THE ACTION, PROCEEDING OR OTHER LITIGATION.
8. Notices. All notices, demands and requests of any kind which client may be required or may desire to serve upon IPD in connection with this Agreement shall be delivered only by overnight courier or other means of service which provides written verification of receipt or by registered or certified mail return receipt requested, with a copy by email (the “Notice”). Any such Notice delivered by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid, or if by overnight courier then deposited with the courier. All Notices shall be addressed to IPD as follows: TC@ipdagency.com
9. Indemnification and Representations: Client represents and warrants that its advertising and marketing programs, materials and content related to this Agreement fully comply with all applicable local, state and federal laws. To the fullest extent permitted by law, client shall fully defend, indemnify, protect, save, and hold harmless IPD from and against any demand, action, claim or suit (including governmental or administrative) by any person, agency or entity that is brought with respect to, is related to, or in any way arises out of this Agreement or the performance thereof, including but not limited to claims in tort, contract, law, equity, fraud, false and misleading advertising, deceptive or unfair trade practices acts, that IPD was negligent or otherwise at fault for any reason, except in cases of gross negligence or willful misconduct on the part of IPD.
10. These Terms and Conditions shall be governed by the laws of the State of Florida, without regard to choice of laws. The sole and exclusive venue for any dispute between the parties arising out of or related to this Agreement is Hillsborough County, Florida and client waives any defense to personal jurisdiction and venue, including forum non-conveniens. The prevailing party to any dispute between the parties shall be entitled to reasonable attorney’s fees and costs incurred.