Terms & Conditions

The Insertion Order shall be governed by these Terms and Conditions (“Agreement”). All terms All terms contained in and reference pursuant to this Agreement, including, without limitation, those provided via the URL listed above, are made a part of this Insertion Order through incorporation by reference. The Publisher and Advertiser (collectively, the “Parties,” and each, a “Party”) represent that they have read and agreed to this Agreement and the terms of this Insertion Order.

WHEREAS, Publisher is in the business of publishing CERT RESPONDER MAGAZINE (”Publication”), a place to find resources, learn about what others training with different departments, counties and states are doing to prepare for the next natural disaster or man-made even, and selling space within the Publication for advertisements (”Ad Space”);

WHEREAS, Advertiser desires to purchase from Publisher, and Publisher desires to sell to Advertiser, Ad Space to promote Advertiser’s business, services, or products on the terms described herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms have the meanings set forth or referred to in this Section, or in the Section in which they first appear in this Agreement.

  • ”Accepted Insertion Order” means an Insertion Order delivered to Publisher by Advertiser and accepted by Publisher in accordance with the terms of this Agreement.
  • ”Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.
  • ”Ad Campaign” means any coordinated series of Advertisements with a single idea or theme.
  • ”Ad Space” means the space in each issue of the Publication that Publisher sells to Advertiser or a third party to advertise its products or services.
  • ”Advertisement” means any advertisement that Advertiser delivers to Publisher pursuant to an Accepted Insertion Order.
  • ”Advertiser Intellectual Property” means any Intellectual Property owned by or licensed to Advertiser that is embodied in any Advertisement, Ad Campaign, or Creative Component thereof.
  • ”Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
  • ”Agreement” has the meaning set forth in the preamble to this Agreement.
  • ”Artwork” means any images or visual components of an Advertisement or Ad Campaign.
  • ”Business Day” means any day except Saturday, Sunday, or any other day on which commercial banks located in Saint Louis, Missouri, are authorized or required by Law to be closed for business.
  • ”Claim” means an Action brought against a Person entitled to indemnification in accordance with Section 7 of this Agreement.
  • ”Copy” means the printed text of an Advertisement.
  • ”Creative Components” means, with respect to an Advertisement, the Copy, Artwork, and Layout thereof.
  • ”Editorial Adjacency Guideline” means any guidelines of Advertiser now existing or hereafter implemented, amended, or revised, governing the placement of its advertisements within a publication.
  • ”Editorial Content” means all content of the Publication, excluding any advertisements.
  • ”Effective Date” means the date written on the Insertion Order.
  • ”Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization, other nongovernmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of
    such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
  • ”Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.
  • ”Insertion Order” means a written order from Advertiser to Publisher for the purchase of Ad Space.
  • ”Intellectual Property” means any and all Trademarks and domain names; original works of authorship and related copyrights and any other intangible property in which any Person holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of the US, including all applications, registrations, renewals, issues, reissues,
    extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
  • ”Knowledge” of a Party means the actual knowledge of any director or officer of such Party, after due inquiry.
  • ”Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.
  • ”Layout” of an Advertisement means the size and placement of Copy and Artwork on the page of the Publication, including margins, backgrounds, fonts, and colors.
  • ”Party” has the meaning set forth in the preamble to this Agreement.
  • ”Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization,association, Governmental Authority, or any other entity.
  • ”Personnel” of a Party means any agents, employees, or subcontractors engaged or appointed by the Party.
  • ”Prices” has the meaning set forth in Section 3.1.
  • ”Publication” has the meaning set forth in the Recitals.
  • ”Publisher Indemnified Party” has the meaning set forth in Section 7.1.
  • ”Publisher Policies” means any and all policies of Publisher regarding advertisements to be published in the Publication, including Specifications, Submission Deadlines, content restrictions, and privacy policies, as may be implemented or amended by Publisher from time to time.
  • ”Rate Card” means a document setting out a description of Publisher’s available Ad Space and the corresponding prices. A copy of Publisher’s current Rate Card may be obtained from Publisher upon request.
  • ”Representatives” means a Party’s Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisers, successors, and permitted assigns.
  • ”Specifications” means the technical specifications of Publisher for any and all advertisements to be published in the publication as set forth in the Publisher Policies.
  • ”Submission Deadline” means any date by which Publisher requires Creative Components, final versions of Advertisements, or any other materials or information from Advertiser to publish an Advertisement in the issue of the Publication agreed in the corresponding Accepted Insertion Order.
  • ”Term” has the meaning set forth in Section 10.1.
  • ”Trademarks” means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

2. Agreement to Purchase and Sell Ad Space.

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, during the Term, Publisher shall sell to Advertiser, and Advertiser shall purchase from Publisher, Ad Space as detailed herein and on any Accepted Insertion Orders.

2.2 Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and Publisher. This Agreement will not restrict (a) Advertiser from advertising in other publications or media or (b) Publisher from selling Ad Space to any other Persons.

2.3 Submission of Insertion Orders. Advertiser shall initiate all orders for Ad Space by delivering to Publisher an Insertion Order via email or electronic data exchange. Advertiser’s delivery of an Insertion Order to Publisher constitutes an offer to purchase Ad Space pursuant to the terms and conditions of this Agreement, including the Required Insertion
Order Terms, and no other terms.

2.4 Amendments to Insertion Orders. Advertiser shall have the right to cancel or amend any Insertion Order delivered to Publisher, without Publisher’s consent, only if Publisher has not yet accepted the Insertion Order.

2.5 Acceptance or Rejection of Insertion Orders.

(a) Publisher has the right, in its sole discretion, to accept or reject any Insertion Order.
(b) Publisher shall accept any Insertion Order by confirming the order in writing to Advertiser (whether by delivering written confirmation of acceptance, a countersigned Insertion Order, invoice, or otherwise).
(c) No Insertion Order is binding on the Parties unless accepted by Publisher.

2.6 Terms of Agreement Prevail Over Insertion Orders. This Agreement is expressly limited to the terms of this Agreement and the terms contained in any Accepted Insertion Order. In the event of any conflict between the terms of this Agreement and the terms of any Accepted Insertion Order, the terms and provisions of this Agreement shall control.

3. Price and Payment.

3.1 Price. Advertiser shall purchase Ad Space from Publisher at the prices set forth on Publisher’s Rate Card in effect at the time that Publisher accepts the related Insertion Order or as otherwise agreed upon by the parties.

3.2 Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Advertiser under this Agreement. Advertiser shall be responsible for all such charges, costs, and taxes, except for any taxes imposed on, or with respect to,
Publisher’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

3.3 Payment. Advertiser shall pay all invoiced amounts due to Publisher within 7 days of receipt of Advertiser’s invoice.

4. Advertisement Requirements.

4.1 Delivery and Marking.

(a) Advertiser shall deliver all Advertisements to Publisher in final format in accordance with the following
Specifications:

i. Furnish press ready .pdf files (crops and bleeds on full page bleed ads only).
ii. All fonts must be embedded, and all images must be 200 dpi minimum (300 dpi preferred).
iii. For bleed ads, all pertinent text/images must be kept .25” away from trim on all size. (Trim size: 8.375 x 10.875”)

Subject to Section 4.1(b), Publisher is not responsible for making any corrections to Advertisements unless Publisher consents in writing to making the corrections.

(b) Any Advertisements that might be mistaken for Editorial Content must be clearly marked “advertisement” by Advertiser. If Advertiser fails to mark an Advertisement that Publisher reasonably believes could be mistaken for Editorial Content in the Publication, Publisher reserves the right to so mark it.

4.2 Clearances. Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Advertiser to create any Advertisement and grant Publisher the right to reproduce, print, and distribute it in the
Publication.

4.3 Publisher Policies and Approval.

(a) All Creative Components and Advertisements must conform to the then-current Publisher Policies, which Publisher shall send or otherwise make electronically available to Advertiser upon request.

(b) Publisher reserves the right to reject any Advertisement (regardless of whether such Advertisement was previously accepted) which, in its sole discretion, it determines (i) does not comply with any Publisher Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by Publisher of any products or services.

(c) Publisher shall notify Advertiser as soon as reasonably possible of any objection to any Advertisement or any Creative Component therein. Publisher may, in its sole discretion, (i) provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable Submission Deadlines and Publisher’s overall publication schedule or (ii) run a public service announcement or house advertising in place of any rejected Advertisement.

5. Publisher’s License. Subject to the terms and conditions of this Agreement, Advertiser grants Publisher a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to Advertiser’s Intellectual Property to reproduce, publish, and distribute each Advertisement in the Publication in accordance with the terms of this Agreement and the corresponding Accepted Insertion Order. Other than this express license, Advertiser grants no right or license to Publisher by implication, estoppel, or otherwise to any Advertiser Intellectual Property.

6. Representations, Warranties, and Certain Covenants.

6.1 Mutual Representations, Warranties and Covenants. Each Party represents, warrants, and covenants to the other
that:

(a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
(b) the execution of this Agreement by its Representative whose signature is set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary corporate action of the Party;
(c) this Agreement has been executed and delivered by the Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity; and
(d) it is now and through the Term shall remain in compliance with all Laws applicable to the performance of its obligations under this Agreement or any Accepted Insertion Order.

6.2 Advertiser Representations, Warranties, and Covenants. Advertiser represents, warrants, and covenants to Publisher that:

(a) at the time of the Advertisement’s publication and dissemination, any statement, claim, or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable Laws, including the Laws of the Federal Trade Commission and (ii) shall comply with all other applicable Laws regarding deceptive trade practices, fair competition, and consumer protection;
(b) nothing in any Advertisement or Creative Component will (i) violate any criminal Law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful;
(c) Advertiser has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property, copyrighted material, trademarks, and/or depiction of trademarked goods or services; (ii) any testimonials
or endorsements contained in any Advertisement; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary;
(d) to the extent that any Advertisement or Creative Component is delivered to Publisher in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and
(e) Advertiser shall use the Ad Space solely for its own benefit and not for the placement of any third-party advertising.

7. Indemnification.

7.1 Advertiser Indemnification Obligations. Advertiser shall defend, indemnify, and hold harmless Publisher, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, “Publisher Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), arising out or resulting from any Claim of a third party or Party alleging:

(a) breach by Advertiser or its Personnel of any representation, warranty, covenant or other obligations set forth in this Agreement or any Accepted Insertion Order; or
(b) negligence or more culpable act or omission of Advertiser or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

7.2 Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party’s:

(a) willful or reckless acts or omissions; or
(b) bad faith failure comply with any of its material obligations set forth in this Agreement.

7.3 Indemnification Procedures. A party seeking indemnification under this Section 7 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation here-under except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

7.4 EXCLUSIVE REMEDY. THIS SECTION 7 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7.

8. Limitation of Liability; Disclaimer of Warranties.

8.1 Limitation of Liabilities.

(a) NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE
PARTIES’ LIABILITY FOR INDEMNIFICATION OR LIABILITY FOR INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR
PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR
PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR
INDEMNIFICATION, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED TWO TIMES THE TOTAL OF THE
AMOUNTS PAID TO PUBLISHER PURSUANT TO THIS AGREEMENT.
8.2 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6, (A) NEITHER PARTY TO THIS
AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER
ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY
THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY
PROVIDED IN SECTION 6 OF THIS AGREEMENT.

8.2 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6, (A) NEITHER PARTY TO THIS
AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER
ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY
THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY
PROVIDED IN SECTION 6 OF THIS AGREEMENT.

9. Term; Termination.

9.1 Term. The term of this Agreement commences on the Effective Date and continues for five years, unless it is earlier terminated as provided under this Agreement (the “Term”).
9.2 Mutual Right to Terminate. Either Party may terminate this Agreement upon written Notice to the other Party:

(a) if the other Party materially breaches any material provision of this Agreement or any Accepted Insertion Order (other than its obligation to pay any amount when due) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within 30 days after its receipt of written Notice of such breach;

(b) if the other Party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

9.3 Publisher’s Right to Terminate. Publisher may terminate this Agreement upon 30 days prior written Notice to Advertiser.

9.4 Effect of Termination.

(a) Expiration or termination of this Agreement will not affect any rights or obligations that:

(i) are to survive the expiration or earlier termination of this Agreement; and
(ii) were incurred by the Parties prior to such expiration or earlier termination.

(b) Notice of termination under this Agreement shall operate as an automatic cancellation of any Advertisements that are scheduled to be published subsequent to the date of the termination Notice, subject to any unavoidable restrictions imposed by Publisher’s production schedule. If Publisher’s production schedule prevents automatic cancellation of any Advertisements, the effective date of termination of this Agreement shall be the date immediately following publication of the final Advertisement unable to be automatically cancelled.

(c) Subject to Section 7, the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies, or defenses under this Agreement, at law, in equity, or otherwise.

10. Miscellaneous.

10.1 Further Assurances. Upon a Party’s reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

10.2 Entire Agreement. This Agreement, together with any Accepted Insertion Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.3 Survival. Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement for a period of 12 months after such expiration or termination; and (b) Section 3, Section 7, Section 8, and Section 10 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and such claims survive until finally resolved.

10.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by email.

10.5 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

10.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

10.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.8 Choice of Law. This Agreement, including all Insertion Order documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with, the Laws of the State of Missouri, United States of America, without regard to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Missouri.

10.9 Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Insertion Order Documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than U.S. District Court, Eastern Missouri, or if such court does not have subject matter jurisdiction, the courts of the State of Missouri sitting in Saint Louis County and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in U.S. District Court, Eastern Missouri or, if such court does not have subject matter jurisdiction, the courts of the State of Missouri sitting in Saint Louis County. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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