The Customer or the authorized person thereof (“Customer”) conditions use of the StatePoint Media Service upon the acceptance of the Terms of Service as set forth below. Unless StatePoint Media, Inc., a Delaware Corporation (“StatePoint Media”), expressly agrees otherwise in writing, these Terms of Service shall be read in conjunction with any order placed with StatePoint Media for the provision of services to the Customer (as per the StatePoint Media Order Submission Form), and shall together constitute the agreement between the Customer and StatePoint Media in relation to such services (this “Agreement”).
- All Customer orders for the any product or service StatePoint Media offers (a “Product” or a “StatePoint Media Product”) must be accompanied by an Order Submission Form, which must be signed by the Customer. StatePoint Media is not bound by additional terms, conditions or instructions imposed on such orders or contained in any other forms or documents submitted
by or on behalf of the Customer.
- Product materials provided by the Customer, including photographs, must conform to the production and quality specifications and any other requirements stipulated or referred to by StatePoint Media’s Web Site(s) and Order Submission Form. Photographic materials that require extra processing may be rejected.
- StatePoint Media reserves the right to reject any order for any reason.
- The Customer warrants: that the content submitted for StatePoint Media Product development and distribution is truthful and accurate at time of submission to StatePoint Media; does not contravene the laws of the United States; and does not infringe the copyright or other intellectual property right of any third person, business or corporation. The Customer further warrants and represents that any Customer-provided content: does not contain any libelous or slanderous materials; does not invade anyone’s privacy; does not contain any indecent or obscene content; does not infringe on the rights of any person or entity; does not breach any provisions of any statutes; and that its acceptance, use or publication will not give
rise to any claims against or liabilities against StatePoint Media.
- The Customer warrants that it has the unrestricted right to use all trademarks, service marks, logos, graphics portraits, photographs, pictures, artwork or the like submitted for StatePoint Media Product development and distribution/publication in all print and electronic media in the United States.
- No Product will be distributed by StatePoint Media without StatePoint Media securing final approval in writing from Customer.
- StatePoint Media shall retain the copyrights and all other intellectual property rights of all StatePoint Media Products, with the exception of promotional rights granted to the Customer for story display onsite at the Customer’s place(s) of business and in Customer’s related promotional materials. “StatePoint Media” is a registered service mark, and the StatePoint Media “Bullseye” logo is a service mark, of StatePoint
- If a Customer cancels a Product after the content has been developed by StatePoint Media, the Customer shall pay a $200 cancellation fee if the cancellation is made prior to distribution; or the full purchase price if the Product already has been distributed. If a Customer cancels one or more Products that were ordered as part of a package where discount pricing was applied, the Customer will pay the full, undiscounted price for any remaining Products within the package.
- Once accepted by StatePoint Media, the Order Submission Form is an agreement for services and payment is binding and due. The balance is due within 30 days of being invoiced by StatePoint Media. Any discounted pricing or bulk pricing is contingent upon full payment being received within 30 days of being invoiced. After 30 days, standard pricing applies plus 2 percent interest per month, plus any associated attorneys’ or collection fees. If payment of all or any of the charges due to StatePoint Media is not received by StatePoint Media on the due date, StatePoint Media may withhold the supply of any and all services to Customer.
- In the event that any international, federal, state or local taxes are imposed on the sale of this Customer-commissioned Product or advertising space, such taxes shall be assumed and paid by the Customer.
- StatePoint Media takes all precautions to ensure accuracy of its Products. StatePoint Media does not, however, warrant that its distributed Products will be free from error. StatePoint Media will not be held liable for any factual or typographical errors contained in StatePoint Media Products and no reduction in rate shall be claimed against StatePoint Media in such event. StatePoint Media does not accept any liability for failures or breakdowns in network connections and/or end-to-end connectivity across the Internet and/or performance problems experienced on Internet networks within or outside StatePoint Media’s control.
- StatePoint Media’s registered print and online outlets, and social media influencers, are free to make stylistic or editorial changes they deem necessary to any StatePoint Media Product they publish. StatePoint Media is not responsible or liable for any such changes that are subsequently published in any print or online outlet.
- Except for indemnification obligations hereunder, in no event shall either party be liable under this agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party and/or StatePoint Media’s registered users, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. StatePoint Media shall not be held liable for any loss or damage arising as a result of non-publication of customer Product or amendment of Product as aforesaid.
- The Customer, by submitting or authorizing submission of material for Product development, to the fullest extent permitted by law, indemnifies, defends and holds harmless StatePoint Media, its agents, affiliates, subsidiaries, directors, officers, employees and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, media users, consultants and contractors), against all claims, demands, damages, liabilities, losses, costs, expenses, actions and proceedings of whatsoever nature which may be brought, commenced or prosecuted against StatePoint Media by reason directly, consequently or indirectly relating to or arising out of any of the Customer-commissioned StatePoint Media stories, and also against all costs (including legal costs on full indemnity basis) and damage which StatePoint Media may incur arising out of any such claims, actions or proceedings including third-party proceedings.
- StatePoint Media assumes no responsibility for damage to computers or software of the visitor, or any person the visitor subsequently communicates with, from corrupting code or data that is inadvertently passed to the visitor’s computer. Visitor assumes all risk of viruses, worms or other corrupting factors or harm caused by visiting StatePoint’s websites, coverage reports, feeds and third-party links, or by downloading files or content from StatePoint web sites or feeds. Visitor views and interacts
with these services at his or her own risk.
- If any exclusion or limitation of liability contained in this Agreement (apart from this paragraph 16) shall be held by a court of competent jurisdiction to be invalid for any reason, the parties agree that StatePoint Media’s liability will be limited to the amount of the aggregate Charges paid by/due from the Customer in relation to the Product giving rise to the claim. The maximum liability of StatePoint Media shall be limited to the amount of charges of the relevant Customer-commissioned Product, with this amount clearly indicated in the Order Submission Form.
- If any provision of this Agreement is held to be void or unenforceable in whole or in part, it shall be severed and this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the provision in good faith to achieve the same objects.
- The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default.
- This Agreement shall be governed by the laws of Wisconsin, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Madison, Wisconsin.
- StatePoint Media reserves the right to revise these Terms of Service at any time. Any requested Customer modifications to the Order Submission Form and/or these Terms of Service must be made in writing, approved by StatePoint Media and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of StatePoint Media: StatePoint Media, 625 North Segoe Road, Suite 102, Madison, WI 53705; and (b) in the case of Customer, to the address on record with StatePoint Media for your account (as per the Order Submission Form). Notice shall be given via confirmed facsimile, with a copy sent via first class or air mail; or overnight courier and such notice shall be deemed given upon receipt.
- StatePoint Media may assign or transfer this Agreement or all or any of its rights and/or obligations hereunder to any successor company or entity.
- This Agreement and the related Order Submission Form constitutes the entire agreement between the parties with respect to the subject matter hereof and any non-StatePoint Media purchase order, invoice or other document relating to the subject matter hereof and any additional terms contained therein shall be null and void. Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder.