This Advertising Agreement ("Agreement") is made and entered into by and between Paws of Hope Veterinary Services ("Paws of Hope") and the advertiser ("Advertiser") as identified in the accompanying Advertising Order ("Order"). This Agreement sets forth the terms and conditions under which Paws of Hope will provide advertising services to the Advertiser.
1. Advertising Services
Paws of Hope agrees to provide advertising services to the Advertiser as specified in the Order. These services may include, but are not limited to, the placement of advertisements on the Paws of Hope website, social media platforms, newsletters, and other promotional materials. The specific details of the advertising campaign, including the type of advertisements, placement, duration, and frequency, will be outlined in the Order.
2. Advertiser's Obligations
The Advertiser agrees to provide Paws of Hope with all necessary materials, including artwork, copy, and any other content required for the advertisements, in a timely manner. The Advertiser warrants that all materials provided are original, do not infringe upon the rights of any third party, and comply with all applicable laws and regulations. The Advertiser is solely responsible for obtaining any necessary permissions, licenses, or releases for the use of any content in the advertisements.
3. Approval and Modifications
Paws of Hope reserves the right to review and approve all advertisements before publication. Paws of Hope may, at its sole discretion, refuse to publish any advertisement that it deems inappropriate, offensive, or in violation of this Agreement or any applicable laws. The Advertiser agrees to make any modifications requested by Paws of Hope to ensure compliance with this Agreement and all relevant laws and regulations.
4. Payment Terms
The Advertiser agrees to pay Paws of Hope the fees specified in the Order for the advertising services provided. Payment is due within 30 days of the invoice date, unless otherwise agreed upon in writing. Late payments may be subject to a late fee of 1.5% per month or the maximum allowed by law. All payments are non-refundable, unless otherwise agreed upon in writing.
5. Term and Termination
This Agreement shall commence on the date specified in the Order and shall continue until the completion of the advertising campaign, unless earlier terminated as provided herein. Either party may terminate this Agreement upon providing 30 days' written notice to the other party. In the event of termination, the Advertiser shall pay Paws of Hope for all services rendered up to the date of termination.
6. Intellectual Property
The Advertiser retains all rights, title, and interest in and to the advertisements and any materials provided to Paws of Hope. Paws of Hope retains all rights, title, and interest in and to its website, social media platforms, newsletters, and other promotional materials. Neither party shall use the other party's intellectual property without the other party's prior written consent.
7. Confidentiality
Both parties agree to keep confidential all non-public, sensitive information disclosed by the other party ("Confidential Information"). Confidential Information shall include, but is not limited to, trade secrets, proprietary information, and any other information that is clearly identified as confidential at the time of disclosure. Neither party shall disclose the other party's Confidential Information to any third party without the other party's prior written consent.
8. Limitation of Liability
Paws of Hope shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, the advertising services provided, or the publication of the advertisements. The Advertiser's sole remedy for any breach of this Agreement by Paws of Hope shall be the refund of any fees paid for the advertising services not yet rendered.
9. Indemnification
The Advertiser agrees to indemnify and hold harmless Paws of Hope, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the advertisements, the Advertiser's breach of this Agreement, or the Advertiser's violation of any applicable laws or regulations.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Russian Federation. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Russian Federation.
11. Entire Agreement
This Agreement, together with the Order, constitutes the entire agreement between the parties and supersedes all prior understandings and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.
12. Amendments
This Agreement may not be amended except in writing signed by both parties.
13. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agreement as of the date first above written.