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Online Advertising Agreement Terms and Conditions

1. Agreement.

These Terms and Conditions together with the accompanying signed Insertion Order constitutes a binding agreement between the advertiser identified on the Insertion Order ("Advertiser") and FlexD Media LLC. The Agreement may not be assigned or transferred by the Advertiser.

2. Advertising.

The Advertiser shall purchase the online advertising package at the rate listed, and for the duration specified, in the accompanying signed Insertion Order ("IO").

3. Positioning.

Except as otherwise expressly provided in the IO, positioning of advertisements is at the sole discretion of the FlexD Media LLC. Advertiser acknowledges that FlexD Media LLC has not made any guarantees with respect to usage, statistics, or levels of impressions for any advertising except where expressly stated in the IO. To the extent FlexD Media LLC provides Advertiser with estimated usage it does so only as a courtesy to Advertiser and shall not be held liable for any claims or liability related to usage.

4. Payment.

Advertiser shall make payment at the time when the advertisement material is approved. FlexD Media LLC reserves the right to request full or partial payment before publishing any advertisement and to cease publishing any advertisement when payment for previous advertising is more than 30 days overdue. In the event any account becomes to us  past due, in addition to such other remedies as it may have, the full amount of the account shall immediately become due and payable by Advertiser without written notice. Advertiser is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorneys fees and costs.

6. Cancellation.

Advertisements scheduled for insertion may be cancelled by the Advertiser through their online user account. When an Advertiser cancels all or part of a multiple IO, the Advertiser is responsible for payment of the rate differential resulting from such cancellation.

7. Rejection of Advertisements.

Notwithstanding anything in this Agreement to the contrary, FlexD Media LLC reserves the right to reject or cancel any advertisement at any time, for any reason (including but not limited to FlexD Media LLC’s belief that the advertisement conflicts with FlexD Media LLC policy or association objectives, competes with FlexD Media LLC products or services, is false or misleading, may degrade the graphic quality of the FlexD Media LLC websites, or may or is believed would subject the FlexD Media LLC to any type of criminal or civil liability).

8. Indemnification.

Advertiser assumes all liability for content of advertising and agrees to defend, hold harmless, and indemnify FlexD Media LLC from all claims, losses, judgments, damages, costs and expenses of any nature whatsoever, including but not limited to reasonable attorney fees, for which the FlexD Media LLC may become liable or have to defend, in or out of court by reason of its publication of the Advertiser's advertisements.

9. Liability Limitation.

Liability for typographical errors, wrong insertions, late publications, and/or nonpublication, or other Association nonperformance is limited to the amount charged to the Advertiser by FlexD Media LLC. In no event shall FlexD Media LLC be liable to Advertiser or to any third party for any indirect, special, or consequential damages, including but not limited to lost profits or unrealized business opportunity arising out of this agreement, attorney fees or the publication of or failure to publish any advertisement.

10. Force Majeure.

Neither party shall be held responsible for delay or failure in performance under this Agreement caused by acts of God, fires, floods, strikes, terrorism, work stoppages, breakdown of equipment, government action, internet or website downtime, or other causes beyond the affected parties' reasonable control.

11. Governing Law.

This Agreement is governed by the laws of the State of Michigan without regard to its conflict of laws rules or principles and any legal proceeding shall be filed in the State of Michigan, County of Isabella.

12. Termination.

FlexD Media LLC shall be entitled to terminate this Agreement with or without cause upon 30 days written notice to Advertiser. In the event of termination under this paragraph, FlexD Media LLC shall refund or credit Advertiser for the unused pro-rata portion of the price of the advertising purchased, and you shall be responsible pro-rata for the used portion. In the event FlexD Media, LLC is required to consult or hire an attorney as a result of a breach or violation of Agreement, you shall be liable for all attorney fees incurred.