Customer Terms of Service

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 a StatePoint Media Customer Order Form), and shall together constitute the agreement between the Customer and StatePoint Media in relation to such services (this "Agreement").

1. All Customer orders for the development of a Feature Story, Ask The Expert story, StatePoint Sudoku or StatePoint Crossword (“Product”) must be accompanied by a Customer Order Form, which must be signed by the Customer. StatePoint Media will not be bound by additional terms, conditions or instructions imposed on such orders submitted by or on behalf of the Customer.

2. The Customer shall supply all requested information on each Customer-commissioned StatePoint Media Product within the Customer Interview Form(s) provided by StatePoint Media online or via email, fax or mail, prior to the commencement of Product development and distribution.

3. The first draft of each Customer-commissioned StatePoint Media Product will be sent to the Customer for approval. The Customer shall review and return any requested changes to StatePoint Media within seven business days. Unless otherwise notified by the Customer within this seven-day period, StatePoint Media shall proceed with preparing the story in accordance with this first draft and will layout accordingly.

4. Product materials, 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 Customer Order Form. Photographic materials that require extra processing may be subject to rejection.

5. StatePoint Media shall:

5.1 have the right to decide on the final draft in relation to the Product content, wording, photographs, and story layout.

5.2 reserve the right to set and/or alter the date of Product distribution without previous notice.

5.3 reserve the right to revise these terms and conditions during the term of the contract.

5.4 reserve the right to refuse to develop and distribute any StatePoint Media Product on behalf of any customer for any reason.

6. 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 that such Product content does not contain any libelous or slanderous materials, does not invade anyone's privacy, nor contain any indecency or obscenity. The Customer declares that nothing in this content infringes the rights of any person or entity, or is in breach of the provisions of any statutes and its acceptance; use or publication will not give rise to any claims against or liabilities for publisher.

7. 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.

8. 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.

9. In the event of Product cancellation by the Customer, after the article has been developed and written, the Customer shall be bound to pay a $100 cancellation fee if the cancellation is made prior to newspaper distribution; or the full Purchase Price if the story already has been distributed to StatePoint Media’s newspaper users.

10. Once accepted by StatePoint Media, the Customer Order Form is an agreement for services and payment is binding and due. The balance will be paid 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 attorney 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.

11. 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.

12. 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.

13. StatePoint Media's newspaper users 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 newspaper.

14. 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 newspaper and media users, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

15. The Customer, by submitting or authorizing submission of material for Product development, absolutely 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 shall also 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.

16. 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 Customer Order Form.

17. If any provision of this Agreement is held to be void or unenforceable in whole or in part, 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.

18. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default.

19. 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 Wisconsin.

20. Any modifications to this Agreement must be made in a 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, P.O. Box 45655, Madison, WI, 53744-5655; and (b) in the case of Customer, to the address then on record with StatePoint Media for your account (as per the Customer Order 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.

21. 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.

22. This Agreement and the related Customer Order 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.