Terms & Conditions
THESE TERMS AND CONDITIONS ARE PART OF AND INCORPORATED INTO THE
AXIA CLIENT AGREEMENT THAT YOU SIGNED
The Definitions adopted in the Axia Client Service Agreement You signed are adopted in
the terms and conditions listed below
II. Dispute Resolution, Damages and Indemnification
A. DISPUTE RESOLUTION PROCESS
In case a dispute arises between You and Us arising out of or related to the Agreement,
the following process must be followed:
1) The party alleging default or breach (the Claiming Party) will send the other party
(the Responding Party) Notice (the Notice of Breach), by certified mail, stating in
specific details what act, conduct or omission constitutes the alleged breach or
2) The Responding Party will have 30 days from the receipt of the Notice of Default to
cure the alleged breach or default. During those 30 days, the Parties will cooperate
and engage in substantive, goodfaith negotiations to resolve their differences.
3) If the differences between the Parties are not resolved within 30 days after the
Responding Party receives the Notice of Default, the Parties will engage in
prelitigation mediation, with the cost of mediation to be shared equally between
them. Mediation must take place within 90 days after the Responding Party
received the Notice of Default.
4) If mediation fails, the Claiming Party may take legal action, including filing a civil
5) Both Parties hereby knowingly, freely and voluntarily waive trial by jury in any action
or proceeding to which they may be a party, arising out of or in any way related to
B. LIABILITIES AND DAMAGES
1) General Limitation. In no event shall We, Our directors, officers, employees, agents,
successors, or affiliates, be liable for any damages whatsoever, including without
limitation, any loss of profits, loss of business, loss of use or data, interruption of
business, or for direct, indirect, special, incidental, or consequential damages of
any kind, above and beyond the amount You actually paid Us in the last year under
2) Additional Limitation. In no event shall We, Our directors, officers, employees,
agents, successors, or affiliates, be liable for any damages whatsoever, including
without limitation, any loss of profits, loss of business, loss of use or data,
interruption of business, or for direct, indirect, special, incidental, or consequential
damages of any kind, in any amount whatsoever, that arises out of (i) your misuse of
copyrighted material; (ii) misrepresentations of material facts on Your part; (iii) Your
providing Us with inaccurate information.
3) Liquidated Damages. You recognize that Our investment in Your projects or
campaigns carry a cost potentially higher than the amount due under the
Agreement, that the Agreement renews each year, and that damages resulting from
a breach of the Agreement by You would be difficult to determine.
Accordingly, You agree that Our damages in case you Breach the Agreement are
equal to a sum equal to:
Twelve monthly payments or four quarterly payments, if the breach occurs 60
days or more before the date for renewal; or
Three monthly payments or one quarterly payment if the breach occurs less than
60 days from the date for renewal.
4) Attorneys’ Fees. In case litigation is necessary, the prevailing party shall be entitled
to recover reasonable attorneys’ fees and costs incurred in litigation and on appeal.
5) Collection Cost. In addition to Your liability for attorneys’ fees provided in Paragraph
4 above, should You default on our agreement due to nonpayment of amount due,
You shall further be liable for and shall pay Us all collection costs and expenses We
incur in collecting or attempting to collects amounts due and unpaid.
C. INDEMNIFY AND HOLD HARMLESS
1) Hold Harmless. You hold Us, Our employees, officers, directors, agents, successors and affiliates harmless from any claim, demand, or cause of action, by whomever brought, whether or not brought in front of a state
or federal court of law or equity, or an administrative tribunal of any federal, state or local body, that arises out of or is in any way related to the Agreement.
2) Indemnify. You shall indemnify Us, Our employees, officers, directors, agents, successors and affiliates for any monetary assessment, arising from any claim,
demand, or cause of action, by whomever brought, and whether or not imposed by a
state or federal court of law or equity, or an administrative tribunal of any federal,
state or local body, that arises out of or is in any way related to the Agreement.
3) Scope of Indemnification. The above indemnification encompasses and includes,
without limitation (i) payment of any penalty, fine, judgment award or decree, (ii)
payment of any court cost or attorneys’ fees to a prevailing party, and (iii) the
payment of Our costs and attorneys’ fees in defending any claim, demand or cause
of action as described above.
III. No Guarantees
1) General limitation. We have listed and hold ourselves to certain objectives in providing the services You have hired us to provide. However, we cannot and do no guarantee any specific result.
2) Media Outlets. We do not own or exercise control over media outlets or other third
parties, whether in television, radio, print, web, or any other medium. Therefore, we
cannot and do not guarantee the performance, conduct, timeliness, content, or
editorial decision of any media outlet.
3) Copyright. We will occasionally provide You with copies of news coverage involving
You. This coverage may be subject to copyrights. We cannot and do not guarantee
that You have the right to reproduce it or use it in any way. It is Your sole
responsibility to obtain the necessary rights from the material’s owner.
IV. Additional terms
1) Singular and plural. Where the context so indicates or requires, each term stated in
the singular includes the plural, and each term stated in the plural includes the
2) No Waiver. The failure of either party to insist on the performance of any of the terms
and conditions of the Agreement, or the waiver of any breach of any of the terms
and conditions of the Agreement, shall not be construed as waiving any other term
or condition at any other time.
3) Captions. The captions of the sections and paragraphs are for convenience only
and are not a part of the Agreement, and do not in any way limit or amplify the terms
and provisions of the Agreement.
4) Severability. If any court should hold or find any of the terms and/or provisions of the
Agreement void or voidable, such a finding in no way shall affect the enforcement or
validity of the remainder of the Agreement or the particular paragraph in which the
provision is located.
5) Interpretation. The Parties acknowledge that they have read the Agreement, and
that they understand its terms and that they agree to be bound by the Agreement.
Each has had the opportunity to consult with an attorney. In the event of an
ambiguity or question of intent or interpretation arises, the Agreement shall be
construed as if drafted jointly by the Parties, and no presumption or burden of proof
shall arise favoring or disfavoring either Party by virtue of the authorship of any of the
provisions of the Agreement.
6) Amendment. The Agreement shall not be amended in any way except by written agreement signed by both Parties.
7) Integration. The Parties represent and warrant that they are not relying on any
promises or representations that do not appear written in this Agreement.
8) Counterparts. The Agreement may be executed in counterpart originals, all of which
shall constitute one and the same agreement.