This Advertising Agreement (“Agreement”) by and between Daily Journal of Commerce, Inc. (“DJC”) and the person or entity wishing to place advertising in the Seattle Daily Journal of Commerce (“Customer”) establishes the terms and conditions under which DJC will accept and publish Customer’s proposed advertisement (“ad”).
1. Representation; indemnity. (a) If Customer is a corporation or other entity, the individual entering into this Agreement on behalf of Customer represents and warrants that he or she has authority to do so. (b) Customer agrees to indemnify and hold DJC harmless from all claims and associated costs, expenses (including reasonable attorneys’ fees), liabilities, damages, and judgments arising from publication of the ad.
2. Screening. DJC may decline to accept advertising that it deems inappropriate or unacceptable. Placement of advertising is at DJC’s sole discretion.
3. Force majeure. DJC will not be responsible for reduced distribution of an ad due to acts of God, labor disputes, transportation lapses, or any other cause beyond DJC’s reasonable control.
4. Non-publication; errors in publication. DJC will not be liable for failing to publish an ad, regardless of cause. If DJC makes a mistake in the timing or content of a published ad, DJC’s liability will be limited to running a make-good ad or refunding the amount tendered by Customer. Receipt of a make-good ad or a refund will be Customer’s sole remedy.
5. Limitation of liability. IN NO EVENT SHALL DJC'S LIABILITY WITH RESPECT TO ANY AD OR DJC’S SERVICES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THAT AD OR THOSE SERVICES.
6. No liability for consequential damages. IN NO EVENT SHALL DJC BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED IN ANY WAY TO DJC’S SERVICES OR THE AD, EVEN IF DJC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Entire Agreement. This Agreement is the sole agreement between the parties with respect to its subject matter. It supersedes all prior understandings, writings, proposals, representations or communications, whether written or oral, by either party.
8. Governing law. This Agreement is governed in all respects by Washington law.