This Estimate (“Agreement”) is for the use of and review by Dealer and its agents and may not be distributed or shared otherwise. Dealer’s signature below hereby forms a binding contract with Loop, LLC (“Service Provider”) for the products and pricing represented in this Agreement, including, which the parties agree to be bound by, the Terms and Conditions as outlined herein, as may be amended from time to time by future Estimates.
Terms and Conditions
- Payment Terms and Schedule. Dealer acknowledges that Dealer’s payment for mail in this Agreement is due prior to actual mail drop, unless Dealer obtains prior written consent from Service Provider. This Agreement provides anticipated mail drop schedule, with date of mailing dependent on Service Provider’s receipt of Dealer’s payment, Dealer’s final approval of mailer layout proof, and co-op approval, if applicable.
- Dealer Representations and Warranties. Dealer represents, warrants and covenants to Service Provider that in connection with this Agreement: (i) it will review all mail content produced pursuant to this Agreement, and approve final proof’s prior to mailings; (ii) the execution of this Agreement, and all review and approval of mail content, is done so by an individual whose signature of approval is set forth with full power and authority and has been duly authorized by all necessary corporate action on the part of Dealer; (iii) its mail content will at all times comply with all applicable federal, state, and local laws, rules and regulations, including without limitation, those laws governing terms related to warranties, credit, payment, financing, taxes, promotions, contests and sweepstakes; and (iv) its mail content will not infringe on third party trademarks or copyrights.
- Indemnification. Dealer shall defend, and indemnify Service Provider, and its licensors, affiliates, suppliers, parent, subsidiaries, employees, agents and independent contractors, from and against any and all claims, losses, damages, liabilities, counterclaims, costs or expenses (including reasonable attorneys’ fees), whether asserted judicially or administratively, arising out of or related to: (i) breach by Dealer or any of its users of any terms of this Agreement, or applicable law, including Dealer’s representations and warranties herein, or; (ii) negligence by Dealer or any of its users related to the performance of obligations under this Agreement.
- DISCLAIMER OF WARRANTIES. DEALER SHALL APPROVE FINAL PROOF’S PRIOR TO MAILINGS. SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN, OR RESULTS OBTAINED FROM, THE MAIL PRODUCTS. ALL MAIL SERVICES AND RESULTS OBTAINED THEREFROM ARE PROVIDED “AS IS” TO DEALER WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. ALL WARRANTIES AND CONDITIONS IMPLIED BY LEGISLATION ARE HEREBY DISCLAIMED BY SERVICE PROVIDER. REGARDLESS OF ESTIMATED MAILING DATES OR SELECTED MAIL PRODUCTS IN THE AGREEMENT, SERVICE PROVIDER DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE MAIL PRODUCTS WILL BE SENT ON A SPECIFIC DATE OR THAT THE MAIL PRODUCTS WILL MEET DEALER’S REQUIREMENTS.
- LIMITATION OF LIABILITY. SERVICE PROVIDER WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO DEALER AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOST PROFITS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SERVICE PROVIDER’S AGGREGATE LIABILITY FOR DAMAGES IN ANY AND ALL ACTIONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES AND CHARGES DUE TO SERVICE PROVIDER FOR ONE MONTH OF MAIL SERVICES IN THIS AGREEMENT.
- LEGAL COMPLIANCE. IN NO WAY DOES ANY CONTENT PROVIDED BY SERVICE PROVIDER, ITS LICENSORS, AFFILIATES OR SUPPLIERS, (SUCH CONTENT INCLUDING, WITHOUT LIMITATION, ADVERTISING, MARKETING MATERIALS, OR DISCLAIMERS) CONSTITUTE LEGAL ADVICE. NEITHER SERVICE PROVIDER NOR ITS LICENSORS, AFFILIATES OR SUPPLIERS ARE ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL OR COMPLIANCE SERVICES.
- Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of this Agreement, including but not limited to, contract, equity, tort, fraud, and statutory claims, shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the City of Tampa and County of Hillsborough, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
- Force Majeure. Service Provider shall not be liable or responsible to Dealer, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Service Provider’s reasonable control, including, without limitation: acts of God; explosion, flood, fire, or hurricane; any form of civil unrest; labor strike; government action, order or law; national or regional emergency; non-availability of adequate power; loss and destruction of property; server failures; software glitches; failure of internet service providers; and failure of telecommunications providers.