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BioAxxis Development Corporation Online Advertising Contract Terms & Conditions This Contract between Advertiser and BioAxxis Development Corporation (hereafter referred to as “BioAxxis”) represents the full and only terms and conditions of sale and is made and executed upon the day payment has been processed by BioAxxis. ONLINE LOCATION. These terms & conditions specifically refer to online advertising on the BioAxxis internet website – www.Locksmith-Locator.com. ACCEPTANCE OF TERMS. By either signing the Advertiser Order Form or by checking “I Agree to Terms & Conditions” at checkout when purchasing online, Advertiser agrees that they have read and accept all terms and conditions contained herein. ACCEPTANCE OF ADVERTISEMENT. BioAxxis may, at its sole discretion, reject any advertisements for any reason at any time. BioAxxis may also, at its sole discretion, control content through editing or deletion of content or material that is deemed by BioAxxis to be not acceptable in the public domain. ADVERTISER AUTHORITY. Advertiser hereby affirms and avows that they are an authorized signer on behalf of their company and that any statements, claims or submissions made are true. Advertiser further affirms that their acceptance of this agreement constitutes a legal and binding agreement upon their company. POSITIONING. BioAxxis makes no guarantee as to exact advertiser positioning in the Locksmith-Locator.com advertising site. BioAxxis intends to list all advertisers by US state and then alphabetically list by city in that US state but refers the right to modify that intention at any time for any reason. PAYMENT. The Advertiser will make payment only by credit card. BioAxxis accepts payment from Mastercard, VISA, American Express or Discover. No payment terms will be extended for advertising services. TERM. The term of this Agreement shall begin upon the date of Advertiser purchase acceptance by BioAxxis and shall expires either one year, two years, or three years thereafter depending upon the selection made by Advertiser at time of purchase. At BioAxxis’ sole discretion, term may be from time to time extended under special circumstances and only as approved by BioAxxis. RENEWAL. Advertiser’s ad will not automatically renew upon expiration. Advertiser agrees that it is their primary responsibility to contact BioAxxis at 1-877-BIOAXXIS within 30 days of ad expiration with their intention to renew. BioAxxis will make reasonable efforts to contact Advertiser prior to expiration, but is not liable if ads expire and are automatically removed from the Internet. CANCELLATION. Advertiser has 30 days to cancel their advertisement after payment acceptance by BioAxxis. Upon acceptance of cancellation, customer will be issued a credit from BioAxxis for their full advertising payment. After 30 days, no cancellations will be accepted. INDEMNIFICATION. Advertiser agrees to defend, hold harmless, and will indemnify BioAxxis from all damages, costs, and expenses, of any nature whatsoever, including but not limited to reasonable attorney’s fees, for which BioAxxis may become liable by reason of its publication of the Advertiser’s online advertising. INTELLECTUAL PROPERTY. Advertiser herein grants BioAxxis full rights to display any trademarked or copyrighted material submitted by the Advertiser to BioAxxis. BioAxxis affirms that it will not copy, sell or use in any manner the copyrighted or trademarked material of Advertiser and that such submission will only be used in the ad on Locksmith-Locator.com and for no other purpose. TAXES. All NY State advertisers will be subject to an 8% sales tax for their ads. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM LIABILITY OF BIOAXXIS TO ADVERTISER OR ANY PERSON WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE SERVICES PROVIDED HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM, PROVIDED THAT BIOAXXIS’S LIABILITY HEREUNDER FOR ALL CLAIMS IN THE AGGREGATE SHALL IN NO EVENT BE GREATER THAN THE TOTAL AMOUNTS PAID TO IT HEREUNDER.IN NO EVENT SHALL BIOAXXIS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL or CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, BUSINESS or PROFITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (WHETHER OR NOT IT KNOWS OR HAS REASON TO KNOW OF SUCH DAMAGES). FORCE MAJEURE. Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement (other than an obligation to make payments in accordance with this Agreement) where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes and other labor disputes, embargoes, export control laws, delays in transportation and inability to obtain labor, supplies or manufacturing facilities. GOVERNING LAW; VENUE. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws. Jurisdiction: Advertiser hereby submits itself to the jurisdiction of the State of New York and agrees that all actions or suits brought for claims arising under or related to this Agreement or the subject matter hereof shall be brought exclusively in the courts located in the State of New York. SEVERABILITY. If any provision of this Agreement shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof which shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of this Agreement. WAIVER. Any failure at any time by either party hereto to exercise any right or remedy granted hereunder shall not be deemed a waiver by such party of its rights thereafter to exercise such right or remedy. NON-ASSIGNMENT. Advertiser shall not assign any of its rights or obligations or duties under this Agreement to any third party without the prior written consent of BioAxxis. ENTIRE AGREEMENT. This Agreement contains the entire and only understanding between the parties and supersedes all prior agreements either written or oral relating to the subject matter hereof. No modifications of this Agreement will be binding upon a party unless made in writing and signed by persons authorized to sign agreements on behalf of the parties hereto. Both parties contributed equally to the drafting of this Agreement and shall not be more strictly construed against either party. |