OBJECTIONABLE CONTENT
RSVP® reserves the right to refuse to publish any artwork or advertising copy you give to us and to cancel any contract if in the sole opinion of RSVP® the ad copy is considered objectionable. RSVP® will send a notice of cancellation within 14 days of receipt of objectionable material. Such notice of cancellation will include a letter of explanation and a full refund for all monies received for the unpublished insertion including any objectionable artwork or advertising copy. Upon paying the refund, neither RSVP® nor the customer will have any obligation or liability to the other whatsoever.
INDEMNIFICATION
You assume full and complete responsibility for the content of the RSVP® Direct Mail Postcard(s) we, our franchisor or other RSVP® franchisees publish for you. You warrant you are authorized and entitled to advertise the business, service, product, trademark or trade name described in the copy furnished, and further warrants any copy material or display advertising furnished to RSVP is your property and the copyright or the privilege to copyright has not been granted to any other person or company. You agree to hold harmless and indemnify RSVP, our franchisor, other RSVP franchisees, our officers, directors, attorneys, and agents from and against any and all claims demands, suits, damages, causes of action or liabilities which result from the publication or submission of your advertising copy, and will pay all costs incurred, judgments, claims, settlements, arbitration and other reasonable expenses incurred in the defense hereof, including but not limited to, attorney's fees and court costs.
ONLINE POSTING
You hereby grant to us a non-exclusive license to use, reproduce, and distribute the artwork or advertising copy on your behalf as well as for ourselves with a right to grant sub-licenses to others to publish, reproduce, modify, distribute, and use such artwork or advertising copy, such license and sub-licenses including, without limitation, the right to use, reproduce, and distribute the artwork and advertising copy on or in connection with websites operated by us, other RSVP® franchisees, or our franchisor. You agree to accept from your customers copies of the RSVP® Direct Mail Postcard(s) we publish under this agreement, and to honor offers and discounts associated with such postcards, that have been downloaded or printed from websites operated by us, other RSVP® franchisees or our franchisor.
EXCLUSIVITY
If you’ve paid for exclusivity, you and we agree that the type of business covered in the Category Exclusivity must be as specific and as narrowly defined as possible. If you do not choose to pay for exclusivity, we may terminate this agreement on a Deck by Deck basis and refund monies for unpublished RSVP® Direct Mail Postcard(s) if we, subsequent to the date of this agreement, but prior to publication, sell exclusivity to a business of the same type as your business. Cards that are inserted by RSVP® Team Nationals are not subject to Category Exclusivity limitations.
ARTWORK
Since RSVP® is a Cooperative Mailing, your timely cooperation in reviewing and approving artwork is essential in order for us to keep our commitments to you and meet our deadlines. We will provide an Art Approval Form containing a facsimile of your postcard(s) prior to printing and mailing the first Deck covered under this agreement. You have the right to request changes to your postcard(s) in any Deck in which your postcard is printed. It is your obligation to request desired changes and approve them in writing. If you do not request any changes at least three weeks prior to the published mail date, RSVP® has the right to assume that there are no changes and print your postcard(s) as last submitted to you. We own the copyright to all artwork, ad copy and ad concept we develop and produce for the RSVP® Direct Mail Postcard(s) we publish under this agreement.
TIMING
If we fail to make an insertion deadline for your RSVP® Direct Mail Postcard(s) in any of the Decks this agreement covers, we will not be in breach, but we will then be obligated only to publish your RSVP® Direct Mail Postcard(s) in a subsequent Deck. RSVP makes no warranty, promise or guarantee regarding the performance of the United States Post Office as it relates to delivery, in-home dates or length of time for distribution of the mailings.
PERFORMANCE AND DEFAULT
You authorize us to begin production of the advertising to fulfill this agreement. You understand that our expenses in production may exceed any deposits you’ve paid. All deposits, therefore, are not refundable. You acknowledge that you had the right to negotiate the terms and conditions herein. RSVP will not be in breach of this Agreement if it fails to make an insertion deadline for your RSVP Direct Mail postcard(s) in any of the Decks set forth in this Agreement. RSVP will be obligated only to publish your RSVP Direct Mail Postcard(s) in a subsequent Deck. Our price concessions, set forth on the first page of this Agreement, are contingent on you paying us when payment is due. If you don’t pay us, as this agreement requires, then you must immediately pay us the Full Price, which is the Total plus the addition of any concessions we’ve given to you as set forth on the first page of this Agreement. We may charge interest on the Full Price you would owe at the highest rate the law allows from the date due until the date paid. Any price concessions we’ve given to you for multiple publications of your RSVP® Direct Mail Postcard(s) in multiple RSVP® Direct Mail Postcard-Decks or volume discounts we’ve given to you are null and void if you don’t fulfill the terms of this Agreement. In the event of a dispute between the parties of this Agreement, the parties agree that the prevailing party shall be entitled to all reasonable attorney fees and costs. In no event will RSVP, our franchisor or other RSVP franchisees be liable to you or a third party for indirect, special, punitive, or consequential damages (including but not limited to, damages for loss of business profits, business interruptions, loss of programs or information and the like), even if the liable party knows of the possibility of such damages and regardless of the form of action, whether in contract, tort or otherwise. RSVP, our franchisor, or their RSVP franchisees' aggregate liability will not exceed the total fees paid under the terms of the Agreement. In the event of any dispute, RSVP shall have the right to refund the total amount paid to RSVP, which will fulfill any obligation we have to you under this Agreement, in law or equity. If we cancel this Agreement for any reason, neither party will then have any further obligation under this contract to the other.
ENTIRE AGREEMENT
This agreement is integrated and supersedes any and all other contracts or understandings, either oral or written, between the parties in connection with the subject matter of this Contact. Neither party shall be bound by any statements or representations made by either party, their agents or sales representative not embodied in the Agreement. No provisions herein contained shall be waived, modified, or altered, except by an instrument in writing, duly executed by the parties hereto. We are not required to complete our part of this agreement if you don’t fulfill your part of this agreement. This is your agreement with us in its entirety. Any changes, to be valid, must be in writing signed by you and by us.
PERSONAL GUARANTEE AND AUTHORIZATION
If you are a corporation, then this Agreement is deemed executed by the authority of its Board of Directors. Any person signing this Agreement on behalf of an Advertiser, whether or not a corporation, agrees that they are individually, personally and irrevocably guaranteeing the payment of all indebtedness, damages, costs and attorney's fees owed or which may become due by the Advertiser if the Advertiser fails to make any payment due hereunder. We may proceed against the person signing this Agreement and the Advertiser, who are jointly and severally liable for all sums due and owing the company.
JURISDICTION AND VENUE
This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois. If any term of this Agreement is determined to be unenforceable, all other parts of the Agreement shall remain in full force and effect. If this Contract is accepted at the RSVP office location, the parties hereto agree that the resulting Agreement has been entered into and is to be performed exclusively in the County where the RSVP office is located (Cook County, Illinois) and venue is with said Cook County.
