2019-2020 Beaux Arts Contract
1. Distribution. Two editions of 10,000 copies to be printed twice every year and distributed every 4-6 weeks for contract duration to over 75 locations throughout the city (please refer to "Distribution" on the Media Kit for details, or contact us for a full list). Epic Development t/d/b/a Beaux Arts, The City Beautiful (“Epic”) reserves the right to substitute distribution points to better serve its clients, providing the original number of locales remains. Each establishment will receive a select amount of Beaux Arts copies each month. Such information will also be published in the Beaux Arts website. Establishments are required to keep Beaux Arts guides accessible to the public and requested to be separated from other promotional material.
2. Client Advertisement. Epic may act on any written or verbal instructions of the client or its agents as to any advertisement purchased hereby. Epic reserves the right to reject, modify, or cancel any advertisement for any reason or no reason at any time, in its sole discretion. Epic assumes no liability, and client hereby agrees to waive any remedies it may have against Epic, its members, officers, employees, agents or subcontractors (collectively “Epic Parties”) for errors in the advertisement, including, but not limited to, withholding future payments due to Epic, if (i) information is provided outside of Epic’s specifications, (ii) errors were contained in client’s original submission to Epic or (iii) if the advertisement was provided to Epic after the deadline.
All advertisements must be submitted according to Epic written or verbal specifications, including, but not limited to, the following:
(a) All Photographs or advertisements must be submitted to Epic via email at firstname.lastname@example.org in (minimum 300 dpi | .jpg format). Client must be authorized to use any images or other intellectual property submitted for use in the advertisement or own the rights thereto. Photos and advertisements are expected to be professional quality. Clients who submit unprofessional images may be required to pay a $100 surcharge for an Epic photographer visit.
PANEL ADS ARE FULL BLEED
Minimum 300 dpi | .jpg format
(b) Proofs of all photos and advertisements will be sent to client via email. All corrections or comments by client must be received within 48 hours of transmission. If Epic does not receive any corrections or comments after 48 hours of transmission of proof to client, then client shall be deemed to have accepted such proof.
3. Payment: Payment shall be made in accordance with the schedule referenced above, either in the form of a check made payable to "Epic Development LLC" or by Credit Card. Late payments shall be subject to 10% late fee. Epic reserves the right to charge the credit card on file if a payment is more than 45 days past due. Client shall indemnify Epic for all expenses of collection of amounts due from client, including, but not limited, to reasonable attorneys’ fees. Epic may pursue any remedies available to it by the terms hereof, or by law, statute, at equity or otherwise and such remedies shall be cumulative and concurrent.
4. Representation & Warranty: The client hereby represents and warrants that it, owns the rights to, or has the authority to publish any images or other intellectual property contained in his/her/its advertisement.
5. Indemnification. Client shall indemnify, defend and hold Epic Parties harmless from any breach of the terms and conditions hereof and any and all actions, causes of action, liabilities, losses, costs, damages and expenses including, but not limited to fees of counsel or other professional fees arising out of or in connection with said breach.
6. Limitation of Damages. The total liability of Epic Parties for all claims, actions, and causes of action, under any form or theory of action whatsoever, whether in contract, warranty, tort, negligence, strict liability, equity, indemnity or otherwise in any way touching, concerning, relating to, arising out of, connected with, or resulting directly or indirectly from this agreement, shall not exceed the aggregate fees actually paid by the client to Epic.
7. Exclusion of Damages. Notwithstanding any other provision, in no event shall Epic Parties be responsible for special, indirect, incidental or consequential damages, however caused under any form or theory of action whatsoever, whether in contract, warranty, tort, negligence, strict liability, equity, indemnity or otherwise.
(a) Theses terms and conditions shall be governed by, interpreted, construed and enforced in all respects in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.
(b) This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, proposals, estimates, discussions and communications, whether oral or in writing with respect to such subject matter.
(c) A failure by either party to assert its rights for or upon any breach of this agreement shall not be deemed a waiver of such rights, nor shall any such waiver be implied. No waiver in writing by one of the parties hereto, with respect to any right, shall extend to or affect any subsequent breach, either of like or different kind, or impair any right consequent thereon.
(d) Notwithstanding any other provision in this agreement to the contrary, neither party will have any liability to the other with respect to its delay to perform its obligations under this agreement (other than the failure to pay any amounts when due hereunder) if such delay is due to any of the following events (each a "Force Majeure" event): (i) acts of God, unforeseeable circumstances, acts (including a delay or failure to act) of any governmental authority (de jure or de facto), war (declared or undeclared), riot, revolution, fires, floods, strikes, labor disputes, sabotage, or epidemics; (ii) inability due to causes beyond either party's reasonable control and either party's reasonable efforts to timely obtain instructions or information from the other party, to or obtain necessary and proper labor, materials, components, facilities, or transportation; or (iv) any other cause beyond the applicable party's reasonable control. In any such case, the parties' time for performance under this Agreement, to the extent affected by any of the foregoing, will be correspondingly extended.
MAILING ADDRESS: Epic Development LLC, 1536 Colwell St #6, Pittsburgh, PA 15219
If you have any questions or problems, please contact us at email@example.com.
For immediate assistance, please call 304.685.8100.
By submitting form, you agree to Epic's terms and conditions. You will receive a copy of this contract via email after it is submitted. If you do not receive your copy, please contact us.