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Services to be Provided. Influence Direct will provide printing and mailing services for one or more direct mail pieces submitted by Client to Influence Direct during the term of this Agreement. The scope of the printing and mailing services (e.g., quantity, mail locations, etc.) for each direct mail piece (hereinafter referred to as a “Project”) shall be as specified in a corresponding Invoice sent by Influence Direct to Client for that Project.
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Payment Terms. Influence Direct will send an Invoice to Client for each Project. Client shall submit payment for each Project as specified in the Invoice. Payment must be received before printing services and mailing services are commenced.
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Project Acceptance. A Project shall not be deemed accepted by Influence Direct until (a) payment is received by Influence Direct in accordance with the Invoice issued to Client for the Project and (b) Influence Direct receives a mail proof Approval form for that Project, signed by Client.
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Client Obligations. Unless otherwise specified in writing by Client and Influence Direct, Client shall have the following obligations for each Project:
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Client shall timely supply all direct mail content, mailing lists and other data required for the Project. All such information for a Project shall be supplied by Client to Influence Direct in writing, sent by e-mail. Client may request changes in the quantities, mail date(s), and mailing criteria prior to the date Client approves the direct mail content final proof but that all such change requests must be submitted in writing by the Client and accepted by Influence Direct before such changes become a part of this Agreement.
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Client shall promptly review, correct and approve all direct mail piece proofs sent by Influence Direct for the Project, including text, color, crop marks, variable data and image fields, postage type/indicia, and overall appearance.
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Client shall pay Influence Direct in accordance with the Payment Terms for the Project. If Client cancels a Project prior to the final mail date, Client shall pay to Influence Direct all material and labor costs incurred by Influence Direct on behalf of Client for the Project.
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Client Representations and Warranties. For each Project, Client makes the following representations and warranties:
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Client has the right to enter into this Agreement.
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Client has the right to use (and to authorize Influence Direct to use) all mailing lists, direct mail artwork, and other text/graphic content provided by Client to Influence Direct and that the use, publication or distribution of content provided by Client will not infringe any copyright, privacy right, or other right owned by any third-party.
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The publication or distribution of the direct mail piece and content approved by Client to any one or more mail recipients will not violate any applicable local, state, or federal law or regulation.
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Influence Direct Obligations and Limitation of Liability. Subject to the terms and conditions of this Agreement, Influence Direct will provide the specified Services for a Client Project in a professional manner. Influence Direct makes no representations or warranties as to the quantity, quality or type of responses received from any direct mail campaign and assumes no liability to Client for the results or success of any Project. Influence Direct makes no representations or guarantees as to (i) any specific drop dates for a Client’s mail campaign, (ii) when or if any inbound calls commence as the result of a mail campaign, or (iii) the mail delivery periods provided by the U.S. Postal Service. Influence Direct assumes no responsibility for content, files and/or artwork designed by Client or by Influence Direct, after the finished design and/or other content is approved by Client. Client shall be solely responsible for errors including, but not limited to, text, color, crop marks and overall appearance, contained in content supplied by Client and in content proofs approved by Client. In no event shall Influence Direct be liable for any loss of profits, sales, business, data or other indirect, incidental, consequential, special, punitive or similar damages irrespective of whether Influence Direct has been informed of, knew of, or should have known of the likelihood of such damages. Under no circumstances shall any liability by Influence Direct to Client arising from or related to this Agreement exceed the amounts paid to Influence Direct by Client.
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Indemnification. Client shall indemnify and hold Influence Direct, and its representatives, agents and employees, harmless for any suits, actions, claims, losses, liabilities, costs and damages, including reasonable attorneys’ fees, that Influence Direct may incur as the result of any breach by Client of any obligation, representation, warranty or other term of this Agreement, including, without limitation, actions brought against Influence Direct by any regulatory agency or by any recipient of any mailing approved by Client.
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Entire Agreement; Amendments; Counterparts. This Agreement and any Invoice, Payment or Approval form referencing a Project, constitutes the entire agreement between Influence Direct and Client with respect to a Project. This Agreement may not be modified except by a written agreement dated subsequent to the Effective Date and signed on behalf of the party to be charged with the Amendment. This Agreement can be signed by fax or email and in counterparts.
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Governing Law and Disputes. The validity, performance, construction and interpretation of this Agreement shall be governed by the laws of the State of Tennessee without regard to its conflict of law provisions. Any dispute arising under, in connection with, or incident to this Agreement or concerning its interpretation will be resolved exclusively in the United States District Court for the Middle District of Tennessee, provided that such court has appropriate subject matter jurisdiction, or if not, then in the Chancery Court for Rutherford County, Tennessee, provided the court has appropriate subject matter jurisdiction. Each Party waives any venue objection as to said venue and submits to the personal jurisdiction of said court but only for purposes of resolving any dispute under this Agreement.
