Representations & Warranties:  Vendor represents that  (a) it has all necessary rights to grant MARS the right to use the services or materials referenced without infringing and/or breaching any right of any third party including, but not limited to, any intellectual property right, proprietary right, statutory or common law right, or contractual right; (b) its services used in connection with P.O. shall not be false or misleading; (c) it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such party’s knowledge, any objection by any local, state or federal government agency, (d) information Vendor provides to MARS will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene; and (e) all materials and services shall, at all times, be in compliance with all federal, state and local laws, ordinances, rules and regulations.  MARS makes no warranties, express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose.

Indemnification:  Vendor shall indemnify, defend and hold MARS harmless, and its directors, officers, shareholders, employees, and agents, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, actual damage, fines, punitive damages, losses, costs, liabilities, interest, settlements, judgments and attorneys’ fees, directly or indirectly arising out of or resulting from Vendor’s (a) negligent acts or omissions of obligations relating to this P.O. and its performance under the P.O.; (b) the breach of any of the provisions hereof by Vendor; and (c) negligent acts or omissions of any third party employed by Vendor to perform any portion of Vendor’s duties or obligations contained herein.

Termination:  In the event Vendor breaches its obligations set forth in the PO and/or Agreement between the parties, MARS shall have the right to terminate the agreement immediately and pay only for the performance of the obligations set forth in the PO or Agreement up until the date of the breach.

Confidentiality:  Each party shall keep confidential any confidential business information relating to the other party and/or its Vendors thereto including, but not limited to, sales information, marketing information and promotion plans discussed or disclosed in the course of performing this Agreement.  Each party shall promptly, as of the termination of this Agreement, return to the other party any such information that is written or in tangible form (including, without limitation, all copies, summaries and notes of contents thereof).

Payment:  Vendor agrees to receive payment from MARS once MARS receives payment from its Client and/or Program Partner.  Vendor further acknowledges that the terms and conditions contained herein are the only recourse it has, in law or in equity, and hereby waives its rights to proceed under any claim including, but not limited to, a claim for quantum meruit.

Orders: Acceptance of orders is subject to credit approval and contingencies such as fire, water, strikes, theft, vandalism, acts of God and other causes beyond MARS’ control.  Cancelled orders require compensation for incurred costs and related obligations of MARS.

Limitation of Liability:  IN NO EVENT SHALL MARS, ITS AGENTS OR ITS AFFILIATES BE LIABLE TO VENDOR OR ITS AFFILIATES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR NON-CONTRACTUAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ADDENDUM, INCLUDING WITHOUT LIMITATION, THE PERFORMANCE OR BREACH THEREOF.

Coupon Proofs: As soon as files are completed, Vendor shall immediately provide MARS with a proof of the coupons for final written approval (email shall suffice).  In the event Vendor does not provide MARS with a proof for approval prior to production, Vendor shall assume full liability associated with that coupon, up to and including over-redemption. This language shall supersede any limitation of liability previously agreed to between the parties in any agreement, SOW, terms and conditions, etc.

Publicity:  Neither party shall publicly communicate information about their business agreement or the other party in any manner that would diminish its value or harm the reputation of the other party.  In addition, neither party will make a public announcement of this PO/Agreement or the relationship contemplated hereunder (including, but not limited to, any press release, client list, advertisement or any promotional material) without the prior written approval of the other party.

Entire Agreement/Amendment:  These terms and conditions constitute the entire agreement between the parties with respect to the services set forth in the accompanying PO only.  No amendment or modification hereof shall be valid unless in writing and signed by the duly authorized representative(s) of the parties.  These terms and conditions supersede any prior agreement(s) between the parties as to the services in the accompanying PO only.  Each party represents they have the right, power and authority necessary to enter into this Agreement.

Force Majeure:  The parties shall not be considered in default of their agreement in the accompanying PO or liable for fees, costs and/or damages, for any failure to perform occasioned by an act of God, force of nature, physical casualty, accident, war or war-like activity, civil commotion, labor dispute, transportation delays, government action or other cause beyond the reasonable control of the parties

Governing Law and Venue:  This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles, and shall benefit and be binding upon the parties hereto and their respective successors and assigns.  . 

Severability:  If any term or condition set forth herein is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition set forth herein, unless enforcing the balance of the Agreement would deprive either party of a fundamental benefit of its bargain.

Relationship of the Parties:  Nothing contained herein shall place the parties in the relationship of partners, joint venturers, principal-agent, or employer-employee and neither party shall have any right to obligate or bind the other in any manner whatsoever.

Insurance:  Vendor agrees throughout the term of this Agreement to maintain in full force and effect commercial general liability, umbrella liability, advertiser’s error & omissions liability and professional liability insurance coverage in an amount satisfactory to MARS, at its own expense, naming MARS as an additional insured.  Company shall furnish a certificate of insurance evidencing same upon execution of this Agreement.

Bankruptcy:  Without limiting in any way the right of any party to these terms and conditions to seek monetary damages or other legal, equitable or injunctive relief in the event of any breach of these terms and conditions, if either party hereto files a petition for bankruptcy, or is adjudicated bankrupt or if such a petition is filed against either party, or if either party is insolvent or makes any assignment for the benefit of its creditors, or enters into an arrangement with its creditors pursuant to any other bankruptcy law, then such other party may terminate their agreement, at its sole discretion following such action and shall have no obligation under these terms and condition (except to make payments on a pro rata basis) for obligations performed up to the point of such action.

Assignment:  Except as specifically permitted herein, these terms and conditions may not be assigned by either party without the consent of the other.  Any assignment without such consent shall be void.  Notwithstanding the above, MARS may assign their obligations in the accompanying PO to an Affiliate.  “Affiliate” means any business that directly or indirectly through intermediate controls, is controlled by or is under common control with MARS.