IMPORTANT-READ CAREFULLY.

These Terms and Conditions, together with the Advertising Contract Form, [collectively. The “Agreement’) is made between SOUTHERN GRACE WEDDINGS, LLC (hereinafter referred to as “SGW”), and the customer whose name appears on the Advertising Contract Form (hereinafter referred to as “Advertiser”), on the date indicated on the face of this Agreement. Please read this Agreement carefully. Advertiser’s submission of any advertising content or failure to provide SGW contrary notice within three (3) business days indicates that [i] the information on this Form is accurate; [ii] Advertiser has read, understands and accepts the terms of the Agreement. This Agreement represents the entire agreement between SGW and Advertiser, and it supersedes any prior proposal, representation or understanding between the parties. This Agreement shall be non-assignable and non-cancelable upon acceptance by SGW. Except as provided in the preceding sentence, it is a condition of this Agreement that the provisions printed or otherwise contained in any quotation, acknowledgment, purchase order, or other instrument provided by Advertiser which are inconsistent with or in addition to the terms and conditions of this Agreement shall be of no effect or force. The Agreement is as described above contains the entire agreement between SGW and Advertiser, which agreement shall not be modified orally or by failure of either party to enforce its rights

1. PAYMENT: Advertiser agrees to pay SGW the aggregate amount set forth on the Advertising Contract Form. If any amounts owed to SGW under this Agreement (including collection costs) are not paid when due: all amounts due may, at­ ­­SGW’s option, be accelerated and become immediately due and owing to SGW; (B) Advertiser agrees to pay all costs incurred by SGW in collecting the amounts due to SGW, including reasonable attorney’s fees expended in collecting sums due whether incurred before trial, during trial or in any appeal there from, as well as any other out-of-pocket expenses expended by SGW in collecting such sums (‘Collection Costs’): and (C) such amounts past due shall  bear interest starting after the due date at the rate of 1 1/2 % per month or the highest rate allowed by applicable law, whichever is greater, until such amounts are paid in full. Deposits are non-refundable.

2. INTERNET ADVERTISING SUBSCRIPTIONS: Internet Profiles are purchased as a subscription, with a minimum advertising commitment of six (6) months. SGW will notify advertisers of any rate adjustment that may affect their monthly fee.

3. ARTWORK: Advertiser agrees that it will provide the necessary information to create an ad or camera-ready art to SGW in accordance with the instructions of SGW on or before the dates) established by SGW as the closing date for the publication in which the advertisement is to appear. There shall be no reduction in the amount owed to SGW under this Agreement in the event Advertiser fails to provide the necessary information to create an ad or camera-ready art before the deadline referred to above.

4. AD PROOF: If SGW mails/emails a proof to the Advertiser and the Advertiser has not contacted SGW immediately after receipt of the proof by the Advertiser, it is agreed by the Advertiser that the proof is in acceptable form and may be published without further revision by SGW.

5. LIABILITIES: Advertiser shall, at its sole cost and expense, indemnify, hold harmless and defend SGW, any other publishers, re-publishers, sellers and/or distributors of the advertisement provided by Advertiser from any and all liabilities, damages, costs, claims, and expenses, including but not limited to attorneys fees and litigation expenses, arising or alleged to have risen, directly or indirectly, out of the advertisement published by SGW and/or out of the publication of such advertisement, including but not limited to claims based on an alleged copyright and/or trademark, service made or trade name violation, trade libel, obscenity, misrepresentation, misappropriation, unfair competition, or any other violation of law.

6. ADVERTISEMENT- SPACE & COPY: Advertiser agrees that if for any reason its advertisement does not appear when requested, its sole remedy shall be to require SGW, on a date to be selected by SGW, to reschedule publication of the advertisement at no additional cost or expense to Advertiser. SGW reserves the right to limit the amount of space afforded any one Advertiser or any category of the advertising (whether by product line or motif) appearing in any of its publications. SGW reserves the right, in its sole discretion, to not accept or publish any advertisement provided by the Advertiser. If SGW elects to not accept or publish any advertisement provided by Advertiser, SGW shall refund any amounts previously received by SGW for such advertisement.

7. FORCE MAJEURE: Neither SGW nor any party involved in the printing, publication, distribution or sale of the publication(s) shall be held responsible or liable for delays due to acts of God, or other causes beyond its control.

8. BREACH OF AGREEMENT: At its sole option, SGW may cancel any or all of the services it has agreed to provide under this Agreement at any time if (i) Advertiser breaches any term of this Agreement and such breach is not cured to the reasonable satisfaction of SGW after notice thereof is given to Advertiser, or (ii) Advertiser fails to pay when due any amounts owed to SGW under this Agreement within ten (10) days after the due date for such amounts. Advertiser agrees that it will be difficult to ascertain the amount of actual damages suffered by SGW as a result of any breach to this Agreement. Advertiser agrees to pay SGW an amount equal to the unpaid balance owed to SGW under this Agreement as liquidated damages if SGW cancels all or any of its services under this Agreement due to Advertiser’s breach of this Agreement.

9. ADVERTISEMENT (REPRODUCTION): SGW, subject to all the (limitations and exceptions set forth in this Agreement), represents and warrants to Advertiser that Advertiser’s advertisements will be reproduced in accordance with industry standards. SGW MANS NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED AND SGW SPECIFICALLY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

10. LIMITATION OF LIABILITY: IN NO EVENT SHALL SGW BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING: WITHOUT LIMITATION, LOST PROFITS, DATA, BUSINESS OR GOODWILL EVEN IF SGW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES- SGW’S LIABILITY TO ADVERTISER FOR ANY AND ALL CLAIMS, WHETHER IN AN ACTION IN CONTRACT OR IN TORT. CONNECTED WITH OR RESULTING FROM THIS AGREEMENT OR THE SERVICES, OR ANY PART THEREOF, FURNISHED HEREUNDER.

11. WAIVER: A waiver by either party of any default or breach by the other party shall not be considered as a waiver of any subsequent default or breach by the other party of the same or any other provisions of this Agreement.

12. LEAD LISTS: Advertiser agrees that any Lead List purchased by Advertiser shall be used solely for marketing purposes of the Advertiser only and for no other purpose, entity or business without the prior written consent of SGW. Advertiser further agrees that it will not solicit nor allow others to solicit any name on the Lead List with promotional material of businesses other than Advertiser. Advertiser acknowledges that names and dates on Lead Lists are the sole property of SGW and Advertiser hereby agrees not to disclose, sell or make known the name and dates on any such Lead List. Advertiser further agrees not to use names on any Lead List for bridal shows or special events, in which non-advertisers participate, without the prior written consent of SGW.

Advertiser will not subject any person named on any Lead List to any form of high-pressure sales tactics. Any breach of this provision shall be considered a breach of this Agreement and will entitle SGW to cancel services it has agreed to provide under this Agreement and damages, as set forth in Paragraph 10 above

13. SEVERABILITY: If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remainder of this Agreement shall remain enforceable.

14. ELECTRONIC: The parties desire to facilitate certain transactions pursuant to these Agreements by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by SGW and governed by the applicable provisions of the Uniform Electronic Transactions Act.

15. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without regard to its conflict of laws principles. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or federal court situated in Baton Rouge, Louisiana, and each party hereto consents to jurisdiction and exclusive venue before such courts and hereby waives any defenses related thereto.

16. MISCELLANEOUS: Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach here under shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Should you have any questions concerning this Agreement, or if you desire to contact SGW for any reason, please contact:

Julie Rivett
12138 West Main Street
Gonzales, Louisiana 70737
(225) 644-1031
info@southerngraceweddings.com
www.southerngraceweddings.com