TERMS AND CONDITIONS OF CONTRACT

1. “We,” “our,” or “us” means Tea Party Magazine, Inc., a California nonprofit corporation.  “You” or “your” means the person, business or other legal entity shown after “Firm Name,” its owners, successors, and assigns.  “Advertisement” means all items included in this contract to appear in our publications.  The person signing this contract agrees that by his or her signature, he or she personally assumes the full performance of the contract, including payment of amounts due under it.  Such person also authorizes us to order a credit report on you.  Acceptance of this contract by us is subject to credit approval.  This contract is not binding upon us until accepted by our management.  Such acceptance may be evidenced by the appearance of the advertising covered by this contract in the magazine or by such written or printed documentation as we may require from time to time.
2. We may change or revise the name of our publications and may change distribution areas of our magazine.  You agree that such changes or revisions will not be in breach of this contract.
3. We may at any time disapprove, reject or alter any advertisement which we, in our sole discretion, determine is not in accordance with our then existing rules concerning the acceptance of advertising matter.
4. You agree to pay us or our agent all amounts due shown on the reverse side of this page.  Payment is normally due at signing of this contract.  Except as otherwise provided in this agreement, your liability to us arises only as time goes by and payments become due.  You acknowledge that we incur substantial costs and expenses prior to both the printing and distribution of our publications, and that your failure to make timely payments may subject us to substantial losses.  You agree that time is of the essence in your payment and that you will pay strictly in accordance with the payment schedule.  It is also agreed if you are late with a payment, it would be extremely difficult or impractical to fix actual damages resulting from the late payment; therefore, you agree to pay us a late charge of $20.00 for the cost of administering the late payment for each month you are late.  We may change this late charge by notifying you in writing before the change is made.  In addition, interest of 1.65 % per month (19.8% Annual Percentage Rate) or the highest rate allowed by law will be charged on all past due principal amounts.  The sale of your business, however, will not relieve you from your obligations to payment as they become due for the life of the magazine.
5. If you breach this contract, we may declare all amounts due (or that may become due) under this contract immediately due and payable without notice to you.  We will have all of the remedies available at law or in equity.  You also agree that we may refer you to collection and credit reporting agencies and that we may employ an attorney to protect our rights hereunder.  In any event we will be entitled to reasonable attorneys’ fees, court costs and costs of collections, including collection agency fees, in addition to any other relief to which we may be entitled.  For purposes of this Paragraph 6 unless otherwise specified, the magazine issue life and contract term shall be deemed to be 6 months. 
6. California law governs this contract.  Venue will lie only in San Francisco County, CA.
7. Any payment of the billing, late charge(s) or interest will not relieve you of your obligation to pay any charges prior to the due date on the bill.  Our acceptance at partial or delinquent payments or our failure to exercise any right to late charges neither waive our rights concerning any of your obligations, nor constitute modification of this agreement or waiver of any similar default subsequently occurring.  We may terminate this contract at any time insofar as it pertains to any forthcoming publication if there are any delinquent bills outstanding for any advertisement in any of our publications which advertisement was ordered by you, acting in any capacity, or which advertisement promoted you or any person included in the advertisement which is the subject of this contract.  Additionally, we may apply any payment made by you to any past due debt then owed by you to us whether under this contract or otherwise. 
8. You agree to indemnify, defend, and hold us, and any of our stockholders, directors, officers, employees, agents, representatives, and assigns harmless from and against all claims, demands, damages, expenses, and liabilities.  This includes accounting and attorneys’ fees and court costs end expenses arising out of or in any way connected with the printing or publication of your advertisement.  You also represent and warrant that your advertising does not violate any existing copyright, trademark, service mark or trade name, either in whole or in part and contains matters which are truthful, lawful and authorized for use, and contains no matter which is misleading or which will be libelous or injurious if published.  Any legal defense provided by you to us under this paragraph shall be with counsel satisfactory to us.
9. You understand that distribution is not instantaneous and agree that we may distribute magazines beyond the initial distribution month.
10. We may sell, assign, or transfer this agreement (or any portion thereof) with all its rights, title and interest therein to any person, firm or corporation at any time during the term of this agreement.  Any such assignee shall acquire all of our rights and assume all of our obligations. 
11. This contract constitutes the entire agreement between you and us.  The terms and conditions of this contract may not be modified, except in writing and signed by both an officer of ours and by either you or an Authorized Representative of yours.