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Purchase Agreement Terms & Conditions

 In consideration of the mutual covenants contained herein and other valuable considerations, the parties agree as follows:

 1   DEFINITIONS

”Advertising Period” means the time during which the ad is stored on the CuttingEdgeContacts.com  server and displayed on the Cutting Edge Enterprises, LLC Network.
          •     “Advertiser” means the one, or that which receives services from Cutting Edge Enterprises, LLC.
          •     “Lead” means the customer referral for a price quote.
          •     “Listing” means a text link and description advertisement that can be selected by a user as a link.
          •     “Start Date” means the first day Cutting Edge Enterprises, LLC will start or display the set campaign.
          •     “End Date” means the last day the Advertiser is committed to the set term rate.

2   PURCHASE OF ADVERTISING.  Advertiser hereby agrees to purchase the listing, or leads requested in the Purchase Agreement upon the terms and conditions of this Agreement.  In no way may the listings or leads be redistributed, redirected, or resold to any other party at any time.  The Purchase Agreement shall be incorporated into this Agreement.

3   PLACEMENT.  Advertiser will be entered in the Cutting Edge Enterprises, LLC Network following the category and placement and/or lead type specified in the Purchase Agreement.  Positioning of the listings is at the discretion of the Cutting Edge Enterprises, LLC Network except where an arrangement for a specified position is acknowledged by the Cutting Edge Enterprises, LLC Network in writing.

4   START DATE.  Subject to the Cutting Edge Enterprises, LLC Network’s discretion as to the acceptance and timing of entries, reservations for a specific start date are made by the Cutting Edge Enterprises, LLC Network on a first-come, first-serve basis, following receipt of the Purchase Agreement.  If the particular start date requested by the Advertiser is full, the Cutting Edge Enterprises, LLC Network will reserve a spot for Advertiser’s advertisement on the first available start date following the requested date.

5   DURATION & RATES.  Are set forth in the Purchase Agreement.

6   PAYMENT.  Payment must be received before the start or placement of the listing, or lead program.  Thereafter, Advertiser shall be billed on a monthly basis if set forth in the Purchase Agreement.  Accounts are due and payable upon billing, and become past due on the 10^th day following statement date.  A service charge of 1.5% per month will be assessed on overdue balances.  Advertiser agrees that should it become necessary for the Cutting Edge Enterprises, LLC Network to institute legal proceedings for the collection of any balance due under this account, Advertiser agrees to pay reasonable attorney fees and all costs of suit.  Advertiser agrees that if payment is made by credit card that the charge will not be rescinded by the Advertiser for any reason whatsoever.

7   RIGHT TO REFUSE ADVERTISING.  All contents of a listing are subject to the Cutting Edge Enterprises, LLC Network’s approval and editing.  The Cutting Edge Enterprises, LLC Network reserves the right without liability to reject, omit, exclude, or cancel any advertisement or listing for any reason at anytime, with or without notice to the Advertiser, and whether or not such advertisement was previously acknowledged, accepted or posted on the Cutting Edge Enterprises, LLC Network.

8   USAGE STATISTICS.  THE Cutting Edge Enterprises, LLC NETWORK MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME.  THE Cutting Edge Enterprises, LLC NETWORK SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS.  THE Cutting Edge Enterprises, LLC NETWORK PROVIDES ADVERTISERS WITH DAILY HISTORICAL STATISTICS AS A COURTESY.

9   TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY.  Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement/Listing, and/or (2) the Lead contact, and/or (3) any material to which users can link through the Advertisement.  Advertiser represents and warrants that the Advertisement and Link comply with the Cutting Edge Enterprises, LLC Network’s ad share business model; and that it holds the necessary rights to permit the use of the Advertisement and Link by the Cutting Edge Enterprises, LLC Network for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.  Advertiser agrees to indemnify the Cutting Edge Enterprises, LLC Network and to hold the Cutting Edge Enterprises, LLC Network harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Cutting Edge Enterprises, LLC.com Inc., arising out of or related to Advertiser’s breach of any of the foregoing representations and warranties.

10  LIMITATION ON LIABILITY.  The Cutting Edge Enterprises, LLC Network shall not be liable for its failure, for any cause, to post an advertisement / listing or distribute leads.  Liability for any error caused by the Cutting Edge Enterprises, LLC Network appearing in an advertisement is limited to a credit equal to the cost of the space actually occupied.  No allowance, however, will be granted for an error that does not materially affect the value of the advertisement.  To qualify for an adjustment, any error must be reported within 5 days of the error.

11  LIMITATION ON DAMAGES.  In no event will the Cutting Edge Enterprises, LLC Network be liable to advertiser for any damages, including but not limited to special, incidental, or consequential damages, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not the Cutting Edge Enterprises, LLC Network has been advised of the possibility of such damage.

12  DISCLAIMER OF WARRANTIES.  The Cutting Edge Enterprises, LLC Network makes no representation as to the number of times Advertiser’s link will be accessed and no guarantee that usage statistics will be equal to any published numbers an any given time.

13  CANCELLATION.  All campaigns must run for the advertising period ordered as defined in the Advertisement Purchase Agreement.  Campaigns will continue to renew on a monthly basis after the advertising period set forth in the Advertisement Purchase Agreement.  Advertiser may cancel their service after the advertising period defined in the Advertisement Purchase Agreement for any reason upon ten (10) days written notice.

14  TERM AND TERMINATION.  This Agreement shall become effective on the Start Date and shall remain in force until Cancellation.  The Cutting Edge Enterprises, LLC Network may terminate this Agreement for any reason upon ten (10) days’ written notice.  If the Cutting Edge Enterprises, LLC Network terminates this Agreement for cause, Advertiser shall not be entitled to a refund.  If the Cutting Edge Enterprises, LLC Network terminates this Agreement for convenience, Advertiser shall be entitled to a refund on a pro rata basis.

15  CHANGES.  Announcement of an increase shall be made 30 days in advance to the renewal of this contract.

16  FORCE MAJUERE.  The Cutting Edge Enterprises, LLC Network is not liable for delays in performance and/or nonperformance resulting from any condition beyond the control of the Cutting Edge Enterprises, LLC Network.

17  ASSIGNMENT.  Advertiser may not assign this Agreement, in whole or in part, without the Cutting Edge Enterprises, LLC Network’s written consent.  Any attempt to assign this Agreement without such consent will be null and void.

18  GOVERNING LAW.  This Agreement will be governed by and construed in accordance with the laws of the State of Oregon.

19  ENTIRE AGREEMENT.  This Agreement and all exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding the replacing any and all prior agreements, communications, and understanding (both written and oral) regarding such subject matter.  The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order.