Standard Service Agreement
In the event that the monthly or annual charge payable hereunder shall, at any time during the term hereof, be increased by ADTEL® by more than ten percent during any one year period, the Subscriber shall have the right, at any time within thirty days after the date upon which written notice of such increase is mailed by ADTEL®, to terminate this agreement upon seven days notice, otherwise this agreement shall continue in full force and effect in accordance with its terms.
Neither Distributor nor ADTEL® will be liable to Subscriber for any loss or injury arising out of Distributor’s or ADTEL®’s failure to furnish ADTEL® telephone hold advertising services hereunder due to fire, war, strikes, governmental action or any other cause beyond the control of Distributor or ADTEL®. In no case shall Distributor or ADTEL® be liable for consequential damages.
Title to and ownership of the Equipment and customized audio productions are retained by ADTEL®. In the event Subscriber breaches any of the terms of this agreement, or discontinues the service or becomes insolvent or attempts to sell or encumber the Equipment, or vacates the Premises, or authorizes copying or duplication of customized audio productions, then Distributor or ADTEL® or their representatives will have the immediate right to enter upon the Premises and to take possession of and remove the Equipment with or without process of law. Neither Distributor nor ADTEL® nor their representatives will be liable for any claim for damage arising from such removal, and the full monthly or annual charges for the balance of the current term will become immediately due and payable as liquidated damages. The equipment shall at all times during the term of this agreement be and remain personal or moveable property, regardless of the manner in which it may be attached to any real estate.
Distributor or ADTEL® or their representatives will have the right to remove the Equipment from the Premises upon termination of this agreement for any reason whatsoever. Subscriber will be responsible for the reasonable care of the Equipment and shall at the termination of this agreement return said Equipment to Distributor or ADTEL® or their representatives in the same condition as when received, except for reasonable wear and tear. Subscriber will be liable to ADTEL® for any loss or damage to the Equipment resulting from misuse, accident, fire or theft. Upon repossession of the Equipment, Distributor or ADTEL® or their representative will not be required to re-establish the original condition of the Premises.
Subscriber will not use or authorize or permit anyone else to use the ADTEL® customized audio production provided the Subscriber pursuant to this agreement, except at the designated Premises for the ADTEL® service specified in this agreement.
Subscriber acknowledges and agrees that all audio productions to be provided to it hereunder through Distributor or ADTEL® shall be written, produced and delivered by ADTEL®, a supplier of audio programming services, pursuant to an agreement between the Distributor and ADTEL®. Subscriber further acknowledges that this contract is subject to acceptance by ADTEL®, which may reject it at its sole discretion within three weeks of its receipt of same. If this contract is not accepted by ADTEL® for any reason whatsoever, Subscriber shall be entitled to receive a prompt and full refund of its initial payment and shall have no other rights or remedies hereunder against ADTEL®.
Subscriber shall be responsible, at its sole cost and expense, for procuring the services of the telephone company that provides the telephone services to the designated Premises in order that the telephone company shall provide Subscriber with all Equipment and services necessary to interface Subscriber’s telephones and other equipment with that equipment which is used in connection with ADTEL® ‘s telephone hold advertising service. Neither Distributor nor ADTEL® shall be liable for the failure of any such equipment.
After initial installation, any relocation or change of equipment will be performed at the Subscriber’s expense, based upon the prevailing charges. Should Subscriber at some future date desire additional advertising programs, in addition to the number contracted for herein, the same shall be supplied upon parties’ execution of a new or supplemental agreement substantially in the form of this contract, and based upon the current rate sheet.
Subscriber acknowledges that the nature of ADTEL®‘s business may require ADTEL® to disclose certain confidential or privileged information, which may include production processes, engineering designs and specifications, business and organizational procedures, marketing strategies and other information, which may constitute trade secrets. Subscriber agrees not to disclose, utilize, appropriate or give access to any such information during the term of this contract and at any time following the termination of the contract.
ADTEL® acknowledges that the nature of Subscriber’s business may require Subscriber to disclose certain confidential or privileged information, which may include production processes, engineering designs and specifications, business and organizational procedures, marketing strategies and other information, which may constitute trade secrets. ADTEL® agrees not to disclose, utilize, appropriate or give access to any such information during the term of this contract and at any time following the termination of the contract.
Subscriber will not transfer or assign this agreement or any of the rights hereunder without the prior written consent of Distributor or ADTEL®. If Subscriber should sell or dispose of the above-named business, the successor must notify ADTEL® by registered mail of their intent to cancel the service at least thirty days from the date of their ownership. In absence of such notice, this agreement shall continue in full force and effect in accordance with its terms.