Standard Conditions

1. MARETSHARE, INC., hereinafter referred to as Marketshare agrees to sell services and install products or material as specified.
2. Marketshare agrees, where permits and/or bonds are required by any Government authorities, to assist the Client in obtaining same in Client's name and at the Client's cost and request.
3. Should any dispute between the parties hereto arise, it is agreed by and between Client and Marketshare that the laws of the State of California shall be applied thereto.
4. If Marketshare is unable to deliver any portion of the service called for in this order, Marketshare reserves the right to eliminate it from this order or to issue credit to Client for that portion of the service not delivered.
5. Client and/or his agency agree to defend, indemnify and hold Marketshare harmless from any and all loss, liability, claims and demands arising out of the character, contents or subject matter or any copy displayed as a result of this order.
6. Delay in the execution of this contract resulting from acts of God, or any cause beyond the control of Marketshare, such as strike, work stoppage, picketing, damage or concerted action by an employee or any labor organization, shall not constitute a ground for cancellation, and in event of loss of service occasioned by any such cause, Client shall be granted suitable credit in the form of extended service.
7. This agreement is not intended as a legally phrased document, but rather expresses agreement between the parties whose signatures appear thereon.
8. It is hereby acknowledged and agreed that this document contains the entire agreement between the parties thereto and that no representative of Marketshare has any authority to change or modify any of the provisions thereof nor to substitute or add any additional provisions.
9. Time involved drilling through unforseen obstructions, rock time in man-made fills, or natural soils delay due to no fault of our own will be charged for at our current hourly drilling rate in addition to contract prices, if through no fault of our own we are unable to complete the work, we may terminate it by written notice and shall be paid for the percentage of work completed.
10. Payment for products and services will be due upon completion of same individual component or task. Unless specified, all services are to be performed in a single phase. Any item(s) stored by Marketshare will incur a storage charge, commencing immediately upon completion of components, to be paid quarterly. Items stored at locations other than those covered by Marketshare insurance are not the responsibility of Marketshare. All shipments will be freight collect unless otherwise noted.
11. Marketshare assumes no responsibility of safe delivery of goods by carrier other than our own. Customer should carefully inspect all crates and/or packages. All claims to be filed by customer with the carrier in accordance with ICC regulations.
12. Payment is due and payable upon receipt of invoice. Unless otherwise indicated, invoice becomes past due 31 days from date of invoice and a FINANCE CHARGE will be due on the balance at the ratio of 1 _% per month, which is an ANNUAL PERCENTAGE RATE of 18%. The FINANCE CHARGE is not interest but represents liquidated damages sustained by MARKETSHARE, INC. Client agrees to pay such attorney's fees and costs as are actually incurred for the collection of this amount whether or not suit is instituted.
13. Marketshare is not responsible for the repair or replacement or damage to landscape should such damage occur in the normal installation of exterior signs.
14. All implied warranties fitness or merchantability are specifically excluded and there are no warranties which extend beyond those specifically included in the preceding paragraphs. Purchasers' damages are limited in any event with the provisions of this paragraph in regard to replacement or repair of defective work or material. Further, in no event shall consequential damages be awarded purchaser or any other person for either personal injury, property loss or loss of profits, business, trade, customers, late delivery of installation or the like.
15. This contract shall not be binding upon Marketshare for any purpose until same is accepted by Marketshare at its home office in Milpitas, California, and executed by an Executive officer of Marketshare.
16. This Agreement is deemed entered into and performed in the County of Santa Clara, State of California. For purposes of litigation, all actions will be filed only in the County of Santa Clara, State of California. Venue shall only be in the County of Santa Clara, State of California.