These terms and conditions (these “Terms”) govern the sale of Real Producers promotional prints (“Promos”) by The N2 Company d/b/a Real Producers® and its affiliates (collectively “N2”) to “you”, the advertiser named in the Order Form (the “Order”). Together, the Order and these Terms comprise the entire “Agreement” between you and N2 (the “parties”).

1. Purchase of Promos. N2 creates Promos that replicate and incorporate articles and profiles published in its Real Producers magazines in a format suitable for independent distribution, allowing the profiled Advertiser to promote their business by delivering the Promos to clients and prospective clients. You agree to purchase the Promos from N2 listed in the Order at the numbers and rate(s) listed in the Order. N2 will design, print, and mail the Promos as indicated in the Order. N2 will design and layout the Promo in its discretion.

2. Charges; Billing; and Payment Terms.
[a] You must pay the rates and any fees listed on the Order. Prepayment is required. If you are paying by credit card, N2 will charge your card automatically when payment is due, which you hereby authorize. You may not withhold payment for any reason, including a dispute between you and N2.

[b] You must pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest legal rate. All rates are exclusive of sales taxes (or any other similar taxes) on amounts payable by you hereunder. You are responsible for payment of all federal or state taxes on the sale of ad space and services. Any applicable sales taxes (or other similar taxes) for which you are responsible will be separately stated on your monthly invoice.

3. Non-Exclusivity. This Agreement does not create an exclusive arrangement between you and N2.

4. Advertiser Obligations and Representations; Indemnification.
[a] You must: (1) respond promptly to any N2 request for direction, information, or approvals that are reasonably necessary for N2 to perform hereunder; and (2) provide such materials, content or information as N2 may reasonably request to perform hereunder in a timely manner.

[b] N2 accepts, publishes and runs all Promos, images, and content, including those for which N2 has provided creative services, subject to your representations that you are familiar with all laws and regulations applicable to your Promos, images, and content, and that publishing such content will not violate any law or third-party right (e.g., any intellectual property right). N2 will not perform a legal review of your Promo(s), and you remain solely responsible for the Promo’s content and for legal and regulatory compliance.

[c] In consideration of N2 publishing your Promo, you will indemnify N2 from and against any losses and expenses (including attorney’s fees) relating to the Promo, including those arising from third-party claims or suits for infringement, violation of privacy or publicity rights, or from any and all claims or regulatory breaches.

5. N2’s Discretion as Publisher. N2 may reject ads, images, or content that it considers misleading, distasteful, illegal, or otherwise inappropriate. N2 may alter any provided materials to make it conform to applicable specifications. N2 may mark the Promo as “advertising,” “sponsored content,” or the like to avoid confusion with editorial content. N2 reserves the right to determine (and may change at any time without notice to you) the design, content, title, and appearance of N2’s publications.

6. Promo Proofs. N2 will use reasonable efforts to provide you with Promo proofs. You must notify N2 in writing of any changes or errors before the deadline set by N2. Colors, contrast, photos, font, and other features may appear differently in the printed product and no adjustment will be made for those differences.

7. Promo Content; Intellectual Property. N2 may use any Promo under this Agreement to promote N2’s products and services. If N2 supplies content for your Promo, the content and the Promo are N2’s sole and exclusive property, except for content you supplied or licensed from third parties, and may be supplied to other real estate agents.

8. N2’s Liability and Makegoods. In the event the Promo is printed with material errors or material omissions that substantially impair the Promo’s promotional value, your only remedy is to request a corrected Promo be printed at no charge (“Makegood”). A demand for Makegood must be in writing and delivered to N2 within 30 days of the material error, omission, or failure; provided however, if the Promo contains errors or omissions missed by your proof review, N2 will not be liable for a Makegood.

9. Limitation of Liability; Disclaimer and Waiver.
[a]  N2 WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER N2 WAS ADVISED OF POSSIBILITY OF SUCH DAMAGE. N2’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT, WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, SHALL NOT EXCEED 2 TIMES THE TOTAL OF AMOUNTS PAID TO N2 UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

[ b] N2 DOES NOT WARRANT THE NUMBER OF RESPONSES TO YOUR PROMOS, THE NUMBER OF PERSONS WHO WILL VIEW THEM, OR ANY OTHER BUSINESS BENEFIT. 

10. Term; Termination;
[a] The term of this Agreement is the period of time between the date you sign the Order or otherwise consent to this Agreement (the “Agreement Date”) and the date that N2 delivers the last of any Promos you committed to purchase under this Agreement.

[b] N2 may terminate this Agreement at any time, with or without notice, for your failure to make payment when due and owing or for N2’s convenience.

[c] You may terminate this Agreement immediately upon written notice if N2 commits a material breach and fails to cure such breach within 30 days of receiving written notice of the breach. 

[d] You acknowledge that Promos are custom made to order and cannot be cancelled or returned.

11. N2’s Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any obligation under this Agreement, or any representation is or becomes untrue, N2 may, without notice: (i) require you to immediately pay all unpaid amounts you owe under this Agreement, (ii) suspend or terminate any services,  (iii) recover all collection costs and reasonable attorney’s fees, and (iv) exercise any other rights or remedies available at law or in equity. If you breach this Agreement, N2 will have no duty to mitigate damages.

12. Choice of Law and Forum. Texas law governs this Agreement. The state or federal courts located in the county of N2’s principal place of business, which is currently Dallas County, Texas, are the sole and exclusive jurisdiction for any legal suit, action, or proceeding arising out of or relating to this Agreement. You and N2 irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. Entire Agreement. This Agreement is the only understanding between you and N2, and it supersedes and excludes any understandings or representations, whether written or oral, that may have come before or during it. If conflict between these Terms and the Order, these Terms govern. No terms or conditions in the Order or any instructions or documents that conflict with or alter these Terms will bind N2 unless authorized in writing by an N2 senior executive.

14. Miscellaneous.If a court finds any term invalid, illegal or unenforceable, such defect shall not prejudice this Agreement’s other terms. A signed writing is required to modify, amend, or waive any term of these Terms. Any delay in, or partial exercising of, rights is not a waiver.  You cannot assign your rights or duties without N2’s written consent; N2 may assign its rights or duties to any third party.