TERMS + CONDITIONS

1. REGULATIONS. Client and/or Agent agrees to indemnify YEATES ACADEMY OF IRISH DANCE against all expenses of any nature arising through the unauthorized use of names or pictures of living persons and copyright and/or trademark infringement in advertisements, sponsorships, or other services. YEATES ACADEMY OF IRISH DANCE reserves the right to decline any advertisement for any reason. YEATES ACADEMY OF IRISH DANCE assumes no responsibility for copy, artwork, photography, color reproduction, hyperlinks, or video for publication-ready advertisements or sponsorship content provided by Client and/or Agent and will not assume responsibility for returning hard materials provided by Client and/or Agent. The YEATES ACADEMY OF IRISH DANCE is in no way liable for any error in the publishing of an advertisement or sponsorship content. YEATES ACADEMY OF IRISH DANCE also will not be liable to any extent if any advertisement or sponsor content is not published because of inaccurate size or specifications, sponsors failure to submit prior to material due date, technical requirements or for any other reason, beyond the return of any payment advanced by Client and/or Agent. Failure of YEATES ACADEMY OF IRISH DANCE, to publish an advertisement or sponsor content shall not constitute a breach of this Agreement. The forwarding of an order or the signing of a contract for advertising, sponsorship, or other services is construed as an acceptance of all rates, terms, and conditions of the rate schedule and established policies of YEATES ACADEMY OF IRISH DANCE. No conditions, printed or otherwise, appearing on advertising agency contracts or insertion orders that conflict with this rate schedule or established policies shall be binding on YEATES ACADEMY OF IRISH DANCE. If YEATES ACADEMY OF IRISH DANCE is, within its sole discretion, unable to produce any advertisement or content due to the type, style, color or technical specifications Client and/or Agent has called for, YEATES ACADEMY OF IRISH DANCE may produce said advertisement or sponsor content in type, style, color or technical specifications that YEATES ACADEMY OF IRISH DANCE deems appropriate and closely related to that request. YEATES ACADEMY OF IRISH DANCE need not seek or receive Client's and/or Agent's permission for such substitutions. No cash rebates will be made. For multiple advertising contracts, if Client and/or Agent fail to communicate to YEATES ACADEMY OF IRISH DANCE which advertisement to publish or to provide a new advertisement, YEATES ACADEMY OF IRISH DANCE reserves the right, at its sole discretion, to select a previously published advertisement that YEATES ACADEMY OF IRISH DANCE has on file. YEATES ACADEMY OF IRISH DANCE need not seek or receive Client's and/or Agent's permission for such substitutions. No cash rebates will be made.

2. PRODUCTION AND DESIGN CHARGES. Production and design costs, in their totality, are the sole responsibility of Client and/or Agent.

3. COLOR REPRODUCTION. Due to the varying nature of color settings from screen to screen, exact color reproduction of electronic images is not guaranteed.

4. TERMS. YEATES ACADEMY OF IRISH DANCE has a pre-payment policy and does not extend credit. Client and/or Agent must pay the entire order in full. The first advertisement on an order is due at the time of signing, all other advertisements are due 14-days prior to publication date. Client and/or Agent sponsorship is not official until full payment has been made to YEATES ACADEMY OF IRISH DANCE. Should Client and/or Agent wish to extend their agreement, the new terms will not be official until additional charges have been paid in full.YEATES ACADEMY OF IRISH DANCE reserves the right to file litigation in any way related to this contract brought by either party.

5. FINALITY OF BILL. Client and/or Agent agrees that objection to any invoice must be made within ten (10) days of invoice date or it shall conclusively

   be presumed correct.

6. CANCELLATION by YEATES ACADEMY OF IRISH DANCE. Should Client and/or Agent breach any provision of this Agreement, YEATES ACADEMY OF IRISH DANCE reserves the right to cancel this order.

7. WAIVER. Waiver of default or breach by either party shall not be considered as a waiver of any subsequent default or breach of this Agreement.

8. CANCELLATIONS. Any cancellation or change in an advertisement shall be submitted in writing to YEATES ACADEMY OF IRISH DANCE, at least 30 days prior to the materials due date (Cancellation/Change Deadline). Should Client and/or Agent fail to fulfill this order, YEATES ACADEMY OF IRISH DANCE may, at its sole option, retain payment from Client and/or Agent for any deficiency. Further, if YEATES ACADEMY OF IRISH DANCE has not received communication from Client and/or Agent prior to Cancellation/Change Deadline, YEATES ACADEMY OF IRISH DANCE may insert the last advertisement appearing, and consider said advertisement toward fulfillment of contractual obligation. Any Client and/or Agent who signs an order and cancels prior to the first insertion is responsible for the payment of the first insertion at rate card price.

9. ADVERTISING STANDARDS. Client and/or Agents placing advertisements agree to have such advertisements conform to standards of honesty and lawfulness. Advertisements must not be deceitful. Production standards should conform to the level of quality established by YEATES ACADEMY OF IRISH DANCE. YEATES ACADEMY OF IRISH DANCE reserves the right to reject any advertisement considered inappropriate or not up to quality standards. Should YEATES ACADEMY OF IRISH DANCE and/or its directors, officers, employees or agents have a claim and/or lawsuit asserted against it stemming from an advertisement, the basis for which is founded in defamation, copyright or trademark violation, fraud, deception, invasion of privacy, or other torts, Client and/or Agent agrees to fully indemnify YEATES ACADEMY OF IRISH DANCE and individuals for the attorney's fees, costs, and any settlement or judgment. Client and/or Agent agrees to indemnify, to the extent of the attorney's fees, costs and settlement or judgment, YEATES ACADEMY OF IRISH DANCE and its directors, officers, employees and agents from all claims and lawsuits assured by any other person or entity claiming to be a third-party beneficiary of this contract.

10. APPLICABLE LAW; VENUE. The laws of the state of Oregon shall govern this Agreement, without regard to its conflicts of laws provisions, and venue of any dispute arising under this Agreement shall be in Multnomah County, Oregon.