TERMS OF SERVICE
FOR THE PURPOSE OF THIS AGREEMENT, “CLIENT” IS YOU THE PERSON OR ENTITY SIGNING UP AND REGISTERING FOR THE EVOLVE MEDIA AGENCY SERVICE.
BY SIGNING UP AND PAYING FOR ANY EVOLVE MEDIA SERVICE, CLIENT AGREES TO ALL EVOLVE MEDIA AGENCY TERMS LISTED ON THIS PAGE. IN WITNESS WHEREOF, EVOLVE ENERGY, LLC DBA EVOLVE MEDIA AGENCY AND CLIENT HAVE EXECUTED THIS AGREEMENT.
CLIENT AGREES THAT THIS CONTRACT IS ENTERED INTO WITH EVOLVE ENERGY, LLC DBA EVOLVE MEDIA AGENCY. EVOLVE ENERGY, LLC DBA EVOLVE MEDIA AGENCY’S ADDRESS IS 522 S. HUNT CLUB BLVD #178, APOPKA, FLORIDA 32703.
SUBJECT TO THE TERMS AND CONDITIONS ("TERMS" OR “TERMS AND CONDITIONS”) OF THIS AGREEMENT (“AGREEMENT”), CLIENT IS GRANTED A LIMITED, NONEXCLUSIVE LICENSE TO USE EVOLVE MEDIA AGENCY’S SERVICES ("EVOLVE MEDIA AGENCY SERVICE" OR “SERVICE”) AND ACCESS THE DATA (“DATA”) THAT EVOLVE MEDIA AGENCY PROVIDES AND DELIVERS TO CLIENT. THE FOLLOWING TERMS AND CONDITIONS GOVERN THE USE OF THE EVOLVE MEDIA AGENCY SERVICE AND THE DATA. BY VISITING THE EVOLVE MEDIA AGENCY WEBSITE, ACCESSING THE DATA OR USING ANY EVOLVE MEDIA AGENCY SERVICE, CLIENT EXPRESSLY AGREES TO BE BOUND BY THESE TERMS.
1. LIMITED LICENSE PERMITTED USE.
CLIENT IS GRANTED PERSONAL, NONTRANSFERABLE AND NONEXCLUSIVE RIGHTS TO ACCESS THE SERVICE AND USE THE DATA SOLELY FOR CLIENT’S DIRECT MARKETING, MARKET RESEARCH AND CUSTOMER PROSPECTING PURPOSES, IN STRICT ACCORDANCE WITH THE TERMS OF THE AGREEMENT. CERTAIN PORTIONS OF THE DATA AVAILABLE THROUGH THE SERVICE ARE ONLY AVAILABLE VIA LICENSE WITH USE RIGHTS THAT ARE BASED UPON SUBSCRIPTION ACCESS. IN SUCH CASE OF SUBSCRIPTION ACCESS, RIGHTS TO THE DATA EXPIRE UPON EXPIRATION OR TERMINATION OF THE SUBSCRIPTION, AND IN SUCH CASE CLIENT SHALL DISCONTINUE USE OF THE DATA AND, AS REQUESTED BY EVOLVE MEDIA AGENCY, EITHER (I) RETURN THE DATA TO EVOLVE MEDIA AGENCY WITHOUT RETAINING ANY COPIES THEREOF OR ANY NOTES OR OTHER INFORMATION THEREON OR (II) PROVIDE A CERTIFICATE, EXECUTED BY CLIENT, IN FORM AND SUBSTANCE SATISFACTORY TO EVOLVE MEDIA AGENCY, THAT THE DATA HAS BEEN DESTROYED IN SUCH A MANNER TO RENDER THE DATA PERMANENTLY UNREADABLE AND UNRECOVERABLE.
(A) CLIENT’S USE OF THE DATA WILL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN LAWS, STATUES, RULES AND REGULATIONS (“LAWS”), INCLUDING LAWS REGARDING TELEMARKETING, EMAIL, FACSIMILE MARKETING AND CUSTOMER SOLICITATION.
(B) CLIENT’S USE OF ANY UNITED STATES EMAIL DATA WILL COMPLY WITH ALL APPLICABLE LAWS, INCLUDING THE CAN-SPAM ACT, COPPA, AND ANY STATE REGISTRY LAWS.
(C) EVOLVE MEDIA AGENCY RESERVES THE RIGHT TO REVIEW CLIENT’S USE OF THE DATA TO ENSURE COMPLIANCE WITH THIS AGREEMENT, BUT ANY FAILURE OF EVOLVE MEDIA AGENCY TO REVIEW SUCH USE WILL NOT CONSTITUTE ACCEPTANCE OF SUCH USE OR WAIVE ANY OF EVOLVE MEDIA AGENCY’S RIGHTS HEREUNDER OR LIMIT ANY OF CLIENT’S OBLIGATIONS WITH RESPECT TO THE DATA. AT ANY TIME UPON AT LEAST THREE (3) DAYS’ NOTICE, EVOLVE MEDIA AGENCY MAY AUDIT CLIENT’S RECORDS TO DETERMINE WHETHER CLIENT IS IN COMPLIANCE WITH THIS AGREEMENT AND CLIENT WILL MAKE AVAILABLE TO EVOLVE MEDIA AGENCY OR ITS REPRESENTATIVES ALL RECORDS NECESSARY FOR THE CONDUCT OF SUCH AN AUDIT.
EVOLVE MEDIA AGENCY RESERVES THE RIGHT TO DENY ACCESS TO ANY USER OR GROUP OF USERS TO THE EVOLVE MEDIA AGENCY SERVICE, AT ITS SOLE DISCRETION, AT ANY TIME, AND FOR ANY REASON OR NO REASON. EVOLVE MEDIA AGENCY RESERVES THE RIGHT TO REMOVE ANY DATA FROM THE EVOLVE MEDIA AGENCY DATABASE AT ANY TIME AND FOR ANY OR NO REASON.
EVOLVE MEDIA AGENCY RESERVES THE RIGHT TO CHANGE, MODIFY OR OTHERWISE ALTER THESE TERMS AND CONDITIONS AT ANY TIME AT EVOLVE MEDIA AGENCY’S SOLE DISCRETION. ANY AND ALL MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY ONCE POSTED. YOU ACKNOWLEDGE YOU ARE RESPONSIBLE TO KEEP YOURSELF APPRISED OF ANY CHANGES AND UPDATES TO THIS AGREEMENT. THE MOST RECENT VERSION OF THESE TERMS IS AVAILABLE AT: HTTPS://EMA.EVOLVEMEDIA.AGENCY/TERMS-OF-SERVICE.
1.1 LIMITATIONS ON USE.
(A) UNLESS SPECIFICALLY AUTHORIZED IN ADVANCE AND IN WRITING BY EVOLVE MEDIA AGENCY, CLIENT WILL NOT SHARE, SELL, TRANSFER OR OTHERWISE MAKE THE DATA AVAILABLE TO ANY THIRD PERSON OR ENTITY AND CLIENT WILL USE THEIR BEST EFFORTS TO PREVENT THE MISUSE OR UNAUTHORIZED USE OF THE DATA BY ANY THIRD PERSON OR ENTITY.
(B) CLIENT WILL NOT NAME OR REFER TO EVOLVE MEDIA AGENCY OR CLIENT’S USE OF THE DATA IN ANY OF CLIENT’S ADVERTISEMENTS OR PROMOTIONAL OR MARKETING MATERIALS WITHOUT PRIOR WRITTEN PERMISSION FROM EVOLVE MEDIA AGENCY.
(C) CLIENT WILL NOT USE THE DATA FOR CONSUMER CREDIT PURPOSES, UNDERWRITING ANY FORM OF CONSUMER INSURANCE, EMPLOYMENT PURPOSES, TENANT SCREENING PURPOSES CONSUMER DEBT COLLECTIONS OR FOR ANY OTHER PURPOSE COVERED BY THE FEDERAL FAIR CREDIT REPORTING ACT (15 U.S.C. §1681, ET SEQ.) OR FOR ANY OTHER PURPOSE NOT EXPRESSLY AUTHORIZED BY THE AGREEMENT.
(D) WITHOUT EVOLVE MEDIA AGENCY'S WRITTEN PERMISSION, CLIENT SHALL NOT DUPLICATE, DOWNLOAD, PUBLISH, MODIFY, CREATE DERIVATIVE OR OTHERWISE DISTRIBUTE THE DATA DERIVED FROM THE SERVICE FOR ANY COMMERCIAL USE, OR FOR ANY PURPOSE OTHER THAN AS DESCRIBED IN THESE TERMS. CLIENT ACKNOWLEDGES THAT EVOLVE MEDIA AGENCY OWNS AND RETAINS ALL PROPRIETARY TO MATERIAL CONTAINED ON THE SERVICE, INCLUDING TRADEMARKS, CONTENT, AND OTHER PROPRIETARY CONTENT AND CLIENT WILL NOT CREATE OR DIRECT ANYONE TO CREATE A COMPETITIVE PRODUCT.
(E) CLIENT SHALL NOT USE THE SERVICE OR DATA IN ANY MANNER THAT HARASSES, INVADES THE PRIVACY OF OR HARMS A PERSON IN ANY WAY.
(F) CLIENT AGREES THAT IT WILL NOT USE ANY ROBOT, SPIDER, OTHER AUTOMATIC DEVICE, OR MANUAL PROCESS TO MONITOR OR COPY EVOLVE MEDIA AGENCY WEB PAGES OR THE CONTENT CONTAINED THEREON OR FOR ANY OTHER UNAUTHORIZED PURPOSE WITHOUT EVOLVE MEDIA AGENCY’S PRIOR EXPRESSED WRITTEN PERMISSION. CLIENT AGREES THAT THEY WILL NOT COPY, REPRODUCE, ALTER, MODIFY, CREATE DERIVATIVE WORKS FROM, OR PUBLICLY DISPLAY ANY CONTENT (EXCEPT FOR CLIENT’S OWN PERSONAL, NON-COMMERCIAL USE) FROM THE SERVICE WITHOUT THE PRIOR EXPRESSED WRITTEN PERMISSION FROM EVOLVE MEDIA AGENCY.
(G) CLIENT AGREES THAT IT SHALL NOT USE THE SERVICE IN VIOLATION OF ANY INTERNATIONAL, FEDERAL, STATE, OR LOCAL LAW, RULE OR REGULATION, WHETHER NOW EXISTING OR ENACTED IN THE FUTURE, OR IN ANY MANNER THAT WOULD CAUSE EVOLVE MEDIA AGENCY TO VIOLATE ANY SUCH LAWS, RULES, OR REGULATIONS.
(H) CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT EVOLVE MEDIA AGENCY DOES NOT TEST OR SCREEN THE DATA, AND EVOLVE MEDIA AGENCY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE DATA. CLIENT’S USE OF ANY DATA IS AT CLIENT’S SOLE RISK AND CLIENT IS FULLY RESPONSIBLE FOR THE USE OF ALL DATA THAT IS PROVIDED TO CLIENT.
(I) CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT WHEN CLIENT REGISTERS FOR THE EVOLVE MEDIA AGENCY SERVICE, CLIENT AGREES TO PROVIDE AND MAINTAIN ACCURATE, CURRENT, AND COMPLETE INFORMATION. IN THE EVENT CLIENT PROVIDES ANY INFORMATION THAT IS INACCURATE, NOT CURRENT, OR INCOMPLETE, EVOLVE MEDIA AGENCY HAS THE RIGHT TO SUSPEND OR TERMINATE CLIENT’S ACCESS AND USE OF ANY AND ALL SERVICES.
1.2 VIOLATION OF THE TERMS.
CLIENT AGREES THAT MONETARY DAMAGES MAY NOT PROVIDE A SUFFICIENT REMEDY TO EVOLVE MEDIA AGENCY FOR VIOLATIONS OF THESE TERMS OF USE AND CLIENT CONSENTS TO INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR SUCH VIOLATIONS.
1.3 DO NOT CALL COMPLIANCE.
IN THE EVENT THAT EVOLVE MEDIA AGENCY PROVIDES A TELEPHONE NUMBER, CLIENT ACKNOWLEDGES THAT EVOLVE MEDIA AGENCY HAS NOT PROCESSED ITS DATABASES AGAINST THE NATIONAL DO NOT CALL REGISTRY, STATE PHONE SUPPRESSION FILES AND DMA PHONE SUPPRESSION FILES, THE "TELEPHONE NUMBER SUPPRESSION FILES". BY USING THE SERVICE, CLIENT ACKNOWLEDGES THAT SOME OF THE INDIVIDUALS PROVIDED BY EVOLVE MEDIA AGENCY MAY HAVE PLACED THEIR TELEPHONE NUMBERS ON TELEPHONE NUMBER SUPPRESSION FILES. CLIENT ALSO ACKNOWLEDGES THAT CLIENT WILL EITHER OBTAIN ACCESS TO THE TELEPHONE NUMBER SUPPRESSION FILES, OR IF CLIENT DOES NOT OBTAIN ACCESS TO TELEPHONE NUMBER SUPPRESSION FILES, CLIENT WILL ONLY MAKE CALLS FOR PURPOSES PERMITTED BY LAW.
2. OWNERSHIP.
(A) THE TERM “EVOLVE MEDIA AGENCY PROPERTY” MEANS ALL PROGRAMS, FILES, SYSTEMS, DOCUMENTATION, INFORMATION, CONTENT, GRAPHICS, PAGE LAYOUTS, SERVICE DESIGNS, USER INTERFACES UTILIZED OR PROVIDED BY EVOLVE MEDIA AGENCY, WORK PRODUCT PRODUCED BY EVOLVE MEDIA AGENCY, AND DERIVATIVE WORKS OF ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, WEB SERVICES MADE AVAILABLE TO CLIENT BY EVOLVE MEDIA AGENCY, ANY HTML PROGRAMMING PERFORMED AS PART OF PROVIDING CLIENT WITH DATA AND ANY OTHER SPECIAL PROGRAMS, FUNCTIONALITIES, INTERFACES AND OTHER WORK PRODUCT, IDEAS, CONCEPTS OR TECHNIQUES WHICH EVOLVE MEDIA AGENCY MAY DEVELOP, USE OR RELY UPON IN PROVIDING THE DATA TO CLIENT.
(B) ALL EVOLVE MEDIA AGENCY PROPERTY SHALL BE AND WILL REMAIN THE PROPERTY OF EVOLVE MEDIA AGENCY AND ITS PARENT CORPORATE OWNER.
(C) EVOLVE MEDIA AGENCY SHALL BE THE SOLE AND EXCLUSIVE OWNER OF ALL PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS REGARDING EVOLVE MEDIA AGENCY PROPERTY AND THE DATA.
3. DISCLAIMER OF WARRANTIES.
EVOLVE MEDIA AGENCY DOES NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY DATA, SEARCH, OR LINK ON IT, OR THAT THE INFORMATION ON THE SERVICE IS COMPLETE OR ACCURATE. EVOLVE MEDIA AGENCY SHALL NOT BE HELD RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THE SERVICE OR PRODUCED BY SECONDARY DISSEMINATION OF INFORMATION ON THE SERVICE. THE SERVICE AND ITS DATA ARE DELIVERED ON AN "AS-IS" AND "AS- AVAILABLE" BASIS. EVOLVE MEDIA AGENCY CANNOT ENSURE THAT FILES CLIENT DOWNLOADS FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. EVOLVE MEDIA AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EVOLVE MEDIA AGENCY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SERVICE OR THE DATA, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, AND PUNITIVE AND CONSEQUENTIAL DAMAGES.
EVOLVE MEDIA AGENCY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD- PARTY USERS, THE SERVICE USERS, ADVERTISERS, AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE, OR OTHERWISE RELATED TO CLIENT’S USE OF THE SERVICE. EVOLVE MEDIA AGENCY IS NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY IN CONNECTION WITH OR REFERENCED ON THE SERVICE.
4. LIMITATION OF LIABILITY.
EVOLVE MEDIA AGENCY WILL NOT BE LIABLE FOR ANY CLAIM, DEMAND, LOSS, LIABILITY, DAMAGE, INJURIES, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND LEGAL COSTS), WHETHER GENERAL, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGE CAUSED IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY BY ANY USE OR MISUSE OF THE DATA OR ANY ALLEGED OR ACTUAL FAILURE BY EVOLVE MEDIA AGENCY TO COMPLY WITH THE TERMS OF THE AGREEMENT, WHETHER OR NOT ANY SUCH DAMAGES WERE FORESEEABLE OR WHETHER EVOLVE MEDIA AGENCY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVOLVE MEDIA AGENCY’S MAXIMUM LIABILITY WILL NOT EXCEED THE AMOUNT CLIENT PAID EVOLVE MEDIA AGENCY UNDER THE AGREEMENT WITHIN THE 1 MONTH PRECEDING THE EVENT THAT GAVE RISE TO EVOLVE MEDIA AGENCY’S LIABILITY.
5. OPT OUT SERVICE.
BY REGISTERING AND USING THE EVOLVE MEDIA AGENCY DATA DOWNLOAD SERVICE, CLIENT AGREES TO THE EVOLVE MEDIA AGENCY PRIVACY POLICY. TO OPT OUT OF OR CANCEL CLIENT’S MONTHLY SUBSCRIPTION SIMPLY EMAIL IAN@EVOLVEMEDIA.AGENCY REQUESTING CANCELLATION.
6. CLIENT’S INDEMNIFICATION OF EVOLVE MEDIA AGENCY.
CLIENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EVOLVE MEDIA AGENCY, ITS STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS AND AGENTS AGAINST ANY CLAIM, DEMAND, LOSS, LIABILITY, DAMAGE, INJURY COST OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND LEGAL COSTS) WHICH ARISES, DIRECTLY OR INDIRECTLY, OUT OF CLIENT’S ACT OR OMISSION WITH RESPECT TO THE DATA OR ANY VIOLATION OF THE AGREEMENT OR ANY VIOLATION OF LAWS.
7. INTERRUPTION OF SERVICE.
CLIENT ACKNOWLEDGES THAT TEMPORARY INTERRUPTIONS MAY OCCUR IN THE PROVISION OF DATA OR USE OF THE SERVICE AND THAT ANY SUCH INTERRUPTIONS SHALL NOT RESULT IN EVOLVE MEDIA AGENCY HAVING ANY LIABILITY TO CLIENT OR OTHERS. THIS SHALL NOT SUSPEND OR ELIMINATE CLIENT’S PAYMENT OBLIGATIONS TO EVOLVE MEDIA AGENCY OR PROVIDE CLIENT WITH ANY REFUND RIGHTS FOR AMOUNTS PREVIOUSLY PAID TO EVOLVE MEDIA AGENCY.
8. EVOLVE MEDIA AGENCY ACCESS.
IN ORDER TO USE CERTAIN FEATURES ON EVOLVE MEDIA AGENCY, CLIENT WILL BE REQUIRED TO SIGN UP AND PAY ON THE EVOLVE MEDIA AGENCY WEBSITE. BY REGISTERING WITH EVOLVE MEDIA AGENCY, CLIENT ACKNOWLEDGES AND AGREES TO RECEIVE E-MAIL CONFIRMING CLIENT’S REGISTRATION WITH EVOLVE MEDIA AGENCY, NOTICES ABOUT CLIENT’S ACCOUNT ACTIVITY AS WELL AS PROMOTIONAL MARKETING OF OTHER EVOLVE MEDIA AGENCY PRODUCTS AND SERVICES.
BY HAVING AN ACCOUNT WITH EVOLVE MEDIA AGENCY, CLIENT AGREES TO TAKE FULL RESPONSIBILITY FOR MAINTAINING THE CONFIDENTIALITY OF CLIENT’S ACCOUNT USER NAME, PASSWORD, AND ALL RELATED ACTIVITY THAT OCCURS UNDER CLIENT’S ACCOUNT USER NAME. IF CLIENT VIOLATES THESE TERMS, EVOLVE MEDIA AGENCY MAY, AT ITS SOLE DISCRETION, TERMINATE CLIENT’S ACCOUNT AND RESTRICT CLIENT’S ACCESS TO EVOLVE MEDIA AGENCY. IN CASES OF SUBSCRIPTION ACCESS, EVOLVE MEDIA AGENCY WILL CHARGE CLIENT’S APPLICABLE CREDIT CARD ACCORDING TO THE PRICING AND FREQUENCY DESCRIBED AT THE TIME OF SUBSCRIPTIONS SIGN-UP AND CLIENT AGREES TO ACCEPT THESE CHARGES. IN THE EVENT PAYMENT TO EVOLVE MEDIA AGENCY IS DENIED OR DECLINED, THE SUBSCRIPTION ACCESS RIGHTS MAY BE TERMINATED AT EVOLVE MEDIA AGENCY’S SOLE DISCRETION.
9. NO ASSIGNMENT BY CLIENT.
CLIENT MAY NOT ASSIGN CLIENT’S RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT TO ANY OTHER PERSON OR ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF EVOLVE MEDIA AGENCY, WHETHER BY OPERATION OF LAW OR OTHERWISE, AND ANY ATTEMPT TO DO SO SHALL BE VOID.
10. ADDITIONAL REMEDY OF TERMINATION.
IN ADDITION TO ALL OTHER LEGAL RIGHTS AND REMEDIES AVAILABLE TO EVOLVE MEDIA AGENCY FOR ANY APPARENT, THREATENED OR ACTUAL BREACH OR VIOLATION OF THE AGREEMENT BY CLIENT, EVOLVE MEDIA AGENCY HAS THE RIGHT TO TERMINATE THE AGREEMENT AND DEMAND IMMEDIATE RETURN OR DESTRUCTION OF ANY AND ALL DATA AT ANY TIME IF EVOLVE MEDIA AGENCY BELIEVES CLIENT IS NOT COMPLYING IN FULL WITH THE AGREEMENT.
11. GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD FOR THE PRINCIPLES OF CONFLICTS OF LAW OF THAT STATE OR ANY OTHER STATE. ANY LITIGATION OR OTHER DISPUTE RELATING TO OR ARISING UNDER THE AGREEMENT SHALL ONLY BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON AND CLIENT AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVE ANY OBJECTIONS TO THE VENUE OF ANY SUCH PROCEEDING IN THOSE COURTS.
12. ENTIRE AGREEMENT; AMENDMENT OR WAIVER.
THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN CLIENT AND EVOLVE MEDIA AGENCY AND SUPERSEDES ANY PRIOR UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT. THE AGREEMENT MAY ONLY BE AMENDED BY A DOCUMENT SIGNED BY CLIENT AND EVOLVE MEDIA AGENCY. NO WAIVER OF ANY BREACH OF THE AGREEMENT SHALL BE DEEMED A WAIVER OF A FUTURE BREACH, WHETHER OF A SIMILAR OR DIFFERENT NATURE, AND NO WAIVER SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE WAIVING PARTY.
IN THE EVENT THAT EVOLVE MEDIA AGENCY IS PROVIDING ANY KIND OF DOWNLOADABLE ASSETS, CREATIVE ASSET, A CHATBOT, MARKETING MATERIAL OF ANY KIND, CONTENT ASSETS, DIGITAL ASSETS, OR ANY AGENCY SERVICES FOR CLIENT, THEN THE BELOW ADDITIONAL TERMS ARE ALSO AGREED TO BY CLIENT.
CLIENT INVOLVEMENT:
WHEN THE NATURE OF THE SCOPE OF SERVICES REQUIRES, EVOLVE MEDIA AGENCY WILL WORK CLOSELY WITH CLIENT FOR REVIEWS/APPROVALS DURING THE SERVICES, INCLUDING IMPLEMENTATION. THIS INCLUDES BUT IS NOT LIMITED TO GETTING CLIENT APPROVALS FOR BLOG TITLE/TOPIC, BLOG OUTLINE, FULLY WRITTEN BLOG, FINAL VIDEO, LANDING PAGE DESIGN/CONTENT, AND EMAIL MARKETING CONTENT. CLIENT SHALL DESIGNATE A REPRESENTATIVE(S) TO COOPERATE AND ASSIST EVOLVE MEDIA AGENCY AS IS REASONABLY REQUIRED FOR EVOLVE MEDIA AGENCY TO EFFECTIVELY FULFILL AND PERFORM ITS SERVICES.
CLIENT AGREES TO GIVE APPROVALS OR CHANGE REQUESTS WITHIN 10 BUSINESS DAYS OF RECEIVING THEM. IF CLIENT TAKES LONGER THAN 10 DAYS TO APPROVE CHANGES OR GIVE CHANGE REQUESTS THEN THEY ARE IN BREACH OF CONTRACT AND EVOLVE MEDIA AGENCY RESERVES THE RIGHT TO EITHER EXTEND THE REVIEW TIME PERIOD OR CANCEL THIS AGREEMENT. IF CANCELLATION OCCURS, THEN EVOLVE MEDIA AGENCY MAY, SUBJECT TO ITS SOLE DISCRETION, PARTIALLY REFUND CLIENT BASED ON THE TOTAL AMOUNT OF WORK THAT WAS COMPLETED. EVOLVE MEDIA AGENCY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ISSUE NO REFUND AT ALL. CLIENT AGREES TO WAIVE THEIR RIGHT OF DISPUTING CREDIT/DEBIT CARD PAYMENT IN THE EVENT EVOLVE MEDIA AGENCY CHOOSES TO ISSUE NO REFUND.
CONTENT OWNERSHIP:
ALL CAMPAIGNS, TRADEMARKS, SERVICE MARKS, SLOGANS, ARTWORK, WRITTEN MATERIALS, DRAWINGS, PHOTOGRAPHS, GRAPHIC MATERIALS, FILM, MUSIC, TRANSCRIPTIONS, OR OTHER MATERIALS THAT ARE SUBJECT TO COPYRIGHT, TRADEMARK, PATENT, OR SIMILAR PROTECTION PRODUCED OR PROVIDED BY EVOLVE MEDIA AGENCY TO CLIENT ARE THE PROPERTY OF THE CLIENT PROVIDED: (I) SUCH MATERIALS ARE ACCEPTED IN WRITING BY THE CLIENT WITHIN TWELVE (12) MONTHS OF BEING PROPOSED/PRODUCED BY EMA; AND (II) CLIENT PAYS ALL FEES AND COSTS ASSOCIATED WITH CREATING AND, WHERE APPLICABLE, PRODUCING SUCH MATERIALS. ANY MATERIALS PRODUCED TO CLIENT, AND CLIENT THEREAFTER DOES NOT MEET THE TWO FOREGOING CONDITIONS, SHALL REMAIN EXCLUSIVE PROPERTY OF EVOLVE MEDIA AGENCY AND CLIENT SHALL RETURN SUCH MATERIAL IMMEDIATELY.
PROVIDED THAT CLIENT HAS FULLY PAID EVOLVE MEDIA AGENCY FOR THE SERVICES AGREED TO UNDER THE APPLICABLE STATEMENT OF WORK, THE CLIENT FULLY OWNS ALL CONTENT AND MARKETING MATERIALS PROVIDED TO CLIENT OR PRODUCED TO CLIENT.
AUTHORIZATION FOR ELECTRONIC PAYMENT:
CLIENT AUTHORIZES EVOLVE MEDIA AGENCY, TO MAKE DIRECT PAYMENT BY CHARGE OF CLIENT’S CHECKING/SAVINGS/CREDIT CARD ACCOUNT FROM THE FINANCIAL INSTITUTION USED TO MAKE PAYMENT. CLIENT AGREES THAT IF EVOLVE MEDIA AGENCY ALREADY HAS CLIENT’S PAYMENT METHOD ON FILE THEN EVOLVE MEDIA AGENCY WILL CHARGE THAT PAYMENT METHOD FOR THE AMOUNT SHOWN ABOVE AFTER THIS AGREEMENT IS SIGNED BY CLIENT. (THIS AUTHORITY WILL REMAIN IN EFFECT UNTIL CLIENT NOTIFIES EVOLVE MEDIA AGENCY IN WRITING TO TERMINATE THE AUTHORIZATION.)
CLIENT AUTHORIZES EVOLVE MEDIA AGENCY TO INITIATE THE CREDIT CARD, DEBIT CARD OR ACH PAYMENT(S) DESCRIBED IN THE SCOPE OF WORK SECTION. IF NECESSARY, CLIENT ALSO AUTHORIZES EVOLVE MEDIA AGENCY TO INITIATE TRANSACTIONS TO CORRECT ANY ERRONEOUS PAYMENT TRANSACTION. IF ANY PAYMENT DATE FALLS ON A WEEKEND OR HOLIDAY, CLIENT UNDERSTANDS AND AGREES THAT THE PAYMENT MAY BE EXECUTED ON THE NEXT BUSINESS DAY.
CLIENT CERTIFIES, UNDERSTANDS AND AGREES THAT CLIENT IS AN AUTHORIZED USER OF ANY CREDIT OR DEBIT CARD IDENTIFIED ON THE INVOICE ASSOCIATED WITH THIS AGREEMENT, OR IS AN AUTHORIZED SIGNER ON ANY DEPOSIT ACCOUNT IDENTIFIED ON THE INVOICE; (II) THAT CLIENT WILL NOT DISPUTE ANY SCHEDULED PAYMENT PROVIDED THE TRANSACTION CORRESPONDS TO THE TERMS OF CLIENT’S AUTHORIZATION; (III) THE ORIGINATION OF ACH TRANSACTIONS MUST COMPLY WITH THE PROVISIONS OF APPLICABLE LAW AND THE RULES AND OPERATING GUIDELINES OF NACHA (FORMERLY KNOWN AS THE NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION); (IV) CLIENT’S FINANCIAL INSTITUTION THAT ISSUES CLIENT’S CREDIT CARD OR DEBIT CARD OR HOLDS THE DEPOSIT ACCOUNT IDENTIFIED ON THE INVOICE IS AUTHORIZED TO HONOR ALL PAYMENTS INITIATED IN ACCORDANCE WITH THIS AUTHORIZATION; (V) EACH TRANSACTION WILL APPEAR ON CLIENT’S BANK STATEMENT; AND (VI) CLIENT SHOULD PRINT A COPY OF THIS AUTHORIZATION FORM FOR THEIR RECORDS.
CLIENT AUTHORIZES RECURRING PAYMENTS AND CLIENT ALSO UNDERSTANDS AND AGREES THAT: (I) THIS AUTHORIZATION WILL REMAIN IN EFFECT UNTIL THE PAYMENTS AUTHORIZED HAVE BEEN COMPLETED OR CLIENT CANCELS THIS AUTHORIZATION IN WRITING; (II) IF CLIENT’S PAYMENT AMOUNT CHANGES,CLIENT WILL RECEIVE NOTICE FROM EVOLVE MEDIA AGENCY AT LEAST 10 DAYS PRIOR TO THE PAYMENT BEING COLLECTED; AND (III) CLIENT WILL NOTIFY EVOLVE MEDIA AGENCY IN WRITING AT THE ADDRESS STATED ABOVE OR VIA EMAIL TO IAN@EVOLVEMEDIA.AGENCY OF ANY CHANGES IN CLIENT’S ACCOUNT INFORMATION OR TERMINATION OF THIS AUTHORIZATION AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE NEXT BILLING DATE.
IT IS UNDERSTOOD THAT EVOLVE MEDIA AGENCY MAY, ON OCCASION, LICENSE MATERIALS, OR USE COPYRIGHTED MATERIAL WITHIN FAIR USE, FROM THIRD PARTIES FOR INCLUSION IN CLIENT’S CONTENT. IN SUCH CIRCUMSTANCES, OWNERSHIP OF SUCH LICENSED MATERIALS REMAINS WITH THE LICENSOR AT THE CONCLUSION OF THE TERM OF THE LICENSE. IN SUCH INSTANCES, CLIENT AGREES THAT IT REMAINS BOUND BY THE TERMS OF SUCH LICENSES. EVOLVE MEDIA AGENCY WILL KEEP CLIENT INFORMED OF ANY SUCH LIMITATIONS. CLIENT ACKNOWLEDGES AND AGREES THAT EVOLVE MEDIA AGENCY DOES NOT OWN OR HOLD ANY INTEREST IN ANY DESIGN, MARK, LOGO, OR OTHER MATERIALS PRODUCED OR PROVIDED OTHER THAN ITS OWN EVOLVE MEDIA AGENCY LOGO/DESIGN.
INDEMNITY:
CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EVOLVE MEDIA AGENCY, ITS AGENTS, REPRESENTATIVES, MEMBERS, EMPLOYEES, OWNERS, OFFICERS, CONTRACTORS, DIRECTORS, ATTORNEYS, RELATED ENTITIES, SUCCESSORS, ASSIGNS AND RELATED PARTIES OF EVOLVE MEDIA AGENCY FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, CAUSES OF ACTION, DAMAGE, LAWSUITS, JUDGMENTS, INCLUDING ATTORNEYS’ FEES AND COSTS, ARISING OUT, RELATING TO OR PERTAINING TO ANY THE WORK OR SCOPE OF SERVICES PROVIDED OR PERFORMED BY EVOLVE MEDIA AGENCY.
CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS EVOLVE MEDIA AGENCY, ITS AGENTS, REPRESENTATIVES, MEMBERS, EMPLOYEES, OWNERS, OFFICERS, DIRECTORS, CONTRACTORS, ATTORNEYS, RELATED ENTITIES, SUCCESSORS, ASSIGNS AND RELATED PARTIES OF EVOLVE MEDIA AGENCY OF AND FROM AND AGAINST ANY THIRD-PARTY CLAIMS, DAMAGES AND LIABILITIES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS, REGARDLESS OF THE FORM OF THE ACTION OR NATURE OF THE CLAIMS THAT ARISE OUT OF, OR IS IN CONNECTION WITH (I) ANY MATERIALS, ASSETS, OR CONTENT PROVIDED BY OR PRODUCED BY EVOLVE MEDIA AGENCY TO CLIENT INCLUDING WITHOUT LIMITATION ANY CLAIMS OF MISAPPROPRIATION OR INFRINGEMENT (II) ANY CLAIMS IN TORT INCLUDING WITHOUT LIMITATION DEFAMATION, INVASION OF PRIVACY, LIBEL, SLANDER, PIRACY, NEGLIGENCE, TORTIOUS INTERFERENCE, OR PLAGIARISM; (III) ANY LICENSING; AND/OR (IV) EVOLVE MEDIA AGENCY'S SCOPE OF SERVICES PROVIDED TO CLIENT.
CLIENT ACCEPTS SOLE RESPONSIBILITY AND LIABILITY FOR ALL IMAGES, VIDEOS, ASSETS, CONTENT, WRITTEN OR OTHERWISE, OR MATERIALS USED TO CREATE CLIENT’S DIGITAL OR PRINT MARKETING INCLUDING WITHOUT LIMITATIONS LANDING PAGES, VIDEOS, ADS, EMAILS, AND ANY OTHER CONTENT THAT EVOLVE MEDIA AGENCY PRODUCES OR PROVIDES FOR CLIENT.
CLIENT AGREES AND ACKNOWLEDGES THAT THE OBLIGATIONS SET FORTH IN THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
NO RESTRICTIONS AND LAWFUL CONDUCT. CLIENT REPRESENTS AND WARRANTS THAT CLIENT IS NOT A PARTY TO ANY OTHER CONTRACT, AGREEMENT, OR ANY OTHER RESTRICTION (“RESTRICTIONS”) WHICH WOULD BE VIOLATED BY CLIENT’S RELATIONSHIP WITH EVOLVE MEDIA AGENCY OR ANY OF EVOLVE MEDIA AGENCY'S SERVICES TO CLIENT. CLIENT REPRESENTS AND WARRANTS THAT THERE ARE NO RESTRICTIONS WHICH WOULD, IN ANY MANNER WHATSOEVER, PROHIBIT, RESTRICT OR IMPACT CLIENT’S ABILITY TO HAVE A RELATIONSHIP WITH EVOLVE MEDIA AGENCY OR FOR CLIENT TO SUBMIT TO EVOLVE MEDIA AGENCY ANY MATERIALS RELATED TO EVOLVE MEDIA AGENCY'S SERVICES OR SCOPE OF WORK FOR CLIENT OR THIS AGREEMENT.
CLIENT SHALL NOT USE EVOLVE MEDIA AGENCY, EVOLVE MEDIA AGENCY'S SERVICES OR ITS END PRODUCT IN ANY WAY THAT (I) INFRINGES ON ANY THIRD PARTY’S COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OR RIGHTS OF PUBLICITY OR PRIVACY, (II) VIOLATES ANY LAW, CODES, STATUTE, ORDINANCE OR REGULATION, OR (III) IS DEFAMATORY, TRADE LIBELOUS, UNLAWFULLY THREATENING OR UNLAWFULLY HARASSING. THIS INCLUDES WITHOUT LIMITATION CLIENT’S EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT IT SHALL NOT PROVIDE OR SUBMIT, REGARDLESS OF THE MEANS OR FORM, ANY MATERIALS TO EVOLVE MEDIA AGENCY WHICH DOES, OR WOULD, VIOLATE ANY LAW, CODE, STATUTE, RULE OR REGULATION, INCLUDING WITHOUT LIMITATION THE U.S. COPYRIGHT ACT, 17 U.S.C. §§ 101 – 810, OR THE COMMON-LAW DOCTRINE OF FAIR USE. MOREOVER, CLIENT AGREES AND ACKNOWLEDGES THAT IT SHALL NOT PROVIDE OR SUBMIT, REGARDLESS OF THE MEANS OR FORM, ANY MATERIALS TO EVOLVE MEDIA AGENCY THAT MAY REASONABLY EXPOSE EVOLVE MEDIA AGENCY TO POTENTIAL LIABILITY, REGARDLESS OF THE FORM, UNDER ANY LAW, CODE, STATUTE, RULE OR REGULATION, INCLUDING WITHOUT LIMITATION THE U.S. COPYRIGHT ACT, 17 U.S.C. §§ 101 – 810, OR THE COMMON-LAW DOCTRINE OF FAIR USE. CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS EVOLVE MEDIA AGENCY, ITS AGENTS, REPRESENTATIVES, MEMBERS, EMPLOYEES, OWNERS, OFFICERS, DIRECTORS, ATTORNEYS, RELATED ENTITIES, SUCCESSORS, ASSIGNS AND RELATED PARTIES OF EVOLVE MEDIA AGENCY OF AND FROM AND AGAINST ANY AND ALL LIABILITY, EXPENSES, COSTS AND ATTORNEYS’ FEES AND THE COST OF ANY SETTLEMENT INCURRED BY EVOLVE MEDIA AGENCY IN CONNECTION WITH AND FROM ANY AND ALL MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, PROCEEDINGS, DEBTS, DUES, CONTRACTS, JUDGMENTS, DAMAGES, COSTS, EXPENSES, ATTORNEYS’ FEES, CLAIMS, AND DEMANDS WHATSOEVER IN LAW OR EQUITY WHICH, IN ANY MANNER, ARISE OUT OF OR RELATE TO, ANY VIOLATION OF THIS SECTION, REGARDLESS OF CLIENT’S INTENT OR KNOWLEDGE OF SUCH VIOLATION.
CONFIDENTIAL INFORMATION:
CLIENT SHALL NOT, DURING THE PERIOD OF THIS AGREEMENT AND FOR A PERIOD OF THREE (3) YEARS IMMEDIATELY FOLLOWING THE END OF THIS AGREEMENT, FOR ANY REASON WHATSOEVER, DISCLOSE OR USE, FOR THE BENEFIT OF CLIENT OR ANY OTHER PERSON, PARTNERSHIP, CORPORATION, ASSOCIATION, JOINT VENTURE OR OTHER ENTITY, ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION OF EVOLVE MEDIA AGENCY. THE FOLLOWING ARE, WITHOUT LIMITATION, CONFIDENTIAL INFORMATION AND TRADE SECRETS OF EMA: THE IDENTITY OF ITS CUSTOMERS, SUPPLIERS AND VENDORS, EVOLVE MEDIA AGENCY'S PAST, CURRENT AND PROSPECTIVE PRODUCTS, EVOLVE MEDIA AGENCY'S PRICING STRATEGIES, EVOLVE MEDIA AGENCY'S PROCESSES, EVOLVE MEDIA AGENCY'S OWN MARKETING PLANS AND STRATEGIES, EVOLVE MEDIA AGENCY'S BUSINESS PROJECTIONS, INFORMATION CONCERNING EVOLVE MEDIA AGENCY'S BUSINESS OPERATIONS AND INTERNAL STRUCTURE, OR ANY OTHER FINANCIAL INFORMATION.
WARRANTY:
EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE EVOLVE MEDIA AGENCY'S SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EVOLVE MEDIA AGENCY NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. EVOLVE MEDIA AGENCY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN EVOLVE MEDIA AGENCY'S SERVICE OR DELIVERED WORK.
LIMITATION OF LIABILITY.
EVOLVE MEDIA AGENCY WILL NOT BE LIABLE FOR ANY CLAIM, DEMAND, LOSS, LIABILITY, DAMAGE, INJURIES, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND LEGAL COSTS), WHETHER GENERAL, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGE CAUSED IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY BY ANY USE OR MISUSE OF THE SERVICE PROVIDED OR ANY ALLEGED OR ACTUAL FAILURE BY EVOLVE MEDIA AGENCY TO COMPLY WITH THE TERMS OF THE AGREEMENT, WHETHER OR NOT ANY SUCH DAMAGES WERE FORESEEABLE OR WHETHER OR NOT EVOLVE MEDIA AGENCY WAS NEGLIGENT IN THEIR ACTIONS OR WHETHER EVOLVE MEDIA AGENCY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVOLVE MEDIA AGENCY'S MAXIMUM LIABILITY WILL NOT EXCEED THE AMOUNT PAID TO EVOLVE MEDIA AGENCY UNDER THE AGREEMENT WITHIN THE 1 MONTH PRECEDING THE EVENT THAT GAVE RISE TO EVOLVE MEDIA AGENCY'S LIABILITY. EVOLVE MEDIA AGENCY IS NOT LIABLE FOR BREACH-OF-CONTRACT DAMAGES OR LOSSES THAT EVOLVE MEDIA AGENCY COULD NOT REASONABLY HAVE FORESEEN OR COULD HAVE FORESEEN WHEN IT ENTERED THIS CONTRACT. UNDER NO CIRCUMSTANCES WILL EVOLVE MEDIA AGENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES (INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER FORM OF ACTION)—EVEN IF SAID DAMAGE OR LOSS IS THE DIRECT RESULT OF EVOLVE MEDIA AGENCY’S NEGLIGENCE OR BREACH OF CONTRACT.
PAYMENT POLICY:
UNLESS OTHERWISE SET FORTH IN THE APPLICABLE STATEMENT OF WORK, PAYMENT FOR ANY SERVICES OF EVOLVE MEDIA AGENCY IS DUE UP FRONT IN FULL BEFORE ANY WORK IS TO BE STARTED. PAYMENT IS DUE UPON EXECUTION OF THE APPLICABLE STATEMENT OF WORK.
CONTRACT DURATION:
THIS CONTRACT OFFICIALLY STARTS WHEN IT’S SIGNED AND ENDS WHEN EVOLVE MEDIA AGENCY HAS COMPLETED THE SCOPE OF WORK OR WHEN WRITTEN NOTICE OF CANCELLATION HAS BEEN GIVEN BY EITHER CLIENT OR EVOLVE MEDIA AGENCY. IF THE SCOPE OF WORK IS A MONTHLY MANAGEMENT SERVICE THEN THE CONTRACT WILL BE RENEWED MONTHLY UNTIL WRITTEN NOTICE OF CANCELLATION HAS BEEN GIVEN BY CLIENT. FOR MONTHLY MANAGEMENT SERVICES CLIENT AUTHORIZES EVOLVE MEDIA AGENCY TO CHARGE THE PAYMENT METHOD EVOLVE MEDIA AGENCY HAS ON FILE EACH MONTH ON THE SAME DAY THAT THE MANAGEMENT SERVICE STARTED UNTIL CLIENT REQUESTS CANCELLATION IN WRITING.
CANCELLATION / REFUND POLICY:
IN THE EVENT THAT THE CLIENT CANCELS THIS AGREEMENT AND/OR ANY STATEMENT OF WORK PRIOR TO THE COMPLETION OF THE AGREED UPON SCOPE OF WORK, THEN EVOLVE MEDIA AGENCY MAY, SUBJECT TO ITS SOLE DISCRETION, PARTIALLY REFUND CLIENT BASED ON THE TOTAL AMOUNT OF WORK THAT WAS COMPLETED. EVOLVE MEDIA AGENCY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ISSUE NO REFUND AT ALL. CLIENT AGREES TO WAIVE THEIR RIGHT OF DISPUTING CREDIT/DEBIT CARD PAYMENT IN THE EVENT EVOLVE MEDIA AGENCY CHOOSES TO ISSUE NO REFUND.
NOTICE AND CURE. CLIENT AGREES AND ACKNOWLEDGES THAT IT SHALL FIRST GIVE EVOLVE MEDIA AGENCY WRITTEN NOTICE OF ANY DISPUTE, CONTROVERSY OR CLAIM CLIENT BELIEVES, IN GOOD FAITH, CLIENT MAY HAVE WITH OR AGAINST EVOLVE MEDIA AGENCY, OR IN WHICH EVOLVE MEDIA AGENCY MAY BECOME A PARTY TO OR THE SUBJECT OF. EVOLVE MEDIA AGENCY SHALL HAVE THIRTY (30) DAYS FROM RECEIPT OF THE WRITTEN NOTICE IN WHICH TO RESPOND, IF NECESSARY, AND ATTEMPT TO NEGOTIATE, CURE OR RESOLVE THE DISPUTE, CONTROVERSY OR CLAIM. THE WRITTEN NOTICE SHALL CONTAIN SUFFICIENT DETAIL TO PERMIT EVOLVE MEDIA AGENCY TO ASSESS AND RESPOND, IF NECESSARY, AND ATTEMPT TO NEGOTIATE, CURE OR RESOLVE THE DISPUTE, CONTROVERSY OR CLAIM WITH FINALITY. THE NOTICE SHALL BE PROVIDED TO EVOLVE MEDIA AGENCY EMAIL, WITH A “READ AND RECEIVED” RECEIPT REQUIRED, AND SENT TO: IAN SMITH, PRESIDENT, IAN@EVOLVEMEDIA.AGENCY. EVOLVE MEDIA AGENCY MAY TERMINATE THIS AGREEMENT, AND ANY OR ALL STATEMENTS OF WORK, AT ANY TIME AND AT ITS SOLE DISCRETION, WITH OR WITHOUT CAUSE, UPON WRITTEN NOTICE TO CLIENT.
WAIVER. THE PARTIES AGREE THAT FAILURE OF ANY PARTY TO INSIST UPON STRICT PERFORMANCE OF THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY RIGHTS TO ENFORCE THIS AGREEMENT. NO WAIVER OF ANY BREACH OR DEFAULT HEREUNDER SHALL BE DEEMED A WAIVER OF ANY SUBSEQUENT BREACH OR DEFAULT.
SEVERABILITY. SHOULD ANY PROVISION OF THIS AGREEMENT BE DECLARED OR DETERMINED TO BE INVALID, THE VALIDITY OF THE REMAINING PARTS, TERMS, OR PROVISIONS SHALL NOT BE AFFECTED THEREBY, AND THE INVALID PART, TERM, OR PROVISION SHALL BE MODIFIED, IF POSSIBLE, TO MAKE IT VALID OR, IF MODIFICATION IS NOT POSSIBLE, SUCH PART, TERM OR PROVISION SHALL BE DEEMED NOT TO BE A PART OF THIS AGREEMENT.
ENTIRE AGREEMENT. THIS AGREEMENT, ALONG WITH ANY FULLY EXECUTED STATEMENT(S) OF WORK BETWEEN THE PARTIES, REPRESENT THE FULL, COMPLETE AND ENTIRE AGREEMENT BETWEEN THE PARTIES.
RELATIONSHIP OF PARTIES:
NEITHER PARTY IS NOR SHALL BE A PARTNER, JOINT-VENTURER, AGENT OR REPRESENTATIVE OF THE OTHER PARTY SOLELY BY VIRTUE OF THIS AGREEMENT OR RELATED STATEMENT(S) OF WORK. NEITHER PARTY HAS THE RIGHT, POWER OR AUTHORITY TO ENTER INTO ANY CONTRACT OR INCUR ANY OBLIGATION, DEBT OR LIABILITY ON BEHALF OF THE OTHER PARTY.
AMENDMENTS:
ANY AMENDMENTS TO THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY EVOLVE MEDIA AGENCY AND CLIENT.
HEADINGS/TITLES:
THE TITLES OR HEADINGS OF ANY SECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT, RESTRICT OR ALTER THE CONTENT, MEANING OR EFFECT THEREOF.
AUTHORITY TO BIND. UPON EXECUTION OF THIS AGREEMENT, AND ANY AGREED UPON STATEMENT(S) OF WORK, CLIENT ACKNOWLEDGES ITS ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED HEREIN. BY EXECUTING THIS AGREEMENT, AND ANY AGREED UPON STATEMENT(S) OF WORK, THE SIGNATORY REPRESENTS AND WARRANTS THEY HAVE FULL AND UNRESTRICTED AUTHORITY TO ENTER INTO THIS AGREEMENT. IF THE CLIENT OR SIGNATORY IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LLC, CORPORATION, PARTNERSHIP, OR ANY OTHER ENTITY (COLLECTIVELY, “ENTITY”), THEY REPRESENT AND WARRANT THEY HAVE FULL AND UNRESTRICTED AUTHORITY TO ENTER INTO THIS ON BEHALF OF ENTITY. IN THE EVENT THE SIGNATORY ON BEHALF OF ENTITY DOES NOT HAVE FULL AND UNRESTRICTED AUTHORITY TO ENTER INTO THIS AGREEMENT, THEY AGREE THEY CAN BE PERSONALLY JOINTLY AND SEVERALLY LIABLE FOR ANY DAMAGES INCURRED BY EVOLVE MEDIA AGENCY ARISING OUT OF, RELATED TO OR ASSOCIATED WITH THIS AGREEMENT AND EVOLVE MEDIA AGENCY'S SERVICES TO CLIENT.
NO ASSIGNMENT. THIS AGREEMENT SHALL NOT BE ASSIGNED BY EITHER PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY. COPIES AND COUNTERPARTS. ANY TRUE FULLY EXECUTED COPY OF THIS AGREEMENT, INCLUDING ANY FULLY EXECUTED COPY HEREOF AND ANY STATEMENT(S) OF WORK, SHALL BE DEEMED TO CONSTITUTE AN ORIGINAL OF THE SAME. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND ANY E-SIGNATURE OR CLICKING TO ACCEPT TERMS OF THIS AGREEMENT WHEN REQUIRED TO DO SO SHALL BE DEEMED TO BE AN EXECUTION AND ACKNOWLEDGEMENT BY CLIENT OF THE TERMS OF THIS AGREEMENT ON THAT DATE AND FOR ALL OTHER PURPOSES SHALL BE DEEMED THE EFFECTIVE DATE OF EXECUTION.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. CLIENT AGREES TO FIRST COMPLY WITH THE NOTICE AND CURE PROVISIONS SET FORTH IN THIS AGREEMENT INCLUDING THOSE PROVISIONS WITH RESPECT TO ANY STATEMENT(S) OF WORK. ANY LEGAL PROCEEDINGS OF ANY NATURE BROUGHT BY ANY PARTY TO THIS AGREEMENT ARISING FROM OR ASSOCIATED WITH THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY STATEMENTS OF WORK, SHALL BE BROUGHT ONLY IN THE CIRCUIT COURT IN AND FOR ORANGE COUNTY, FLORIDA AND THE PARTIES HERETO EXPRESSLY CONSENT TO JURISDICTION AND VENUE IN ORANGE COUNTY, FLORIDA, AND CLIENT VOLUNTARILY AGREES TO SUBMIT TO THE JURISDICTION OF THIS COURT. IN THE EVENT OF ANY LEGAL PROCEEDINGS OF ANY NATURE BROUGHT BY ANY PARTY TO THIS AGREEMENT OR ARISING FROM OR ASSOCIATED WITH THIS AGREEMENT, OR EVOLVE MEDIA AGENCY'S SERVICES TO CLIENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS AND REASONABLE ATTORNEYS’ FEES INCLUDING FEES, EXPENSES AND COSTS INCURRED IN ADVANCE OF FILING SUIT, DURING SUIT AND FEES AND COSTS ON APPEAL. IN THE EVENT OF ANY LITIGATION ARISING FROM THIS AGREEMENT, ANY SERVICES OF EVOLVE MEDIA AGENCY TO CLIENT UNDER THIS AGREEMENT, OR ANY STATEMENT OF WORK EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY SUCH ACTION.