These Terms and Conditions are entered into by and between Digi eMarketing ("Contractor") and the above-identified ("Client") and form an agreement governing the provision of services by Contractor for Client according to Contractor's above Proposal (the "Proposal," and together with these Terms and Conditions, the "Agreement"). The contractor and Client may be referred to herein individually as a "Party" and collectively as the "Parties." 

 

Effective Date. This Agreement will become effective on the date of Client's acceptance of Contractor's Proposal. 

 

Services. The Contractor will provide the Client with the services outlined in the Proposal (the "Services") under the schedule or time frame specified in the Proposal (the "Schedule," or if no such Schedule is specified, within a reasonably timely manner). 

 

Client Cooperation. Client acknowledges and agrees that Contractor's timely and professional provision of the Services is dependent and subject at all times to Client's cooperation and timely provision of all content and materials necessary for the completion of the Services  (the "Client Materials"). 

 

Fees. As compensation for the Services, Client will pay Contractor the fees outlined in the Proposal (the "Fees"). The Fees outlined in the Proposal are exclusive of any taxes, assessments, or other governmental charges. 

 

Payment. The Client will pay the Fees to Contractor according to the Schedule outlined in the Proposal, or if no such Schedule, within five business days following Contractor's submission of an invoice to Client. If Client fails to pay the Fees within five business days of being due, Contractor may charge penalty interest of 10% per month or the greatest amount permitted by law, whichever is lower. 

 

Changes. If the Client makes any requests for additional work beyond the scope of the Services outlined in the Proposal, the Contractor may amend the Fees or otherwise provide the Client with a separate proposal for such additional work that the Parties will mutually execute.

 

Expenses. The Client will reimburse the Contractor for all reasonable expenses, as set forth Contractor's invoice or otherwise pre-approved by the Client in writing. 

 

Term. This Agreement will become effective on the Effective Date and continue until terminated by either Party as set forth herein.  

 

Termination for Cause. Either Party may terminate this Agreement if the other Party is in material default of this Agreement and fails to cure such default within 30 days following written notice of the default to by the non-defaulting Party. 

 

Termination without Cause. Either Party may terminate this Agreement upon three business days following written notice to the other Party. Upon termination by Client as outlined in this section, Client will pay to Contractor all Fees and expenses incurred for Services performed by Contractor prior to the effective termination of this Agreement. 

 

Representations and Warranties. Each Party represents and warrants to the other Party that it has the full right and power to enter into this Agreement and that the terms of this Agreement do not in any way conflict with any existing commitment of that Party. 

 

Client Materials. Client grants Contractor the right to use the Client Materials to provide the Services according to this Agreement. The Client understands and acknowledges that the Client is solely responsible for the content, completeness, and accuracy of all materials provided by the Client to the Contractor to complete the Services. In no event will Contractor be liable for any inaccuracy, error, mistake, or insufficiency resulting from the Contractor's use of the Client Materials. 

 

Confidentiality. "Confidential Information" means any information that either Party discloses or provides access (directly or indirectly) (the "Disclosing Party") to the other Party (the "Receiving Party") in any mediums (whether oral, written, graphic, or in any other form). The Receiving Party agrees that it will take all reasonable precautions to protect and safeguard the Confidential Information and will not disclose any Confidential Information except (1) to those of its employees, officers, consultants, attorneys, or accountants who have a need to know the Confidential Information and are bound to confidentiality obligations similar to those outlined in this Agreement; or (2) if the Receiving Party is required to disclose the Confidential Information in connection with any judicial, governmental, or administrative proceedings or pursuant to applicable law. This section will survive the termination of this Agreement.

DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR WILL NOT BE LIABLE TO THE CLIENT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES ARISING FROM ERRORS, MISTAKES, OR INACCURACIES IN CLIENT CONTENT; LOSS OF USE OR PROFITS RESULTING FROM THE USE OF ANY DELIVERABLES PROVIDED BY CONTRACTOR; OR ANY EVENTS BEYOND THE REASONABLE CONTROL OF CONTRACTOR, INCLUDING INTERNET FAILURES, ACTS OF GOD, WAR, TERRORISM, FIRES, FLOODS, OR NON-PERFORMANCE BY ANY THIRD PARTIES. THE CONTRACTOR DISCLAIMS ALL WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, IN CONNECTION TO THE RESULTS THAT MAY BE OBTAINED FROM THE CLIENT'S USE OF THE SERVICES OR THE DELIVERABLES PROVIDED IN CONNECTION WITH THE SERVICES. 

 

Limitation of Liability. To the fullest extent permitted by law, in no event, whether the claim is based in contract, tort, strict liability, or otherwise, will Contractor's aggregate liability to Client arising out of or in connection to this Agreement exceed the Fees actually paid by Client to Contractor pursuant to this Agreement during a period of twelve (12) months preceding the event giving rise to such liability. This section will survive the termination of this Agreement.

 

Indemnification. Client agrees to defend and hold Contractor harmless against all actual or alleged claims, damages, costs, liability, and expenses (including, but not limited to, reasonable attorneys' fees), arising out of, or related to, Client's breach of this Agreement and Contractor's use of any Client Content pursuant to this Agreement. This section will survive the termination of this Agreement.

 

Conflict. In the event of any conflict between the terms of these Terms and Conditions and the terms of the Proposal, the terms set forth in these Terms and Conditions will control with respect to such conflict, unless stated otherwise in the applicable Proposal.

 

Notices. Any notice given by one Party to the other Party in connection with this Agreement will be given in writing and will be sent by email, first-class mail, or certified or registered mail with return receipt requested, and will be deemed to have been given 5 business days after mailing, 48 hours after transmission of email, or immediately upon explicit acknowledgment of receipt. Notice may be provided to the addresses for the Parties as set forth on the Proposal, or to such other addresses as the Parties may from time to time notify each other in writing.

 

Relationship of the Parties. The relationship of the Parties is that of independent contractors. The Parties agree that this Agreement does not create an employment, agency, partnership, or similar relationship between the Parties. 

 

Modification and Amendment. This Agreement may be modified, supplemented, amended, or revised only in a writing signed by both of the Parties.

 

Governing Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of Texas, without regard to any conflict of law principles. 

 

Venue. Any legal action or proceeding relating to this Agreement will be instituted in the courts of Texas. The Parties agree to submit to the exclusive jurisdiction of such courts in any such legal action or proceeding. 

 

Assignment. This Agreement is specific to the Client and may not be assigned, in whole or in part, by the Client without the express written consent of the Contractor.

 

Severability. If any provision of this Agreement is held invalid or unenforceable, whether in whole or in part, for any reason, such holding will not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

 

Waiver. No waiver of any provision of this Agreement will be binding unless executed in writing by the Party making the waiver, nor will any waiver constitute a continuing waiver or be deemed a waiver of any other provision of this Agreement. 

 

Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all other agreements between the Parties, whether written or oral, with respect to the subject matter hereof.

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