1.1. Scope. Company shall provide services to Client pursuant to each EXHIBIT and any addendum by email will be marked accordingly , or attached, which specifies the Services, applicable fees, scope of work, and/or appropriate project timelines, as well as any terms and conditions which differ from or add to the general provisions of this Agreement, as mutually agreed upon from time to time by the Parties pursuant to this Agreement (services described in each EXHIBIT are collectively referred to as the “Services”). Each EXHIBIT shall specify the Services to be provided, including, but not limited to, all deliverables (“Deliverables”), and other that shall govern the Services rendered under each EXHIBIT.
1.2. EXHIBIT Authorization and Modification. The EXHIBIT is to be signed on behalf of Client exclusively by authorized individuals of Client. Any deviation from or modification to an EXHIBIT must be by mutual agreement, in writing, by the Parties. In the event of any conflict or inconsistency between the provisions of an EXHIBIT and the provisions of this Agreement, the provisions of the EXHIBIT will govern and control with respect to the interpretation of that EXHIBIT; provided, however, that the provisions of the EXHIBIT will fully be so construed as to give effect to the applicable provisions of this Agreement possible.
1.3. Acceptance of Deliverables. Unless otherwise agreed to in an EXHIBIT, Client shall have ten (10) business days following Company’s delivery of any Deliverable described in an EXHIBIT to accept the Deliverable. Client’s acceptance shall be deemed to have occurred upon the expiration of the ten-business day review period. If Client does not accept the Deliverable, Company shall have a reasonable period of time (not to exceed ten (10) business days unless otherwise agreed to by the Parties) to remedy the deficiencies or to present a plan to remedy the deficiency which is reasonably acceptable to Client.
- FEES, PAYMENT AND TAXES
2.1. Fees for Services. Client will pay Company the charges set forth in each EXHIBIT (the “Fee”). Unless otherwise specified in the applicable EXHIBIT.
2.2. Invoicing and Payment. Unless otherwise stated in an EXHIBIT, Company shall invoice Client on-a-monthly basis. Client shall pay Company upon receipt of invoice for any of the Services provided or incurred hereunder. Company may charge Client interest and late fees on any overdue and unpaid portion of the Fees in an amount one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is less.
2.3. Taxes. The fees and expenses for Services are inclusive of all taxes Client is obligated to pay.
- CLIENT OBLIGATIONS
3.1. Client agrees to fulfill its responsibilities set forth in an EXHIBIT and to cooperate with Company as reasonably necessary for Company to perform the services set forth herein. If Client fails to satisfy in a timely manner its responsibilities in any material respect (a “Client Delay”), the due date for Company’s performance under the EXHIBIT shall be extended for the time caused by Client Delay. Furthermore, if a Client Delay causes the Deliverables to be delayed by more than thirty (30) calendar days, Company may, at its option, terminate the EXHIBIT and this Agreement. Termination of such EXHIBIT shall not affect Client’s payment obligations thereunder. Notwithstanding anything herein to the contrary, if Client fails to respond to Company’s communications regarding an alleged Client Delay, Company may, in addition to any rights it may have, and at its option, suspend all work under an EXHIBIT or terminate the EXHIBIT.
3.2. Client represents and warrants that it has all necessary rights, title, and interest in and to all content, artwork, and designs which are provided to Company hereunder.
- TERM AND TERMINATION
4.1. Term. This Agreement shall commence on its Effective Date and shall remain in effect for a period of twelve (12) months as of the Effective Date (the “Initial Term”), Upon completion of the Initial Term, this Agreement shall automatically renew for successive six-month terms, until terminated in accordance with this Section 4.
Termination for any Reason. Either Party may not terminate this Agreement or any EXHIBIT for any reason unless it is prior to time prior to completion of the Initial Term because the terms of the EXHIBIT were not satisfied, by providing thirty (30) days’ written notice to the other party at the address set forth above or via email. In the event Client terminates this Agreement pursuant to this Section 4.2.1, Client shall pay Company for Services provided up to the date of termination of the EXHIBIT or this Agreement. Termination of an EXHIBIT only shall not have the effect of terminating this Agreement or other EXHIBITs, if any. However, termination of this Agreement shall terminate all EXHIBITs, if any, between the Parties.
4.2.1. Termination Upon Breach. In the event either Party materially breaches any provision of this Agreement or an EXHIBIT, including, but not limited to, Sections 4.1 and 4.2.1, and fails to remedy such breach within thirty (30) calendar days of receipt of written notice from the non-breaching Party, then the non-breaching Party may immediately terminate this Agreement and/or the applicable EXHIBIT. Notwithstanding the foregoing, Company may suspend performance under an EXHIBIT due to a Client’s failure to fully pay the amount due, as set forth therein, after ten (10) calendar days prior written notice by Company to Client. Either Party may terminate this Agreement and any EXHIBIT then in effect upon written notice to the other Party in the event the other Party (i) discontinues its business; (ii) files a petition for bankruptcy; (iii) becomes insolvent; or (iv) makes an assignment for the benefit of creditors. In the event of termination pursuant to this Section 4.2.2, Client shall pay Company the entire Fee owed and payable to Company through the Initial Term, pursuant to the payment terms of each EXHIBIT between Company and Client, and Client shall not be entitled to any refund of any payments made pursuant to the Initial Term, if any, as set forth in the EXHIBIT.
4.2.2. Mutual Agreement to Terminate. The Parties may mutually agree in writing, at any time, to terminate this Agreement or any EXHIBIT.
4.2.3. In the event of any termination of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to any payment obligation accrued by Client hereunder.