II. Terms & Termination
This Agreement will commence on the effective date first set forth above. Starting the day when set up and live with the service The Client is automatically enrolled in a membership until a cancellation request is made. Cancellation requests must be made via email to info@sixbitsmedia.com or by phone call at (331) 208-9834 | (779) 234-8558.
III. Ownership of Materials
The Client shall retain ownership of all confidential and exclusive lead data produced by The Company hereunder in connection with the Services under this agreement. The Company shall retain the creative rights to all original materials, data, and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in, rights to the title, or access to such materials, or software. The Client acknowledges that The Company may use and modify existing materials for the Client’s benefit and that the Client holds no rights to such materials.
IV. Proprietary Information and Use of Materials
1. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement, it will be presumed that the Proprietary Information constitutes protectable trade secrets and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
2. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party, not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
3. License. Client grants The Company a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform, and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page, and other design and layout, media and other materials therein and solely in connection with the creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents, and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation, or lawful order or ruling of any court, government agency, or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
4. Portfolio Release. The Client agrees that The Company has the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, and self-promotion including advertising for The Company’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation
5. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
V. Limitation of Liability
The Company is not responsible for errors that result from faulty or incomplete information supplied to The Client by applicants. The Client agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages, or delays due to causes beyond its control, expressly including without limitation, changes in policies, or changes in terms of services.
VI. Handling of Disputes
The Parties agree that any dispute regarding this Agreement, and any claim made by The Client for the return of monies paid to The Company, shall be handled in accordance with applicable State and Federal laws.
VII. Refund Policy
All sales are final and no refunds will be afforded. The Client waives any rights to charge back the Service payment and under no circumstances will The Company give refunds of the amount paid for the Services hereunder.
VIII. Entire Agreement
This Agreement is the final, complete, and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
IX. Severability
If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.
X. Headings
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
XI. Interpretation and Enforcement
The parties understand and agree that the construction and interpretation of this Agreement are governed by the laws of the State of Illinois. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Illinois.
By their signatures below, the parties hereby understand and agree to all terms and conditions of this Agreement.
The Client
