- 10.1 Entire Agreement.
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- 10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction and venue shall be in the Sonoma County, California Superior Court.
- 10.3 Binding Effect.
This Agreement shall be binding upon and ensure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of their obligations under this Agreement without Customer’s prior written consent.
- 10.4 Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
- 10.5 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
- 10.6 No Right to Assign.
The Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.
- 10.7 Right to Remove Resources.
In the event, Customer fails to make any of the payments set forth in the payment plan purchased Company has the right to remove any Digital Advertising & Marketing under Company control until payment is paid in full, plus accrued late charges of 1 ½ % per month.
- 10.8 Indemnification.
Customer warrants that everything it provides Company to employ in Digital Advertising & Marketing is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of Digital Advertising & Marketing, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via Digital Advertising & Marketing. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of Digital Advertising & Marketing or multimedia project.
- 10.9 Use of Material for Promotional Purposes.
Customer grants Company the right to use its work in producing Digital Advertising & Marketing for promotional purposes and/or to cross-link it with other advertising developed by Company. Customer grants Company the right to list, reference or otherwise identify Customer as a client of Company in Company’s advertising and marketing.
- 10.10 No Responsibility for Loss.
The Client agrees the Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for Digital Advertising & Marketing. Furthermore, the Client agrees the Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of Digital Advertising & Marketing under this Agreement.
- 10.11 Right to Make Derivative Works.
Company will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to Digital Advertising & Marketing.
- 10.12 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
- 10.13 Identification of Company.
Customer agrees that Company identification may be annotated, and remain, within the code or on the Web Site as the authors. Customer also agrees to put Company’s copyright notices on Digital Advertising & Marketing and the relevant content therein.
- 10.14 Transfer of Rights.
In the event Company is unable to continue maintenance of Digital Advertising & Marketing services, non-exclusive rights to Digital Advertising & Marketing will be granted to Customer. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary Material owned by the Developers.
- 10.15 Domain Name.
Any domain name registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name. Customer is responsible for renewing Customer’s domain name.