Terms and Conditions
These Terms and Conditions (”Terms”), by and between VUDU Marketing Inc. (Agency) and any client (Advertiser), are effective as of the date of execution. The Terms and the purchase of any product or service shall be referred to collectively as the “Agreement”.
Each party agrees that it will hold in strictest confidence, and will not use or disclose to any third party, except as permitted by this Agreement, any Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” includes any information disclosed by one party to the other that is identified as confidential, or which under the circumstances of disclosure ought to be treated as confidential.
Notwithstanding the foregoing, Confidential Information will not include information that (a) was already known to the receiving party prior to the time that it is disclosed to such party hereunder; (b) is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (c) has been rightfully received from a third party without breach of this Agreement; (d) has been approved for release by written authorization of the disclosing party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing party has been given reasonable notice of the pendency of such an order and the opportunity to contest it.
Upon termination of this Agreement, the parties will promptly either return or, upon request, destroy all Confidential Information of the other party and, upon request, provide written certification of such.
2. Disclaimers and Limitation of Liability
AGENCY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF THE SERVICES AND/OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY ADVERTISER TO AGENCY UNDER THIS AGREEMENT. THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND AND AGENCY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL AGENCY BE LIABLE FOR ANY LOSS OF BUSINESS PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.
Advertiser agrees to defend, indemnify and hold Agency harmless with respect to any claims, loss, liability, damage or judgment suffered by Agency, including reasonable attorney’s fees and court costs, arising from any Advertiser content or web site or that results from the use by Agency of any material furnished by Advertiser.
All notices from one party to the other shall be in writing and shall be sent to the company address. Receipt by the intended party must be confirmed for the notice to be valid.
5. Intellectual Property
All property, work product, ideas, inventions, discoveries, improvements, programs, know-how, specifications and other materials or information, tangible or intangible, conceived or owned by a party prior to execution of the Agreement shall remain the property of that party. Advertiser is granted the right to use the finished audit document to fix the website that was audited, but the audit and strategy document template and format remain the intellectual property of Agency and are not to be shared with any 3rd party except as needed to implement the recommendations included in the audit and/or strategy.
The Agreement constitutes the entire agreement between the Agency and Advertiser with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form . This Agreement will be governed by the laws of Belize without regard to its conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the appropriate courts in Belize. for all disputes arising out of or relating to this Agreement and/or the Services. The prevailing party in any action or proceeding to enforce its rights here-under shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
This Agreement is between independent contractors and no joint venture, partnership, or employment relationship exists between the parties as a result of this Agreement or Advertiser’s use of the Services. Neither party may assign this Agreement, in whole or in part, without the other party ‘s written consent, which consent shall not be unreasonably withheld. Agency may use Advertiser’s name and/or its logo on Agency’s website and in its marketing materials to indicate that Advertiser is or has previously been a client of Agency. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give the maximum effect to the parties’ intentions as reflected in the provision, and that the other provisions of the Agreement remain in full force and effect. In addition to those provisions that survive according to their terms, all sections shall survive any termination of this Agreement.