Vital Medias Envy
This Envy Agreement (the “Agreement”) is made and entered into as of (the “Effective Date”) between Vital Medias (the “Company”), and (the “Client”) (collectively, the “Parties”).
The Client requests the Company to perform services for it and may request the Company to perform other services in the future; and
The Parties therefore agree as follows:
1.0. Term and Termination.
1.1. This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect until the Company has completed the Services (the “Term“), unless earlier terminated under this Section.
1.2. Vital Medias Designs & Services reserves the right to cancel the account at any time without notice. Clients who wish to discontinue using any service must provide 72 hours written notice to Vital Medias Designs & Services via the Online Cancellation Form.
Clients whose payments are refused, denied, or disputed will be required to pay any and all applicable fees associated with collecting those payments as well as a 35.00 missed payment fee per missed payment.
Clients may give their 72-hour cancellation notice at any time via a cancellation form located under the Customer Service Section of the Website.
1.3. Subscription. In order to ensure that the Client does not experience any interruption or loss of services due to the lapse of any particular subscription period, Vital Medias Designs & Services operates with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise by Vital Medias Designs & Services in writing). Accordingly, where applicable, Vital Medias Designs & Services will attempt to automatically renew the applicable Service(s) for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable Fees using the payment method you have on file with Vital Medias Designs & Services.
For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month. Therefore, unless you cancel the applicable Service(s), Vital Medias Designs & Services will automatically renew such Service when it comes up for renewal, and charge you the applicable recurring Fees. In order to avoid any interruptions or loss of services due to failure to process renewal charges prior to the expiration of the subscription period then in effect, we reserve our right (but shall not be obligated) to charge for the upcoming renewal period up to two (2) weeks before such renewal period actually commences. In the event of failure to collect the Fees owed by you, we may at our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your service(s), without further notice.
2.0. Client Services.
2.1. During the Term, the Client may engage the Company to provide the following services as needed (the “Services“), or other such services as mutually agreed upon in writing by the Parties (email and our shared google doc is acceptable):
Organic Audience Growth
2.2. The Company shall provide the necessary equipment to perform the Services. If the Company has obtained employees or agents (the “Company Personnel“), the Company shall be solely responsible for all costs associated with the Company Personnel.
2.3 As a result of providing the Services, the Company or Company Personnel may create certain work product (the “Work Product“).
2.4. The work performed by the Company shall be performed at the following rate: per 30 days.
3.0. Independent Client Status.
3.1. The Parties intend that the Company and any Company Personnel be engaged as independent Contractors of the Client. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
3.2. The Client may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
3.3. The Company will not be entitled to worker’s compensation, retirement, insurance or other benefits afforded to employees of the Company.
4.1. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a “work made for hire,” within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Client’s complete ownership of all rights, titles and interest in the Work Product, the Company shall transfer and assign to the Client all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Client sees fit. This only applies to content created directly for the Client as a result of this Agreement.
5.0. Representations. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
6.0. Indemnification. The Client shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Client’s services under this Agreement.
7.0. Confidential Information.
7.1 Each Party (on its behalf and on behalf of its sub companies, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
7.2 Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
7.3 Non-Circumvention. In addition, the Parties agree to not circumvent each other and work with business associates, clients, and other third-party vendors introduced by each party in this ease. The parties may introduce each other to companies that are interested in acquiring services, products, companies or being acquired. It is understood that the introducing party retains the ownership of such a referral and that the other party cannot deal directly with such referred company without the written consent of the referring party. This non-circumvention provision shall expire at the end of 2 years from the termination of this Agreement.
8.0. Liability. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
9.0. Disclaimer of Warranty. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.
10.0 Miscellaneous Provisions.
10.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
10.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email and changes in our shared google docs is acceptable).
10.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
10.4. This Agreement shall not be assigned by either party without the express consent of the other party.
10.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
10.6. This Agreement is to be governed by and construed in accordance with the laws of the State of Nevada without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Nevada. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF Nevada.
The Parties are signing this Agreement on the date stated in the introductory clause.
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Signed by Vital Medias Signed On: February 28, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: Vital Medias Envy
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