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Terms & Condition

This Statement of Work (“Agreement”) provides authorization for DoubleDome Digital Marketing (“DoubleDome”) to deliver services to “Client” as defined in the service documentation.

PAYMENT TERMS

MONTHLY SERVICES – One hundred percent (100%) of set up fees and/or the first month fee to be paid upon approval of these terms. No work will commence until the initial payment under this Agreement has been received and accepted as deposit. All invoiced payments that are due must be paid-in-full prior to activation of any monthly services.

In the event that any amount due to DoubleDome remains unpaid 30 days after presentation of an invoice to Client, DoubleDome, in its sole discretion, may immediately terminate this Agreement in accordance with the provisions of the termination section of this Agreement and/or withhold or suspend Services. Suspension of Service does not necessarily imply termination of this Agreement and service charges will continue to accrue as if no suspension had occurred. Reinstatement of a suspended or terminated Service requires payment of all outstanding balances and assessed late fees.

AUTOMATIC RENEWAL – Unless you notify DoubleDome before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you.

TERMINATION – Client has 30 days to notify DoubleDome in writing of Client’s desire to terminate service with no termination cost related to the monthly fees to Client and no liability to DoubleDome. During any renewal, all terms and conditions of this Agreement shall remain in full force and effect. The Initial Term plus all successive renewal periods during which any Service is provided shall be collectively referred to as the “Term”.

DoubleDome may terminate this Agreement as follows: (i) DoubleDome may terminate, without cause, by giving Client 15 days prior notice; any service not performed by DoubleDome shall be credited to Client, or (ii) DoubleDome may terminate, at any time, upon 5 days prior notice if, in the sole judgment of DoubleDome, Client breaches any material provision of this Agreement and has not cured same by the end of the 5 days; or (iii) DoubleDome may terminate at any time in the event of nonpayment by Client.

Client may terminate this Agreement before expiration of the Term only if the following conditions are satisfied: (i) Client provides 30 days written notice to DoubleDome of its intent to terminate; and (ii) Client pays DoubleDome in full for all Services or Products delivered to Client prior to the termination date.

METHOD OF DELIVERY – To effectively and efficiently achieve the stated deliverables, DoubleDome may elect to use email, chat, telephone, and off-site research, development testing or documentation. These methods of delivering services, among others, constitute delivery of specified services.

REPRESENTATION & INDEMNIFICATION – Unless otherwise expressly stated, both parties represent that they own all rights, title, and interest in and to any property presented to the other party in furtherance of this Agreement (the “Ownership Representation”).

In the event that a party breaches the Ownership Representation, the breaching party shall indemnify and hold harmless the other party from any liabilities, penalties, demands, or claims finally awarded that may be made by a third party and related to the Ownership Representation.

OWNERSHIP – So long as Client’s balance owed is paid in full, Client shall own all right, title, and interest in the content, layout, and pictures of any product developed by DoubleDome exclusively for Client where such product does not use or reference any property, trade secret, or proprietary information owned or used by DoubleDome before the date of this Agreement. Accordingly, upon satisfaction of the prior condition, DoubleDome hereby grants, conveys and assigns to Client all copyrights, trade secrets, patents and other intellectual property rights in such Product and all originals and copies of any such Product shall be provided to Client upon Client’s request or the termination or expiration of this Agreement.

DISCLAIMERS – Client acknowledges and understands that neither DoubleDome, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free. DoubleDome shall fix errors in its service in and effective and efficient manner so long as Client has a support agreement or it is less than 30 days from the date of the Client’s acknowledgement of completion of the project.

LIMITATION OF LIABILITY – Liability of DoubleDome under this Agreement shall be limited to the value of any fees paid by Client to DoubleDome under this Agreement. Under no circumstances shall DoubleDome be liable for lost profits or any incidental, special, punitive, exemplary, or consequential damages, except as set forth in the preceding sentence. Neither party shall be required to indemnify except as required by the express terms of this Agreement.

GOVERNING LAW AND JURISDICTION – This Agreement shall be governed by the laws of Georgia. In the event Client breaches, or threatens to breach this Agreement, DoubleDome may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling DoubleDome from any other relief in either law or equity. The parties agree that any action related to this Agreement shall be venued solely in the Fulton County Superior Court, State of Georgia, and the parties hereby irrevocably commit to the jurisdiction of said court for any such action.

ATTORNEYS’ FEES – In the event of breach of this Agreement by Client, DoubleDome shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such dispute, claim or litigation, including any appeal thereof.

STATUTE OF LIMITATIONS – In the event of an alleged breach of this Agreement, any claim or potential claim must be brought within two (2) years of the termination of this Agreement.

MISCELLANEOUS – This Agreement, including any Exhibits or other documents specifically incorporated by reference, sets forth the entire agreement between DoubleDome and Client with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The parties may not transfer or assign this Agreement without the prior written consent of the other party to this Agreement. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of the subsequent breach.