Terms & Conditions
Last Updated: April 25, 2016
These are the standard terms and conditions for website design, development, content, SEO, social media services, and all additional services (collectively, “Services”) and apply to all contracts and all work undertaken by Digital Marketing Experts International for its clients. BY EXECUTING AN SOW THAT REFERENCES THESE TERMS AND CONDITIONS, YOU ARE ACCEPTING ALL OF THESE TERMS AND CONDITIONS. YOU AGREE THAT THESE TERMS AND CONDITIONS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These Terms and Conditions (“Terms”) are entered into by and between KJC Enterprises, LLC (“Digital Marketing Experts International”) and you (“your”) and are effective as of the date you accept these Terms (the “Effective Date”).
SCOPE OF THE AGREEMENT; SOW
From time to time, you and Digital Marketing Experts International may mutually execute written statements of work for provision of the Services (“Statement of Work” or “SOW”). The Statement of Work shall detail the deliverables, if any, which are to be provided thereunder (“Deliverables”).These Terms together with any executed SOWs and exhibits and attachments to such SOWs are collectively referred to as the “Agreement.” Digital Marketing Experts International will not make any Services available to you unless the parties have first executed an SOW.
PROVISION OF SERVICES
Subject to the Agreement, Digital Marketing Experts International hereby grants to you, during the term of the Agreement, a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Services by Authorized Users solely for your internal business purposes and in accordance with the limitations set forth in an applicable SOW.
Subject to your payment of the fees set forth in a SOW, as applicable, Digital Marketing Experts International will provide you with access to the Services during the term of your subscription. On or as soon as reasonably practicable after the Effective Date. You shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Digital Marketing Experts International promptly of any such unauthorized use known to you. Digital Marketing Experts International will continue to add new features to the Services, but unless you wishes to access the new additional features Digital Marketing Experts International will continue to provide you with access to the Digital Marketing Experts International Service as existed before such new additional features are added.
You may permit any Authorized Users to access and use the features and functions of the Services as contemplated by these Terms. “Authorized User” means any individual who is your employee or such other person or entity as may be authorized by this Agreement or an SOW, to access the Services pursuant to your rights under this Agreement. You will not, and will not permit any Authorized User or other party (to the extent you is able to do so) to: (a) use the Services to harvest, collect, gather or assemble information or data regarding other users of the Services users without their consent; (b) intentionally access or copy any data or information of other users of the Services without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Services or the data contained therein; (d) harass or intentionally interfere with another user’s use and enjoyment of the Services; (f) reverse engineer, disassemble or decompile any component of the Services; (g) intentionally interfere in any manner with the operation of the Services, or the hardware and network used to operate the Services; (h) sublicense any of your rights under this Agreement, or otherwise use the Services for the benefit of a third party or to operate a service bureau; (i) modify, copy or make derivative works based on any part of the Services, other than as indicated in these Terms; or (j) otherwise use the Services in any manner that exceeds the scope of use permitted under the these Terms or an applicable SOW.
Digital Marketing Experts International hereby authorizes you to modify, copy or make derivative works based on any part of the Services, but solely, and provided such works are only used by you, to the extent necessary for your Authorized Users to work with the Services as contemplated by these Terms.
Subject to the these Terms, Digital Marketing Experts International shall use commercially reasonable efforts to (a) maintain the security of the Services; and (b) provide the support set forth in an applicable SOW.
FEES, DEPOSITS, AND PAYMENT
In consideration for the access rights granted to you and the services performed by Digital Marketing Experts International under this Agreement, you will pay to Digital Marketing Experts International the fees and provide the required deposit, if any, set forth in an SOW, as applicable. If you provide Digital Marketing Experts International with valid credit card information, you authorize Digital Marketing Experts International to charge such credit card for the initial subscription term and any renewal term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable SOW. If the SOW specifies that payment will be by a method other than a credit card, Digital Marketing Experts International will invoice you in advance and otherwise in accordance with the relevant SOW. Unless otherwise stated in the SOW, invoiced charges are due net thirty (30) days from the invoice date.
Digital Marketing Experts International shall be entitled to (in addition to any other rights or remedies Digital Marketing Experts International may have) discontinue the Services and suspend those Authorized Users’ and your access to the Services whose corresponding fees are overdue until such amounts are paid in full. Notwithstanding any contrary terms in this Agreement or an applicable SOW, the monthly subscription fees paid for the Services are non-refundable.
The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges imposed outside of the United States of America on the provision of the Services, and you will be responsible for payment of all such taxes (other than taxes based on Digital Marketing Experts International’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Services to you. you will make all payments of fees to Digital Marketing Experts International free and clear of, and without reduction for, any withholding taxes imposed outside of the United States of America; any such taxes imposed on payments of fees to Digital Marketing Experts International will be your sole responsibility, and you will provide Digital Marketing Experts International with official receipts issued by the appropriate taxing authority, or such other evidence as Digital Marketing Experts International may reasonably request, to establish that such taxes have been paid. You shall indemnify and defend Digital Marketing Experts International in connection with any proceedings brought by any taxing authorities outside of the United States of America on the provision of the Digital Marketing Experts International Service in connection with this Agreement.
You shall reimburse Digital Marketing Experts International for all costs that are pre-approved by you in writing. All costs and expenses incurred by you in connection herewith are the sole responsibility of you.
Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.
SUPPLY OF MATERIALS AND FEEDBACK
You shall provide Digital Marketing Experts International the necessary infrastructure, tools, systems, hardware, software and access required to perform the Services. You shall supply in timely manner information, materials and actions necessary to the project including as applicable data, designs, programs, feedback, specifications, management decisions, approvals, acceptance criteria, and other information and material, at your cost, for Digital Marketing Experts International’s use in carrying out the Services (“Inputs”). You agree to appoint a single point of contact who will be available on a daily basis in order to expedite the feedback process. Any delay in Digital Marketing Experts International’s performance resulting from your delay in your supplying Digital Marketing Experts International the Inputs shall not be considered a breach of the Agreement by Digital Marketing Experts International. You shall obtain necessary rights to allow use of Inputs by Digital Marketing Experts International. Further, your responsibilities may be set out in the applicable SOW. You may provide to Digital Marketing Experts International certain equipment and software (“Project Tools”) to provide Services. You shall bear license, procurement and maintenance expenses related to such Project Tools. Where Digital Marketing Experts International requires, recommends or approves (e-mail acceptable) Digital Marketing Experts International to use, access or download any software, tools, codes or network as a part of performance of Services, you shall be responsible for compliance of the terms and conditions for the same.
Either party may request change(s) to the Services in writing (“Change Order”) in the event of any proposal to make change(s) to the agreed scope of Services, Deliverables, project schedule, Fees, or any other aspect of the applicable SOW. In the absence of a Change Order signed by the parties, Digital Marketing Experts International shall not be bound to perform any additional or out of scope services beyond agreed Services. The parties agree to negotiate all Change Order requests expeditiously and in good faith.
APPROVAL OF WORK
Unless otherwise stated in the applicable SOW, within seven (7) calendar days following receipt of the Deliverable, you shall complete acceptance tests in accordance with the approval process; acceptance criteria and acceptance plan from time to time. The standard of review of the Deliverable(s) shall be material conformance with the agreed acceptance criteria. By the expiration of review period, you will submit a written statement to the Digital Marketing Experts International indicating acceptance of the Deliverable(s) (“Acceptance”) or specifying in detail how the submitted Deliverable(s) fail to materially conform to the agreed acceptance criteria (“Non-conformance”). Contractor shall correct such Non-conformance within the timelines as agreed between the parties but not less than 30 days, which shall be the sole and exclusive remedy for the you. Upon receipt of the corrected Deliverable(s), you shall promptly reschedule acceptance tests. If the you fails to provide Acceptance or Non-conformance within seven (7) days of the receipt of Deliverables or when you use the Deliverable in your business, whichever occurs first, the Deliverables shall be deemed to be accepted by you.
OWNERSHIP OF INTELLECTUAL PROPERTY
Notwithstanding anything contained to the contrary, you shall retain all right, title and interest in and to Your Pre-Existing IP. “Your Pre-Existing IP” means all pre-existing information, data, software, tools and other materials developed by or for you, prior to commencement of the Services. You grant to Digital Marketing Experts International a non-exclusive, worldwide, royalty-free license to use the Your Pre-Existing IP solely for Deliverables. You warrant that the work specifications provided by you or any of Your Pre-existing IP do not infringe third party intellectual property rights.
Notwithstanding anything contained to the contrary, Digital Marketing Experts International shall retain all right, title and interest in and to Digital Marketing Experts International Pre-Existing IP. “Digital Marketing Experts International Pre-Existing IP” means all pre-existing information, data, software, tools and other materials developed by or for Digital Marketing Experts International prior to commencement of the Services or developed by or for the Digital Marketing Experts International independently outside the scope of the Services.
Subject to the terms and conditions of this Agreement, you shall own all right, title and interest in and to the Deliverables upon your paid subscription to the Services. To the extent that the Deliverables contain Digital Marketing Experts International Pre-Existing IP, and such Digital Marketing Experts International Pre-Existing IP are necessarily required for the proper functioning of the Deliverables (such that the Deliverables will not function without the Digital Marketing Experts International Pre-Existing IP) Digital Marketing Experts International grants to you a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Digital Marketing Experts International Pre-Existing IP solely for Deliverables. In the event that you terminate your subscription to the Services. Digital Marketing Experts International will assign all right, title and interest in and to the Deliverables.
“Residuals” means general know-how and skills developed by Digital Marketing Experts International’s personnel during the course of performance of the Services, provided that in no event shall Residuals include any of you Pre-Existing IP or Deliverables or Confidential Information. Digital Marketing Experts International is free to use Residuals for any purpose, including use in development, manufacture, promotion, sale and maintenance of its products and services.
Since we respect artist and content owner rights, it is Digital Marketing Experts International’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Digital Marketing Experts International’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Digital Marketing Experts International to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent: Attn: DMCA Notice Digital Marketing Experts International, Inc. Address: 3123 Wesley Way Ste 2, Dothan, Al 36305, Telephone: (855)667-2559, Fax: 334-671-0712, Email
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Digital Marketing Experts International and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Digital Marketing Experts International’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Digital Marketing Experts International has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Digital Marketing Experts International may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Digital Marketing Experts International cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
THIRD-PARTY LINKS AND INFORMATION
We do not guarantee any specific position in search engine results for your website. However Digital Marketing Experts International’s goal is to create and perform search engine optimization according to current best practice. Digital Marketing Experts International shall not be responsible for matters relating to or arising from (a) modification or combination of Deliverables with any hardware, software, data, or other materials not approved by Digital Marketing Experts International; or (b) you failure to comply with the instructions or requirements specified in documentation provided by Digital Marketing Experts International or (c) Digital Marketing Experts International’s compliance with your specifications, design or requirements with respect to Deliverables (d) your use or deployment of Services or Deliverables for any illegal or unlawful or unauthorized purpose.
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION BETWEEN THEM, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITIES
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (I) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF REVENUE OR LOSS OF BUSINESS PROFITS, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) DAMAGES RELATING TO ANY CLAIM THAT ACCRUED MORE THAN TWO YEARS BEFORE THE INSTITUTION OF ADVERSARIAL PROCEEDINGS THEREON.
SUBJECT TO THE ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)) OF CONTRACTOR, REGARDLESS OF THE FORM OF CLAIM SHALL BE LIMITED, AT Digital Marketing Experts International’S OPTION TO THE REPLACEMENT, REPAIR OR RESUPPLY OF THE SERVICES OR THE AGGREGATE FEES PAID TO CONTRACTOR HEREUNDER FOR THE PRECEDING THREE MONTHS OF THE EVENT GIVING RISE TO SUCH CLAIM UNDER THE APPLICABLE SOW. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.
The Services are controlled and operated from facilities in the United States. Digital Marketing Experts International makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
It may be necessary for a party (the "Disclosing Party'') during the term of this Agreement to provide the other party (the "Receiving Party'') with certain information that shall be treated as Confidential Information, as defined below.
Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order.
The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing. Receiving Party agrees not to disclose any Confidential Information to third parties or to its personnel (except to those of its personnel, directors, advisors, auditors, governmental authorities or subcontractors, who may need to know such Confidential Information). The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.
The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and shall ensure that its employees, directors, contractors, advisors, who need to have access to Confidential Information sign or have signed a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action.
All Confidential Information and all copies thereof which are in the possession of Receiving Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified. Provided that Receiving Party may maintain as confidential archival copy of Confidential Information to the extent Receiving Party is required to maintain a record of the transactions under this Agreement.
Nothing in this clause is intended to grant any rights to either party under any intellectual property rights in the Confidential Information.
You are responsible for maintaining your own backups with respect to your website and Digital Marketing Experts International will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
TERM AND TERMINATION
This Agreement commences on the Effective Date and remains in effect for a period of one (1) year, unless earlier terminated as set forth below. This Agreement shall be automatically renewed for consecutive one (1) year terms after the initial one (1) year term unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term.
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, each party shall comply with the obligations to return all Confidential Information of the other party, as set forth in the section titled Nondisclosure; and (c) within ten (10) days after the effective date of termination, Digital Marketing Experts International shall discontinue all use of your Inputs and destroy all copies of your Inputs in our possession. The sections and subsections titled Warranties and Disclaimers, Limitation of Liability, Nondisclosure, Indemnification, Term and Termination (as it relates to the effects of termination), and Miscellaneous will survive expiration or termination of this Agreement for any reason.
This Agreement shall be construed and governed by the laws of Alabama without regard to principles of conflict of laws. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Digital Marketing Experts International’s principal place of business is located for any lawsuit filed there against you by Digital Marketing Experts International arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The laws of the jurisdiction where your located may be different from Alabama law. You shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to your purchase and use of the Services.
CROSS BROWSER COMPATIBILITY
The web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You will defend at your expense any suit brought against Digital Marketing Experts International, and will pay any settlement you make or approve, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to your breach or alleged breach of your warranties herein, your violation of any law, your willful misconduct, or your gross negligence. This subsection states the sole and exclusive remedy of Digital Marketing Experts International and the entire liability of you, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of parties, then each party’s CEO or a representative designated by the CEO (“Representatives”) shall, within thirty (30) days of a written request by either party to call such a meeting, meet either in person or through any other media and alone (except for one assistant for each party) and shall attempt in good faith to resolve the dispute. If such representatives in such meeting cannot resolve the disputes, the parties agree that they shall, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. The mediation will be treated as a settlement discussion and therefore will be confidential and may not be used in a later evidentiary proceeding. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The parties will share the Fees and expenses of the mediator equally. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one-day mediation, either party may invoke arbitration proceedings for resolution of disputes.
The arbitration will be conducted in Alabama in English language, in accordance with the rules of the International Chamber of Commerce (“Rules”).
The parties agree that the dispute shall be settled by a sole arbitrator appointed in accordance with the said Rules, and the sole arbitrator so appointed shall be referred to herein as an “Arbitrator.”
Following the appointment of the Arbitrator, the Arbitrator shall set forth the schedule and timing of the arbitration proceedings in accordance with the applicable provisions of the Rules.
Upon rendering an award or a decision, the Arbitrator shall set forth in writing findings of fact, conclusions of law and a reasoned opinion explaining the basis of such award or decision, and shall make a determination of which party shall be considered the prevailing party, which determination shall be consistent with such reasoned opinion.
The Arbitrator shall be empowered to issue injunctive or other equitable relief.
Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement purposes in any court having jurisdiction thereof.
Nothing in this Section shall prevent, or be construed as preventing, a party from seeking injunctive or other equitable relief in a court of appropriate jurisdiction.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Digital Marketing Experts International ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
This Agreement is not assignable by either party in whole or in part without the written consent of the other party. Notwithstanding the foregoing, either party may assign or transfer this Agreement to any of its Affiliates. The Agreement shall be assigned to the acquiring party or the merged entity in the event of a merger or a sale of all or a substantial portion of such party’s assets or stock or transfer of persons.
All notices will be in writing, and delivered by overnight courier or mailed, first-class postage prepaid, or sent by facsimile with confirmation of transmission, to the recipients as set forth below:
Digital Marketing Experts International Notice Address: Digital Marketing Experts International LLC
3123 Wesley Way Ste 2
Dothan, Al 36305
Your Notice Address: at the address set forth on the applicable SOW.
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
No failure by either party hereto, to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder by either party preclude any other or future exercise of any right hereunder by that party.
You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Digital Marketing Experts International, or any Deliverables utilizing such data, in violation of the United States export laws or regulations.
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
If any one or more of the provisions of this Agreement is or becomes invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions will not in any way be affected, prejudiced or impaired.
This Agreement, including any applicable SOWs, shall constitute the complete Agreement between the parties respecting the subject matter. This Agreement or any SOW may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between Digital Marketing Experts International and you whether oral or written, regarding subject matter hereof. There are no intended third party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.