THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU ("CUSTOMER") AND VOXBLOC, LLC ("VB") WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK THE “I ACCEPT” BUTTON BELOW. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOURSELF OR YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU, THE CUSTOMER, SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE “I DO NOT ACCEPT” BUTTON BELOW AND NEITHER YOU, THE CUSTOMER, NOR VB WILL OWE ANY DUTIES OR OBLIGATIONS TO THE OTHER.
SERVICES AGREEMENT AND EXHIBITS
This Professional Services Agreement ("Agreement") effective on date checked online and electronically signed by customer ("Effective Date"), by and between VoxBloc, LLC a California liability company having its principal place of business at 1704 South Capital, Alhambra, California 91801 ("VB") and ("Customer"). Now therefore, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration the sufficiency of which hereby acknowledged, the parties hereto agree as follows
- Background.
VB owns and operates a proprietary website, www.voxbloc.com (the "Site") as well as proprietary software and programming, each of which are, designed and developed to promote third parties’ goods and services. Upon request from a third party, VB designs, programs, manages, and maintains a specific webpage on the Site and/or as an application, including, but not limited to mobile application, hosted on a third party website (such as Facebook) which promotes such parties goods and services ("Services"). Customer desires to engage VB to provide such Services for its various goods and services ("Campaign") as set forth herein. VB agrees to provide Services to Customer solely to help promote the Customer’s business and in accordance with the terms set forth herein.
- Scope of Services.
Customer engages VB to develop a Campaign promoting Customers goods and services. The Campaign "Content" will be developed by VB in conjunction with Customer. "Content" shall mean all materials, musical recordings and the underlying compositions, video footage, drawings, information, stock photos, images, logos, trademarks, service marks, names, liknesses, writings and other creative content for use in the preparation of and/or incorporation into the Campaign. Customer shall designate a project manager who has authority to act on behalf of Customer. Further, Customer will provide personnel in a timely manner to review and approve activities, changes in scope, expenses and other matters relating to the Services as required by VB. Without limiting its rights or remedies hereunder, VB reserves the right to suspend its Services on seven (7) days prior written notice in the event of Customer's fails to provide or delays timely responses as set forth herein. Upon receipt of the Customer feedback, VB may reinstate Services or reschedule Services subject to availability of VB personnel.
- License Grant.
Customer hereby grants VB with a license to use all Content delivered by Customer to VB as well as Customer’s or Customer’s affiliates name, images, likenesses, videos, musical recordings and underlying compositions, services marks, trademarks and associated designs ("Customer Marks") which may appear in the Campaign in conjunction with the Services provided hereunder.
The Campaign, excluding the Customer Marks, shall remain the property of VB. VB shall grant Customer the right to use the Campaign as set forth herein throughout the Term, as defined in Section 5.1 below. Upon the termination of this Agreement or the completion of the Term, the licenses granted hereunder shall terminate, VB shall remove the Customer Webpage, and neither party shall have the right to use the Customer Webpage in any manner or for any reason.
Notwithstanding the foregoing, in no event shall Customer have any title or right to any generic or business information, software, programs, code, designs, templates, forms, presentation prototypes, samples, processes or procedures used, created or developed by VB in the general conduct of its business or the provision of Services to Customer or any VB "Confidential Information", as defined below.
- Confidentiality.
"Confidential Information" means any confidential or proprietary information of economic value, including without limitation, designs, methodologies, plans or any other information relating to work in process, marketing, business plans, customer lists and information relating to either party, its present or future products, sales, customers, or suppliers, identified and marked by the Disclosing Party as confidential whether in oral, written, graphic or electronic form. If disclosed in oral form, the party providing the information ("Disclosing Party") shall indicate to the other party ("Receiving Party") at the time of disclosure the proprietary nature of the information. The Receiving Party shall restrict disclosure of the Confidential Information to its consultants and employees with a “need to know” and shall not disclose it to any other person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information only for purposes of performing under this Agreement. The Receiving Party shall advise those employees and consultants who access the Confidential Information of their obligations with respect thereto. The Receiving Party shall copy the Confidential Information only as necessary for those employees and consultants who are entitled to use it and shall ensure that all confidentiality notices are not removed or altered on such copies. The Receiving Party shall return or destroy and certify destruction of all copies of such Confidential Information to the Disclosing Party at the Disclosing Party’s request or upon termination of this Agreement whichever is earlier.
Each party recognizes and agrees that the unauthorized use or disclosure of the Confidential Information would cause irreparable harm to the Disclosing Party for which it would have no adequate remedy at law, and the party which provided the Confidential Information to obtain immediate injunctive relief, in addition to any other rights available to it.
- Term and Termination.
This Agreement shall commence as of the Effective Date and shall remain in effect until "Customer" sends written notification to VoxBloc to terminate campaign, unless earlier terminated as set forth herein ("Term").
Either party may, upon fifteen (15) days prior written notice to the other party, terminate this Agreement or any license granted hereunder at any time if the other party breaches a material term of this Agreement including, but not limited to, non-payment, Customer's failure to provide timely review and feedback for any activity, or either party engages in any activity that may compromise the other’s intellectual property rights. Upon termination of the Agreement due to a breach by Customer, Customer agrees to pay the full amount of the Campaign Fee, as defined in Section 6. Perpetual licenses granted hereunder will not become effective until VB has received full and final payment for all work performed.
In the event that Customer wishes to terminate this Agreement for purposes of convenience, Customer shall provide VB with at least fifteen (15) days prior written notice and shall pay any remaining amount of the Campaign Fee, as defined in Section 6, which has not been paid as of the date of such notice.
- Warranties and Representations.
VB represents and warrants that: (1) it will perform said Services in a professional and workmanlike manner; and (2) it has the authority to enter into this Agreement.
Customer hereby represents and warrants that (1) it has the authority to enter into this Agreement; (2) the information it provides for use in conjunction with the Services in accordance with this Agreement will not violate applicable laws including, but not limited to intellectual property rights of any third party, or violate any regulation; and (3) it will obtain or has already obtained all necessary clearances, releases and/or waivers for all video or sound recordings to be included in Customer’s webpage, including, but not limited to, clearances, releases and/or waivers for persons, music and third party footage (video or still photography or images).
Customer acknowledges and agrees to be solely responsible for fullfillment and delivery of any and all product redemptions by users including but not limited to; physical goods, digital products, discounts, coupons, special promtional experiences, and any other product, service or experience Customer choses to offer directly or indirectly to users of the VB platform. This fullfilment will be completed as expediently as possible, but no later than 60 days from awarding of the redemption, unless expressly disclosed to users. Customer discharges VB of any and all liability associated with redemption of products.
Customer further represents and warrants that any contest, raffle or game of chance included within the Campaign is in compliance with all applicable laws, rules, regulations, statutes and ordinances. Further, Customer covenants to clearly set forth all rules for entry and winning any such contest included in a Campaign as well as fulfilling any obligation (including, but not limited to awarding winners with promised prizes) set forth in such contest.
VB work product and Services are provided on an "as is" basis and VB shall have no responsibility for correcting any errors except as expressly set forth herein. VB MAKES NO WARRANTIES, EITHER EXPRESS, STATUTORY, OR IMPLIED, AS TO THE VB WORK PRODUCT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, VB MAKES NO REPRESENTATION OR GUARANTY IN CONNECTION WITH THE POTENTIAL SUCCESS OR PROFITABILITY OF THE CAMPAIGN.
The Site and Campaign may involve the issuance of "virtual currency" which may be exchanged for goods and services. The parties agree and acknowledge that the virtual currency shall have no actual monetary value and may not be traded, returned or otherwise exchanged for valid currency.
Customer acknowledges and agrees to the inclusion of third party promotions, advertisements and additional information within or connected, in any manner determined by VB, in its sole discretion, within the Campaign. No license to use such third party information is granted to Customer hereunder or by inclusion thereof within the Campaign.
- Limitation of Liability.
Neither VB nor its contractors or suppliers will be liable, regardless of the form or action, for lost revenues or profits, and\or for indirect, consequential, incidental, special or punitive damages suffered by any person or entity arising out of the Services provided hereunder even if Customer has been advised of the possibility of such damages. VB's liability under this Agreement will not exceed the amounts paid to VB for the Services that are the subject of a claim.
- Indemnity.
Each party ("Indemnifying Party") hereby agrees to indemnify, defend, and hold the other party ("Indemnified Party") harmless from and against all claims, demands, liability, loss, damage, settlement, cost, or cause of action including, without limitation, reasonable legal fees and expenses, arising out of this Agreement, directly or indirectly, from (1) any material breach by the Indemnifying Party of this Agreement; (2) any alleged violation by the Indemnifying Party of any third party intellectual property rights; or (3) products and/or services sold or offered by Customer through its website in which case Customer shall be the Indemnifying Party. This indemnification provision shall be conditioned upon: (a) the Indemnified Party providing the Indemnyfying Party with prompt notice of any such claim; and (b) the Indemnified Party permitting the Indemnifying Party to assume and control the defense or settlement of such action.
- Notices.
All notices and other communications shall be in writing and shall be delivered personally or sent by facsimile or mailed by certified mail, return receipt requested, to the parties at the addresses set forth above or to such other address or facsimile number as the party entitled to or receiving such notice or other communication shall, by a notice given in accordance with this provision, have provided to the other party. All notices or other communications mailed shall be deemed received three (3) days from mailing and any notice or other communication delivered personally or sent by facsimile shall be deemed received upon the delivery or transmission thereof, as the case may be.
- General Provisions.
Customer may not assign this Agreement in whole or in part without the prior written consent of VB, which consent shall not be unreasonably withheld. Any assignment without such consent shall be void.
VB and Customer expressly recognize and agree that the parties hereto will be deemed independent contractors and that Customer shall have no right to control or direct VB personnel. VB shall have the right to enter into agreements with other customers to perform similar services.
This Agreement shall be construed and interpreted according to the laws of the State of California, without regard to conflicts of laws principles. Each party agrees that jurisdiction and venue for any and all claims, disputes or other matters arising out of the services provided under this Agreement will be proper in Los Angeles County, California and the parties expressly consent to such jurisdiction.
Failure or delay on the part of either party to exercise any right or remedy shall not operate as a waiver unless that waiver is in a writing signed by the party making the waiver.
In the event that any term or provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable or invalid in whole or in part for any reason, the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes any prior representations, understandings or agreements whether written or oral. No revisions or modifications shall be effective unless in writing signed by both parties. Section and/or paragraph headings used in this Agreement are for reference purposes only and shall not be used in the interpretation hereof. The following sections shall survive termination of this Agreement: 3, 4, 6, 7, 8, 9, 10 and 11.3.
This Agreement may be executed in multiple counterparts, and by each party in a separate counterpart, each of which when so executed and delivered shall constitute an original and all of which taken together shall constitute one and the same instrument. Delivery of a telecopy or email signature shall have the same force and effect as an original.
THIS AGREEMENT ("AGREEMENT") CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU ("LICENSEE") AND VOXBLOC, LLC ("VB") WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK THE "I ACCEPT" BUTTON BELOW. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE "I DO NOT ACCEPT" BUTTON BELOW AND INSTALLATION WILL TERMINATE.