General Terms & Conditions

These terms and conditions, together with any documents referred to herein, are the sole and complete agreement (“Agreement”) between Axiom Media & Marketing (AMMO), referred to as (AGENCY), and you, the person or entity ordering services from AMMO (“CLIENT”). Unless otherwise expressly agreed by AGENCY in writing, any different or additional terms and conditions proposed by AGENCY are hereby objected to and rejected and shall be of no effect. Neither AGENCY’s delivery of the services nor any other action at any time on the part of AGENCY shall constitute acceptance of such additional or different terms. CLIENT shall be bound by all the terms of this Agreement when CLIENT accepts this Agreement by any statement, act or course of conduct which constitutes acceptance under applicable law, including failure to object in writing hereto within a reasonable time and acceptance of delivery of the services.

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EMPLOYMENT OF AGENCY:

CLIENT hereby permits the AGENCY to render, and AGENCY agrees to render to CLIENT, all the services customarily performed by a digital internet advertising and marketing agency within such budgets as CLIENT may set from time to time for advertising, marketing and development efforts as defined by this contract (AGREEMENT).

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ADVERTISING & PRODUCTION RATES:

Media costs, setup fees, production costs & hourly rates are to be set by AGENCY.

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ACCEPTANCE OF AGREEMENTS:

All potential forms of signature shall be governed by this AGREEMENT including, but not limited to, written signature on individual project AGREEMENTs, electronic signatures, faxed signatures, scanned and emailed signatures, clear stated email approvals, and/or any other electronically clearly stated agreement to proposed change or program.

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PAYMENT & BILLING TERMS:

CLIENT hereby agrees to pay the fees in price and schedule as listed on the agreement completed by CLIENT or in the proposal submitted to CLIENT. CLIENT agrees to pay upon execution of this agreement. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities.

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MAKE GOODS/SCHEDULING CORRECTIONS/TECHNOLOGY CONFLICTS:

In the event of an error, whether human (AGENCY or vendors of AGENCY) or technology based, AGENCY shall provide CLIENT notification and make all reasonable efforts with CLIENT approval or CLIENT discretion to make good on planned contractual obligations.

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EXCLUSIVITY:

CLIENT agrees that AGENCY is the exclusive provider of all contracted and executed management and services during the duration of this agreement.

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INDEMNIFICATION:

AGENCY shall indemnify and hold CLIENT harmless with respect to any claims, loss, suit, liability or judgment suffered by AGENCY, including reasonable attorney’s fees and costs, based upon or related to any item prepared by AGENCY or at AGENCY’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by CLIENT and incorporated into any materials or advertisement prepared by AGENCY. CLIENT agrees to indemnify and hold AGENCY harmless with respect to any claims, loss, liability, damage, or judgment suffered by CLIENT, including reasonable attorney’s fees and court costs, which results from the use by AGENCY of any material furnished by CLIENT or where material created by AGENCY or at the direction of AGENCY subject to the indemnification in subsection above is materially changed by CLIENT. Information or data obtained by AGENCY from CLIENT to substantiate claims made in advertising shall be deemed to be “material furnished by CLIENT to AGENCY”. In the event of any proceeding, litigation, or suit against CLIENT by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by AGENCY, AGENCY shall assist in the preparation of the defense of such action or proceeding and cooperate with CLIENT and CLIENT ‘s attorneys.

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REPRESENTATIONS AND WARRANTIES:

The AGENCY will make no representations, warranties, or commitments binding CLIENT without its prior consent.

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NUMERICAL ESTIMATES/EXPECTATIONS:

Any project estimates provided are indicative only, since there is no guarantee of results provided for payment made. Performance is based on best efforts to renew beyond the AGREEMENT term.  Actual results may be greater or less than the numbers shared based on the relevant characteristics of each individual business and other external factors.

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FORCE MAJEURE:

The affected party is excused from performance under this AGREEMENT for the duration of the Force Majeure event thereby extending the completion date. If the Force Majeure event continues past the agreed AGREEMENT completion date, the AGREEMENT may be terminated and both parties excused from their liabilities. Force Majeure events include, but not limited to, fire, explosion, strikes, riots, terrorist activity, war, acts of nature which prohibit travel, pandemic, and acts of God.

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TERMINATION OF AGREEMENT:

CLIENT may initiate the process to terminate this AGREEMENT at any time with thirty days written notice to the AGENCY.

Upon termination of this AGREEMENT by CLIENT, CLIENT shall pay AGENCY all outstanding balances as well as one half of the remaining balance of the agreement. The AGREEMENT shall not be canceled until all balances and fees are paid.

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NONDISCLOSURE:

The AGENCY, its employees and subcontractors agree that, except as directed by the CLIENT, it will not at any time during or after the term of this Agreement disclose any confidential information. Likewise, the CLIENT agrees that it will not convey any confidential information obtained about the Developer to another party.

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NON-WAIVER:

Failure by one party of this Agreement to require performance of any provision(s) shall not affect that party’s right to require subsequent performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

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CONSEQUENTIAL DAMAGES:

Neither party to this Agreement will be held responsible for consequential (indirect) damages (e.g., loss of profit) because of any alleged failures by the other party.

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SIGNATURE AUTHORITY:

Both parties warrant that they have read and understand the terms set forth in this agreement. Each party hereby represents and warrants that s/he is duly authorized to execute and deliver this Agreement on behalf of Other Party and that this Agreement is binding upon Other Party in accordance with its terms.