Terms of service.
This Online Marketing Services Agreement, is between MediaVision.us “Agency”, and The client, "Client", and together with Agency, the "Parties", and each, a "Party".
WHEREAS, Agency is in the business of providing online marketing services, including search engine optimization (SEO), promotional microsite design, development, hosting, and analytics, social media marketing and management, influencer marketing, pay-per-click advertising (PPC), link building, reputation management, online competitive analysis, display advertising, and email marketing.
WHEREAS, Client is in the business of [DESCRIPTION OF BUSINESS] and sells [PRODUCT/SERVICE].
WHEREAS, Client wishes to retain Agency to provide the services set forth in the attached Exhibit A and in any applicable Statement of Work (the "Services").
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Agency Services and Responsibilities.
Agency Services. Agency shall use commercially reasonable efforts to provide to Client the services (the "Services") set forth in one or more statements of work to be issued by Client and accepted by Agency. Additional Statements of Work be deemed accepted and incorporated into this Agreement only if signed by Client and countersigned by the Agency Contract Manager (as defined in Section 1.3(a)(i), below). Agency shall provide the Services in accordance with the terms and subject to the conditions set forth in the relevant Services and this Agreement. Agency will not solicit digital marketing services from any member of America AlYoum, which is a non-profit organization, that among other things, manages and oversees a closed, members-only Facebook group (“America AlYoum Group”), until such time as said member of the America AlYoum Group inquires and engages Agency to provide said Services and executes this Agreement.
Time of the Essence. Subject to Client's timely cooperation in accordance with Section 2.1(c), Agency acknowledges that time is of the essence with respect to Agency's obligations hereunder and that prompt and timely performance of all such obligations is strictly required.
No Exclusivity. Agency retains the right to perform the same or similar type of services for third parties in Client's industry during the Term of this Agreement.
Meetings with Client. On Client's reasonable request, the Agency Contract Manager shall attend, and shall cause any relevant Agency Personnel to attend, in-person or telephonic meetings with Client Contract Manager (or its designee) to discuss the Services or the Campaign.
Restrictions on Expenditures. Subject to Section 4.1, Agency shall not incur any unreasonable cost or expenditure in connection with the Campaign or any Service without Client's prior written approval.
Compliance with Laws. Agency shall at all times comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and its performance hereunder, except to the extent that failure to comply could not, in the aggregate, reasonably be expected to have a material adverse effect on its business or on its ability to comply with its obligations under this Agreement/Material Adverse Effect. Without limiting the generality of the foregoing, each party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement.
Compliance with Industry Standards. Agency shall comply with digital marketing industry standards and self-regulatory guidelines and best practices in providing the Services.
Client Obligations and Responsibilities.
Client shall:
Appoint and, in its reasonable discretion, replace a Client representative to serve as the primary contact with respect to this Agreement, which representative will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the "Client Contract Manager").
Provide copies of or access to Client's information, documents, samples, products, or other material (collectively, "Client Materials") as Agency may request in order to carry out the Services in a timely manner, and ensure that they are complete and accurate in all material respects;
Client and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the US (collectively "Intellectual Property") therein. This shall include all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
Respond promptly to any Agency request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Agency to perform the Services in accordance with the requirements of this Agreement.
Communicate solely with Agency through email correspondence at the following email address: info@americaalyoum.com
Agree that neither America AlYoum nor Agency can guarantee monetary or specific marketing results and further agrees to release America AlYoum and Agency for any and all liability associated with this Agreement.
Intellectual Property Rights; Ownership.
License to Certain Client Intellectual Property.
Subject to and in accordance with the terms and conditions of this Agreement, Client grants Agency and its affiliates a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the Term to use Client's Intellectual Property solely to the extent necessary to provide the Services to Client.
Client grants no other right or license to any Client Intellectual Property to Agency by implication, estoppel, or otherwise. Agency acknowledges that Client owns all right, title, and interest in, to, and under the Client's Intellectual Property and that Agency shall not acquire any proprietary rights therein. Any use by Agency or any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign (collectively "Representatives") of Agency of any of Client's Intellectual Property and all goodwill and other rights associated therewith shall inure to the benefit of Client.
Ownership of and License to Deliverables.
Client is and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Client hereunder by or on behalf of Agency in connection with the Campaign or developed or created in the course of performing the Services, including all Intellectual Property therein (collectively, the "Deliverables"). Agency acknowledges and will cause Agency Personnel to agree that with respect to any copyrights in any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, Client shall own the copyrights in such Deliverables as a "work made for hire" for Client. With respect to any of the Deliverables that do not constitute a "work made for hire," Agency hereby irrevocably assigns and shall cause the Agency Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables. The Agency shall cause the Agency Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Agency Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.
Upon the request of Client, Agency shall, and shall cause the Agency Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect, or record its rights in or to any Deliverables.
Fees and Expenses; Payment Obligations.
Fees and Expenses.
In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Agency:
the fees set forth on Exhibit A attached hereto for the Services described on Exhibit A, which amount shall be inclusive of any costs of materials or other expenses of Agency in providing such Services;
Agency shall issue monthly invoices to Client for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 4.1(b).
Payment to Agency of the fees set forth in Section 4.1(a)(i) and Section 4.1(a)(ii) shall constitute payment in full for the performance of the Services, and Client shall not be responsible for paying any other fees, costs, or expenses.
Payment. Client shall pay all properly invoiced amounts via ACH.
Taxes. All fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts. Agency shall be responsible for any taxes imposed on, or with respect to, Agency's income, revenues, gross receipts, personnel, or real or personal property, or other assets. Client shall be solely responsible for the payment of any sales and use taxes assessed against the sale of Client's goods and services.
Representations, Warranties, and Certain Covenants.
Agency represents, warrants, and covenants to Client that:
it shall comply with, and ensure that all Agency Personnel and Permitted Third Party Agency’s comply with, all specifications, rules, regulations, and policies of Client that are communicated to Agency in writing;
Client will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;
none of the Services, Deliverables, or client's use thereof infringe or will infringe any Intellectual Property of any third party arising under the laws of the United States, and, as of the date hereof, there are no pending or, to Agency's knowledge, threatened claims, litigation, or other proceedings pending against Agency by any third party based on an alleged violation of such Intellectual Property, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (i) any Client Materials or any instruction, information, designs, specifications, or other materials provided by Client to Agency, (ii) use of the Deliverables in combination with any materials or equipment not supplied or specified by Agency, if the infringement would have been avoided by the use of the Deliverables not so combined, and (iii) any modifications or changes made to the Deliverables by or on behalf of any person other than Agency.
no Deliverables provided in electronic form by Agency to Client contain or will contain any (i) trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access or to disable, erase, or otherwise harm any computer, systems or software, or (ii) any time bomb, drop dead device or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of a person other than an authorized licensee or owner of a copy of the program or the right and title in and to the program; and
NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 5, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW[, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE,] OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5.
Indemnification.
Client Indemnification Obligations. Client shall defend, indemnify, and hold harmless Agency, and its officers, directors, employees, agents, Affiliates, successors, and permitted assigns (collectively, "Agency Indemnified Party"), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") , that are incurred by Agency Indemnified Party in a final judgment, administrative proceeding, or any alternative dispute resolution proceeding arising out of or resulting from any third-party Claim or direct Claim alleging:
material breach by Client or its Personnel of any representation, warranty, covenant, or other obligations set forth in this Agreement;
gross negligence or more culpable act or omission of Client or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and
that any Client Materials or Client Intellectual Property or Agency's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party.
Agency Indemnification Obligations. Agency shall defend, indemnify, and hold harmless Client, and its officers, directors, employees, agents, successors, and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all Losses, arising out or resulting from any third-party Claim alleging:
material breach by Agency or its Personnel of any obligations set forth in this Agreement;
gross negligence or more culpable act or omission of Agency Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
that any of the Services or Deliverables or Client's receipt or use thereof infringes any Intellectual Property of a third.
Exceptions and Limitations on Indemnification.
Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting from the other Party's:
willful, reckless or negligent acts or omissions; or
bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
Notwithstanding anything to the contrary in this Agreement, Client shall have no obligations to indemnify or defend Agency or any of its Representatives against any Losses arising out of or resulting, from infringement claims relating to:
any Deliverables or any instruction, information, designs, specifications, or other materials provided by Agency in writing to Client;
Agency's use of any Client Materials or Client Intellectual Property in combination with any materials or equipment not supplied to Agency or specified by Client in writing, if the infringement would have been avoided by the use of the Client Materials or Client Intellectual Property not so combined; or
any modifications or changes made to the Client Materials or Client Intellectual Property by or on behalf of any person other than Client or Client Personnel.
Notwithstanding anything to the contrary in this Agreement, Agency shall have no obligations to indemnify or defend Client or any of its Representatives against any Losses arising out of or resulting, from infringement claims relating to:
any Client Materials or any instruction, information, designs, specifications, or other materials provided by Client in writing to Agency;
Client's use of the Deliverables in combination with any materials or equipment not supplied to Client or specified by Agency in writing, if the infringement would have been avoided by the use of the Deliverables or Intellectual Property of Agency not so combined; or
any modifications or changes made to the Deliverables by or on behalf of any person other than Agency or Agency Personnel.
Indemnification Procedures. A party seeking indemnification under this Section 6 (the "Indemnified Party") shall give the Party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.
EXCLUSIVE REMEDY. EXCEPT FOR THE EQUITABLE REMEDIES AVAILABLE TO THE PARTIES SET FORTH IN SECTION 11.8, THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 6.
Limitation of Liability.
NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR INDEMNIFICATION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES' [LIABILITY FOR INDEMNIFICATION, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED TWO TIMES THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO MARKETER PURSUANT TO THIS AGREEMENT.
Confidentiality. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall from disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives.
Term; Termination.
Term. The term of this Agreement commences on the Effective Date and continues month to month unless it is earlier terminated in accordance with the terms of this Agreement (the "Term").
Termination for Cause.
Either Party may terminate this Agreement, effective upon written Notice, to the other Party (the "Defaulting Party") if the Defaulting Party:
materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure (other than a failure by Client to make timely payments (a "Payment Failure"), which is separately addressed in Section 10.2(b)), the Defaulting Party does not cure such breach within five (5) days after receipt of written notice of such breach;
becomes insolvent or is generally unable to pay its debts as they become due;
files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
makes or seeks to make a general assignment for the benefit of its creditors;
applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
is dissolved or liquidated; or
is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than sixty (60) consecutive days.
Agency may terminate this Agreement, effective upon written Notice to Client if:
a Payment Failure by Client continues for sixty (60) days after Client's receipt of written notice of nonpayment; or
Termination without Cause. Client may terminate this Agreement or any Services on thirty (30) days' prior written Notice to Agency. Client will reimburse Agency for all approved, non-cancellable expenses accrued by Agency to perform the Services.
Effect of Expiration or Termination.
Expiration or termination of this Agreement will not affect any rights or obligations that:
are to survive the expiration or earlier termination of this Agreement; and
were incurred by the Parties prior to such expiration or earlier termination.
Upon the expiration or termination of this Agreement for any reason, each Party shall promptly:
destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information;
permanently erase all of the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files; and
certify in writing to the other Party that it has complied with the requirements of this clause;
Upon expiration or termination of this Agreement for any reason, Agency shall:
promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Materials;
provide reasonable cooperation and assistance to Client upon Client's written request and at Client's expense in transitioning the Services to an alternate Agency; and
on a pro-rata basis, repay any fees and expenses paid in advance for any Services or Deliverables that have not been provided.
In no event shall Client be liable for any Agency Personnel termination costs arising from the expiration or termination of this Agreement.
Subject to Section 10.4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of [the terminating Party's rights or remedies/either Party's rights, remedies, or defenses] under this Agreement, at law, in equity or otherwise.
Miscellaneous.
Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Survival. Subject to the limitations and other provisions of this Agreement, the provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of 12 months after such expiration or termination.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile [or e-mail] (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 11.3.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.
Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.
Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 8 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 11.8.
Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
No Third-Party Beneficiaries.
Subject to Section 11.10(b), this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
The parties hereby designate the Client Indemnified Parties and Agency Indemnified Parties as third-party beneficiaries of Section 6 of this Agreement having the right to enforce Section 6.
Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America.
Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Agency is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
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