READ THIS AGREEMENT AND THE INCORPORATED DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND FLIPSIDE PRODIGY INC. d/b/a AGENCY ACCESS.
PORTFOLIO BUILD AGREEMENT
This Portfolio Build Agreement ("Agreement") sets forth the terms and conditions between You as a Subscriber ("Subscriber") and Flipside Prodigy Inc. d/b/a Agency Access ("Agency Access") of 360 Motor Pkwy, Ste 700. Hauppauge, NY 11788, in connection with Your subscription for Portfolio Build services.
1. GENERAL TERMS
2. PAYMENT FOR SERVICES
The Portfolio Build consists of "Phases." Phases are a sequence of services that Agency Access offers to assist You in creating Your portfolio of images. The Phases offered by Agency Access may include "Initial Consultation", "Pre- Edit", "Shoot Guidance", "Final Web Site and Portfolio Book Edit", and such other Services as Agency Access may choose to offer as part of a Portfolio Build. Agency Access, in its exclusive discretion, may add to, amend, alter or eliminate which Phases it offers in connection with the Portfolio Build or what Services Agency Access will include in any Phase.
Each Phase must be completed within a specific timeframe as set forth in Your Subscription Agreement. You will have an opportunity to discuss which Phases You will select and the length of each when you Subscribe for a Portfolio Build. Although You may choose to Subscribe for some or all Portfolio Build Phases, each Phase builds on the prior one and cannot be completed out of sequence. Completion of each earlier Phase within the timeframe set forth in Your Subscription Agreement is a condition precedent to the next Phase.
Unless otherwise stated in Your Subscription Agreement, the duration of Your Subscription for a Portfolio Build is 12 months. Your Subscription Agreement with Agency Access will commence on the day that You a) agree to the Subscription Agreement; or b) receive a copy of the Subscription Agreement; or c) pay the initial payment due for the Subscription, whichever is earliest. The Subscription ends upon expiration of its duration. All Phases that You subscribe for must be completed within the duration of Your Subscription.
5. SUBSCRIBER CONTENT
6. SUBSCRIBER OBLIGATIONS
In order to receive certain Services under Your Subscription, You may be required to undertake certain assignments or tasks, such as, but not limited to, creation, selection, editing and submission to Agency Access of Subscriber's Content. ("Tasks") You agree that You will complete such Tasks in a thorough and timely manner in order to receive the Services under Your Subscription. You moreover acknowledge that, because each Phase of Portfolio Build must be completed in sequence before moving to the next Phase, it is up to You, as a Subscriber, to complete Your Portfolio Build Tasks. You will have an opportunity to discuss the Tasks necessary for each Phase that You select with Agency Access' representative, as well as the timeframe within which they must be completed, when You subscribe to Portfolio Build. Your failure to complete your Tasks is wholly out of Agency Access' control. It may delay Your progress to another Phase and/or prevent the completion of subsequent Phases within the Subscription's duration. In such circumstance, Agency Access may offer You an opportunity to extend or renew Your subscription at the fee then in effect at the time of Your renewal or extension or otherwise work with you, for an additional fee, to complete Your Portfolio Build Subscription. However, under no circumstances will Agency Access i) accelerate Phases or provide services for Phases out of order during Your Portfolio Build Subscription Duration, (ii) provide any unused services within the Portfolio Build after the Subscription has expired and not been extended or renewed, or other fee arrangements made in advance; or (iii) refund any money for any of the expired services.
You and Agency Access agree that each shall maintain and not disclose any and all confidential or proprietary information that is received from the other as a result of or in connection with Your Subscription and/or Services provided in connection therewith. Neither You nor Agency Access will, without the other's prior written consent, disclose to any third party any information concerning the other's proprietary or confidential information and material, including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Your Subscription and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice.
This clause shall survive termination of the Subscription Agreement.
9. DISCLAIMERS AND LIMITATIONS OF WARRANTIES
Agency Access uses reasonable efforts to provide the Portfolio Build Services that You have Subscribed to receive. However, the results of Portfolio Build depend on innumerable factors and market variables that are outside of Agency Access' control. As a result, although the Portfolio Build is intended to assist you in assembling Your image portfolio which may assist You to meet Your marketing goals, final results may vary.
PORTFOLIO BUILD, INCLUDING, BUT NOT LIMITED TO ALL RELATED SERVICES, MATERIALS AND WEBSITE CONTENT, ETC. ARE PROVIDED "AS IS." AGENCY ACCESS EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. AGENCY ACCESS IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF PORTFOLIO BUILD, ITS CONTENT AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. PORTFOLIO BUILD FUNCTIONS, OR THE MATERIALS AND CONDUCT AVAILABLE IN CONNECTION THEREWITH ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER'S AND/OR SUBSCRIBER'S USE OF PORTFOLIO BUILD AND ITS ASSOCIATED MATERIALS, INCLUDING THE AGENCY ACCESS WEBSITE OR RELATED SERVICES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER AGENCY ACCESS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF SUBSCRIBER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF PORTFOLIO BUILD, ITS CONTENT AND/OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT AGENCY ACCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. LIMITATION OF LIABILITY
12. COMPLETE AGREEMENT
Eff. Date January 29, 2015