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.
CAMPAIGN MANAGER PROGRAM AGREEMENT
This Campaign Manager Program 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 Campaign Manager services (including, "Campaign Manager" "Campaign Manager Plus", "Campaign Manager Pro", "Campaign Manager Basic" and "Campaign Manager Lite".)(Collectively, "Campaign Manager Program").
1. GENERAL TERMS
2. PAYMENT FOR SERVICES
Each Campaign Manager Program is at least 12 months and no more than 15 months in duration. You will have an opportunity to discuss the duration of Your subscription with Agency Access when you subscribe. Unless otherwise stated in Your Subscription Agreement, the duration of Your Subscription to the Campaign Manager Program will be 15 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.
4. SUBSCRIBER CONTENT
The Campaign Manager Program consists of several stages or components that occur at defined times throughout its duration. As a Subscriber, it is necessary that You meet certain deadlines at defined times during Your Subscription as a condition of proceeding to the next stage or component. You will have an opportunity to discuss these deadlines and their effect on the components of the Campaign Manager Program with Agency Access so that a schedule may be created for Your Subscription. ("Subscription Schedule") Generally, each component of the Subscription Schedule depends on the completion of the preceding component(s). Therefore, it is essential that You meet Your deadlines as set forth in Your Subscription Schedule. Your failure to adhere to the Subscription Schedule is wholly out of Agency Access' control and may prevent the completion of some components of the Campaign Manager Program within the Subscription's duration. If You do not adhere to the Subscription Schedule, 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 the Campaign Manager Program. However, under no circumstances will Agency Access i) accelerate component(s) within the program in order to complete it within Your Subscription Schedule timeframe, (ii) provide any unused services within the Campaign Manager Program 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 advise.
This clause shall survive termination of the Subscription Agreement.
8. DISCLAIMERS AND LIMITATIONS OF WARRANTIES
Agency Access uses reasonable efforts to provide the Campaign Manager Program Services that You have Subscribed to receive. However, the results of any marketing effort depend on innumerable factors and market variables that are outside of Agency Access' control. As a result, although the Campaign Manager Program is intended to assist you to meet Your marketing goals, final results may vary.
THE CAMPAIGN MANAGER PROGRAM, 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 THE CAMPAIGN MANAGER PROGRAM, ITS CONTENT AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE CAMPAIGN MANAGER PROGRAM 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 CAMPAIGN MANAGER PROGRAM 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 THE CAMPAIGN MANAGER PROGRAM, 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.
9. LIMITATION OF LIABILITY
11. COMPLETE AGREEMENT
Eff. Date January 29, 2015