Terms and Policies.
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 PO Box 674, Kings Park, NY 11754, in connection with Your subscription for Portfolio Build services.
This Agreement is incorporated into, made part of and is subject to Agency Access' Terms and Conditions of Use ("Terms of Use"), which You may access by clicking here. All terms defined in the Terms of Use shall have the same meaning when used in this Agreement as provided in the Terms of Use unless otherwise noted.
1. GENERAL TERMS
Agency Access offers certain services ("Services") to Subscribers who subscribe to a Portfolio Build and pay fees in connection therewith, that are intended to assist the Subscriber in creating the Subscriber's portfolio of images. In addition to agreeing to this Agreement and the Terms of Use, in order to subscribe to a Portfolio Build, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice ("Subscription Agreement") with Agency Access. The general Subscription Agreement form can be accessed by clicking here. You will have an opportunity to discuss the specific or individual terms applicable to Your Subscription for a Portfolio Build when you arrange for Your Subscription with Agency Access. Your Subscription Agreement will set forth the service components of the Portfolio Build ("Phases") that You select in Your subscription.
2. PAYMENT FOR SERVICES
As compensation for the Services described in Your Subscription Agreement, You agree to pay a fee to Agency Access as set forth in Your Subscription Agreement. Subscription Fees are due and payable by You upon Your receipt of Agency Access' Subscription Agreement, unless alternative payment arrangements have been made. Further terms that may affect Your payment obligations are set forth in the Terms of Use and are incorporated as if fully set forth herein. The Terms of Use, in its entirely, can be accessed by clicking here.
3. PHASES
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.
4. DURATION
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.
You may not cancel Your Subscription(s) under any circumstances. You will be required to make all payments due during the duration of the Subscription regardless of whether or not You complete the Phases that you have chosen in Your Subscription Agreement. After expiration of Your Subscription(s), You and Agency Access may agree to extend or renew the Subscription Agreement under the Terms of Use and fees then in effect.
5. SUBSCRIBER CONTENT
In order to receive Services under Your Subscription, You may be required to provide certain Subscriber's Content or other materials in which You may have proprietary or intellectual property interest. Any and all content supplied by You or created, edited or amended in connection with the Services in Your Agreement are subject to all licenses, warranties and uses set forth in the Terms of Use and its incorporated Privacy and Intellectual Property Policies, which are incorporated as if more fully set forth herein and may be accessed by clicking here.
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.
The obligations set forth in this paragraph concerning are in addition to and do not replace any Subscriber's obligations set forth in the Terms of Use, Subscription Agreement or all incorporated documents to which You have agreed to be bound as a term and condition of Your Subscription. You may directly access the Terms of Use by clicking here.
7. CONFIDENTIALITY.
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.
8. WARRANTIES
By entering into this Subscription Agreement, You hereby acknowledge and agree that it is expressly subject to all warranties, promises and guarantees given and made by You, as a Subscriber to Agency Access and Agency Access to You as are set forth in the Terms of Use, which is incorporated herein by reference as if fully set forth herein. You may directly access the Terms of Use by clicking here.
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
AGENCY ACCESS DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL AGENCY ACCESS BE LIABLE FOR GENERAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES WITHOUT LIMITATION AS TO WHETHER SUCH DAMAGES ARE CONSIDERED TO BE DIRECT, GENERAL OR CONSEQUENTIAL DAMAGES. AGENCY ACCESS SHALL NOT BE LIABLE, (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT, THE TERMS OF USE OR OTHER AGREEMENT, EXCEPT TO THE EXTENT OF AGENCY ACCESS' GROSS NEGLIGENCE OR WILLFUL CONDUCT. IT IS AGREED THAT SHOULD ANY LIABILITY ON THE PART OF AGENCY ACCESS BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY. THEREFORE IT IS AGREED THAT IN NO EVENT MAY THE SUBSCRIBER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE OF FEES PAID TO AGENCY ACCESS OR $500 IN THE EVENT THAT NO FEES WERE PAID, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.
11. AMENDMENT.
Agency Access reserves the right to modify, update, add, delete, revise and change this Agreement as well as the Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You "click" the Accept button on the <agencyaccess.com> Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.
12. COMPLETE AGREEMENT
This Agreement, as well as the Terms of Use, Subscription Agreement, and any documents expressly referenced or incorporated therein, together constitute the full agreement between You and Agency Access as to the matters contained therein. Any term not specifically addressed in this Agreement shall be governed by the Terms of Use and incorporated documents. In the event of a conflict between this Agreement and the Terms of Use, the specific terms of this Agreement shall apply.
Version 1
Eff. Date January 29, 2015
