The terms and conditions set forth herein constitute the full and complete Agreement Ledoux Enterprises (hereinafter “Mayhem Digital Media”), and You, the Contractor (hereinafter “Contractor”), its assigns, agents, and contractors, and is effective immediately upon electronic execution. This Agreement sets forth the terms and conditions of Contractor’s use of Mayhem Digital Media’s Integrated Marketing Platform.
1. TERM
The Term of this Agreement shall commence immediately upon electronic execution (the “Effective Date”) and shall continue for a period of (3) month (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall continue on a month-to-month basis, unless terminated by either Party.
2. PROMOTION
Contractor agrees to grant authority to Mayhem Digital Media to create and publicize advertising and other content in Contractor’s name and on Contractor’s social media and other properties.
3. CONFIDENTIALITY
During the term of this Agreement and for two (2) years thereafter, except (i) as may be required by law, regulation, or court order; (ii) on a need to know basis to employees, consultants, counsel, accountants, investors or other professional advisers of the Parties; (iii) in connection with required tax and accounting disclosures; and (iv) as specified below and under Publicity:
a. Non-Disclosure of Confidential Information. The Parties agree (i) not to disclose to any third party or use any Confidential Information disclosed by the other Party except as expressly permitted in this Agreement and (ii) to take all reasonable measures to maintain the
confidentiality of all Confidential Information in Party’s possession or control.
b. Confidential Information. For the purposes of this Agreement, “Confidential Information” means information about a Party (or its partners’ or customers’) business or activities that is proprietary and confidential, which shall include business, financial, technical and other information which is marked as “confidential” or “proprietary” (or similarly), received from a Party related to Agreement, or ought in good faith to be treated as confidential.
c. Non-Confidential Information. Confidential Information will not include information that (i) is in or enters into public domain without breach of this Agreement; (ii) Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) Party knew prior to receiving such information from other Party or develops independently.
4. CONSIDERATION
Contractor agrees to pay a monthly subscription fee (hereinafter “Subscription Fee”) to Mayhem Digital Media.
5. CREDIT CARD AUTHORIZATION
Contractor authorizes Mayhem Digital Media to charge Contractor’s credit card on an ongoing basis on or around the same day of each successive calendar month for the Subscription Fee agreed upon in the attached proposal. If Contractor fails to pay the Subscription Fee, Mayhem Digital Media reserves the right to immediately terminate all services provided to Contractor without notice. ALL PAYMENTS ARE NON REFUNDABLE.
7. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Mayhem Digital Media and its affiliates, officers, directors, employees and consultants, from and against any and all claims, losses, liabilities and damages of any kind resulting from a breach of your representations and warranties or from your access to and use of the System or the services provided hereunder.
8. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of California. The Parties agree to submit to the personal and exclusive jurisdiction of the courts located in San Diego County, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The prevailing party in any litigation shall be entitled to seek attorney’s fees
9. ASSIGNMENT
Contractor may not assign this Agreement, in whole or in part, without Mayhem Digital Media’ written consent. Any attempt to assign this Agreement without such consent will be null and void.
10. ENTIRE AGREEMENT
This Agreement, and any and all exhibits and attachments, are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
11. REPRESENTATION
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS THE SYSTEM THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SYSTEM.
IN WITNESS WHEREOF, Mayhem Digital Media and Contractor execute this Agreement with the intent of being mutually bound by its terms. The signatories below warrant and represent their authority and capacity to bind the entity for which they sign.