This Agreement is entered into between Unfiltered Media Group LLC (“Company”), having a principal place of business at 1300 Riverside Ave, Unit 206, Fort Collins, CO 80524, and the subscribing company (“Client”), as of the subscription creation datge (the “Effective Date”). In consideration of the promises and the mutual agreements, covenants, and provisions contained in this Agreement, the parties agree and declare as follows:
1. Client Services. Company agrees to perform the services as outlined in collaborative communication. The company will accurately maintain all records required and necessary to perform these services and will fully and accurately disclose, upon Client’s request, all information and documents that may come into its possession under this Agreement.
2. Client Duties. Client agrees to provide Company with all information reasonably necessary to assist Company in performing the services outlined in this Agreement.
3. Compensation. Company shall submit invoices and receive payment in specified intervals based on the subscription type. Invoices will be paid within 15 days of receipt and approval of delivered work by the Client.
4. Term. The Term of this Agreement shall be dictated by the subscription selected. If the agreement is cancelled within 30 days of a monthly subscription creation, Company agrees to refund the subscription dues.
5. Acknowledgements of Independent Client Status. THE CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY HAS BEEN RETAINED SOLELY TO PROVIDE THE SERVICES SET FORTH IN THIS AGREEMENT AND IS NOT AN AGENT OF THE CLIENT. COMPANY ACKNOWLEDGES AND AGREES THAT IT SHALL ACT AS INDEPENDENT COMPANY, FROM WHICH ANY DUTIES ARISING OUT OF ITS ENGAGEMENT HEREUNDER SHALL BE OWED SOLELY TO THE CLIENT. COMPANY WILL BE RESPONSIBLE FOR PAYING ANY TAXES OWED ON THE COMPENSATION PROVIDED BY THIS AGREEMENT.
6. Indemnification. Company will indemnify the Client, its officers, directors, agents, and employees against and hold them harmless from all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys’ fees, solely caused by an act or omission of the Company. Client will indemnify Company, against and hold it harmless from all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys’ fees, solely caused by an act or omission of Client.
7. Force Majeure. The performance of Company or Client shall be excused to the extent the performance is delayed or prevented by reason of an act of God, fire, explosion, war, riot, strike, labor dispute, governmental law, order or regulation, or any other event not reasonably within the control of the party whose performance is excused. The party affected by any such event shall use due diligence to remove the cause affecting such performance with reasonable dispatch, except that settlement of labor disputes shall be within the discretion of the party affected. Client shall extend any deadlines as appropriate as a result of any of the aforementioned events, with no penalty to Company.
8. Confidential Information. Each party acknowledges that it may be furnished with or may otherwise receive or have access to information or material that relates to past, present or future products, research, development, inventions, processes, techniques, designs or technical information and data, purchase orders and marketing plans. (The “Confidential Information”). Each party agrees to preserve and protect the confidentiality of the Confidential Information and all of its physical forms, whether disclosed to the other party before this Agreement is signed or afterward, including the terms of this Agreement. In addition, a party shall not disclose or disseminate the Confidential Information for its own benefit or for the benefit of any third party. The previously stated obligations do not apply to any information that (1) is publicly known; (2) is given to a party by someone else who is not obligated to maintain confidentiality; or (3) a party had already developed prior to the day this Agreement is signed, as evidenced by documents. Neither party shall take or cause to be taken any physical forms of Confidential Information (nor make copies of same) without the other party's written permission. Within three (3) days after the termination of this Agreement (or any other time at the other party's request), a party shall return to the other party all copies of Confidential Information in tangible form. Despite any other provisions of this Agreement, the requirements of this paragraph shall survive termination of this Agreement. In the event of a required disclosure, the party from whom such disclosure is to be required shall give the other all reasonably possible notice so as to facilitate such other party being able, should it so desire, to seek a protective order or similar protection. The party from which disclosure is sought shall fully cooperate with the other party's efforts to obtain such protection.
9. Intellectual Property. Company shall retain all Intellectual Property Rights that (i) Company owned prior to the Effective Date of this Agreement; (ii) Company created outside of the Scope of Work for the Client now and before this agreement. All ideas, designs, inventions, discoveries, proprietary information, know-how, processes, programs and other developments and, more specifically, improvements to existing inventions, created in connection with the Services provided by Company hereunder (“Work Product”), shall be deemed to be “works made for hire” and are and shall remain the exclusive property of the Client. Company hereby irrevocably assigns and agrees to assign all right, title and interest in and to such Work product to Client.
10. Property and Information. Immediately upon any termination or expiration of this Agreement, the Parties will immediately return/provide the other party’s property, Confidential Information, and work related to this Agreement in its possession.
11. Remedies. In the event that amounts due under this Agreement are not paid as provided herein, the costs of collection shall be awarded to Company. Any unpaid amounts shall bear interest at the annual rate of eight percent (6%). Neither party shall be liable for punitive or consequential damages.
12. Dispute Resolution. Except as expressly provided otherwise in this Agreement, any dispute, in any way, arising out of or related to this Agreement (including any amendments or extensions), or the breach or termination thereof, shall be addressed first by mediation, and if mediation is unsuccessful, then by litigation. If the parties are unable to select a mutually agreed upon mediator within fourteen (14) days of one party’s notice to the other party of their intent to mediate, then Company shall select a mediator of its choice to mediate any disputes. Each party must attend the mediation in good faith and an employee, officer, director or other authorized agent of each party, with settlement authority, shall attend the mediation. If mediation is unsuccessful and the parties cannot resolve their dispute at mediation, then within thirty (30) days following a failed mediation, the parties may file suit in Colorado. In the event of litigation concerning the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs incurred by it, including such party’s reasonable attorneys’ fees.
13. Non-Assignability. Neither Party may, without the other Party’s prior written consent, assign or transfer this Agreement or any rights or obligations hereunder.
14. Headings. The descriptive headings of the sections and subsections of this Agreement are intended for convenience only and do not constitute parts of this Agreement.
15. Attorneys’ Fees. In case of any action or proceeding to compel compliance with, or for a breach of any of the terms and conditions of this Agreement, the prevailing party will be entitled to recover from the non-prevailing party all costs of such action or proceeding, including, without limitation, reasonable attorneys’ fees, accountants’ fees, costs, and disbursements.
16. Entire Agreement. This Agreement constitutes the parties’ entire agreement with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants, or understandings other than those expressly set forth herein. This Agreement supersedes all prior agreements or understandings between the parties, and may not be modified or amended in any manner other than as set forth herein.
17. Amendment, Modification, or Waiver of Agreement. No amendment, modification, or waiver of this Agreement will be valid unless the amendment, modification, or waiver is in writing and signed by Client and by Company. The failure of any party at any time to insist upon the strict performance of any provision of this Agreement will not be construed as a waiver of the right to insist upon the strict performance of the same provision at any future time.
18. No Third-Party Beneficiaries. Nothing in this Agreement will be construed to give any rights or benefits in this Agreement to anyone other than Client and the Company. All duties and responsibilities undertaken under this Agreement will be for the sole and exclusive benefit of the Client and the Company, and not for the benefit of any other party.
19. Governing Law. This Agreement and any dispute or controversy arising from this Agreement will be construed in accordance with and governed by the laws of the State of Colorado
20. Severability. If any provision in this Agreement is determined to be invalid or unenforceable by a court, arbitrator, or mediator of competent jurisdiction, the parties desire and agree that the remaining provisions of the Agreement will nevertheless continue to be valid and enforceable.