Terms and Policies.
AUTO RENEWAL SUBSCRIPTION AGREEMENT
This Auto Renewal Subscription 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 Auto Renewal Subscription ("Auto Renewal").
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 (“Services”) through the Auto Renewal to Subscribers who are looking for access to its database of creative professionals as well as a variety of marketing software under a monthly or annual auto-renewal and pay fees in connection therewith. In addition to agreeing to this Agreement and the Terms of Use, in order to subscribe to Auto Renewal, 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 individual terms applicable to Your Subscription for Auto Renewal when you arrange for Your Subscription with Agency Access. Your Subscription Agreement will set forth the individual components and services that You select in Your subscription.
2. MEMBERSHIP SUBSCRIPTIONS
A. MONTHLY SUBSCRIPTION
Your monthly subscription will start when Agency Access confirms your payment and will continue for a period of thirty days. When you purchase a monthly subscription, auto-renew is automatically selected in your Agency Access Account. You authorize us to store your payment and to automatically charge your payment method every month until you cancel. You may cancel your subscription at any time within any 30-day subscription period. However, any cancellation will only become effective at the end of the 30-day subscription period it was submitted in. No refunds and/or rebates will be paid for any part of the 30-day subscription. Because there’s no annual contract, your monthly rate is subject to change, but you will be notified of any change in your monthly rate with the option to cancel in accordance with these terms.
B. ANNUAL SUBSCRIPTION
Your annual subscription will start when Agency Access confirms your payment and will continue for a period of one year. Annual subscriptions purchased are paid in full in advance. When you purchase an annual subscription, auto-renew is automatically selected in your Agency Access Account. You authorize us to store your payment and to automatically charge your payment method every year until you cancel. Your annual rate is subject to change, but you will be notified of any change in your annual rate with the option to cancel in accordance with these terms. You may cancel your subscription at any time within any annual subscription period. However, any cancellation will only become effective at the end of the annual subscription period it was submitted in. No refunds and/or rebates will be paid for any part of the annual subscription. Cancellation that take place within 30 days after the auto renewal date can still be cancelled but a fee equal to 20% of the renewed annual subscription will be due. Cancellation requests after the 30-day period of your renewal date, will not be granted under any circumstances. Subscription Fees are not refundable or cancelable under any circumstance following the 30-day period after the auto renewal date.
3. SUBSCRIPTION CANCELLATION
The only valid method for cancelling your Auto Renewal Subscription is by clicking on the cancellation link that is accessible after logging into your Agency Access account. This link is located in the Membership section of the Account/Settings window of your dashboard. Instructions on how to cancel your Agreement can be accessed by clicking here. Requests to cancel by email, phone or live chat are not considered, and do not finalize a cancellation. Once you submit your request you will receive an email confirmation within 24 business hours that the cancellation has been completed. If you do not receive this confirmation within that time, please contact Customer Support within 48 business hours to resolve or your cancellation request will be considered invalid. You are still responsible for any past due payments before your cancellation request was received and will need to be paid in full even after a cancellation request is processed.
4. 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.
5. DURATION
All Subscriptions are for a limited period of time ("duration"). The duration of a Subscription is a thirty (30) day subscription or a one-year (12 months) subscription unless a different term is stated in the Subscription Agreement between You and Agency Access, in which case that duration will apply. Unless otherwise noted in writing, the Subscription commences on the day that You a) agree to the Subscription Agreement; b) receive a copy of the invoice; or c) pay the initial payment due for the Subscription, whichever is earliest. The Subscription automatically renews after its duration. You will be required to make all payments due during the duration of the Subscription regardless of whether You choose to access the Website, Contact Database or use the Services You agreed to in the Subscription Agreement.
6. 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.
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 advise.
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 Auto Renewal Subscription 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 Auto Renewal Subscription is intended to assist you to meet Your marketing goals, final results may vary.
THE AUTO RENEWAL SUBSCRIPTION, 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 AUTO RENEWAL SUBSCRIPTION, 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 AUTO RENEWAL SUBSCRIPTION 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 AUTO RENEWAL SUBSCRIPTION 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 AUTO RENEWAL SUBSCRIPTION, 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 THESE 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
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 28, 2021
