Terms and Policies.
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 PO Box 674, Kings Park, NY 11754 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").
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 combined consulting, strategy, design and marketing services ("Services") through the Campaign Manager Program to Subscribers who subscribe to the Campaign Manager Programs and pay fees in connection therewith. In addition to agreeing to this Agreement and the Terms of Use, in order to subscribe to Campaign Manager, 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 Campaign Manager 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. 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. DURATION
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.
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 You choose to use the Services available to You through Your Subscription. 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.
4. 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.
5. SCHEDULES
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.
6. 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.
7. 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.
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
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.
10. 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.
11. 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
