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Terms

Terms and Conditions
Bounce Marketing Inc is a Florida Based Charity doing business as Bounce Marketing Foundation. From time to time, our agency may offer free advice to our clients. Any legal related advice should be handled with a practicing attorney. Any actions or inaction taken from the consulting or workshops is the sole responsibility of the client. The client shall hold Bounce Marketing Inc harmless of any overcomes positive or negative based on the free services rendered.

The charitable contribution and/or purchase of any services is made and entered into with Bounce Marketing Inc. (“BOUNCE! & Bounce Marketing Foundation”) a Florida 501c3 Non–Profit Corporation, having a principal place of business at 610 Deltona Blvd, Deltona, Florida , and the buyer or client on a legally binding document.

The BounceMarketing.org website (herein referred as the “Site”) is an online website provided by Bounce Marketing Inc doing business as Bounce Marketing Foundation (herein referred as the “Company”). If you continue to browse and access the site, you are agreeing to comply with and be bound by the terms and conditions. Please do not access or use the Site should you disagree with any part of the terms of conditions.

Please note that our company may change this agreement without notice, such that the effect of the amendment shall be effective immediately upon the posting of the modified agreement on the Site. Your continued access of this site shall be deemed a conclusive acceptance of the amended agreement.

Please be aware any individual or organization doing business with Bounce Marketing Inc is responsible for any required permits, licensing, or whatever.

The following Terms of Service govern all use of the Bounce Marketing Inc website and all content, services and products available at or through the website or at its offices. This Website is owned and operated by Bounce Marketing Inc. This Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by Bounce Marketing Inc (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the web site, and our services. By accessing or using any part of this Website or our services, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you should discontinue accessing this website and/or any of our services.

Your Account.
You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with it. You must not use your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Bounce Marketing Inc may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Bounce Marketing Inc liability. You must immediately notify Bounce Marketing Inc of any unauthorized uses of your account or any other breaches of security. Bounce Marketing Inc will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts, design approvals, payment for services rendered or omissions of any kind.

Responsibility of Website Visitors.
Bounce Marketing Inc has not reviewed, and cannot review, all of the material, including computer software, posted to Internet or on this Website, and cannot therefore be responsible for that material’s content, use or effects. By visiting this Website, Bounce Marketing Inc does not represent or imply that it endorses any posted material, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. This Website may contain content which you may deem to be offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. This Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Bounce Marketing Inc disclaims any responsibility for any harm resulting from the use by Website users, or from any downloading by those users of content there posted.

Content Posted on Other Websites.
Bounce Marketing Inc has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Bounce Marketing Inc links, and that link to Bounce Marketing Inc. Bounce Marketing Inc does not have any control over those non-Bounce Marketing Inc websites and webpages, and is not responsible for their contents or their use. By linking to a non-Bounce Marketing Inc website or webpage, Bounce Marketing Inc does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Bounce Marketing Inc disclaims any responsibility for any harm resulting from your use of non-Bounce Marketing Inc websites and webpages.

Copyright Infringement and DMCA Policy.
As Bounce Marketing Inc asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Bounce Marketing Inc violates your copyright, you are encouraged to notify Bounce Marketing Inc’s admin now in accordance with the Digital Millennium Copyright Act. Bounce Marketing Inc will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a client who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Bounce Marketing Inc or others, Bounce Marketing Inc may, in its discretion, terminate or deny services to a client. In the case of such termination, Bounce Marketing Inc will have no obligation to provide a refund of any amounts previously paid to Bounce Marketing Inc.

This website contains material which is owned by or licensed by bouncemarketing.org, its affiliates, or other third party licensors, and is protected by international copyright and trademark laws. The material includes, but is not limited to text, graphics, code, and software. You may not modify, copy, reproduce, republish, transmit, or distribute the material in any manner. Portions of material from the different areas in the Site may be printed and downloaded provided that these be used for personal and non-commercial purposes and that you agree not to alter any copyright or proprietary notice from the materials. You agree to bouncemarketing.org a worldwide non-exclusive, royalty-free, perpetual license to exercise the rights in the material as stated below:

To sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any material and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums, and newsgroups) or by e-mail to bouncemarketing.org by all means and in any media now known or hereafter developed.

Use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing, and promotional material related thereto.

To have no recourse against bouncemarketing.org for any alleged or actual infringement or misappropriation of any proprietary right in your communications to bouncemarketing.org

All publications, products, content, or services referenced in the Site are the exclusive trademarks or service marks of bouncemarketing.org and are protected by international copyright and trademark laws. Other product and company names mentioned in the Site which are not the property of or licensed to bouncemarketing.org are acknowledged on the website.

YOUR RIGHT TO USE THE SITE AND ITS CONTENT
With the exception of information, products, or services clearly identified as being supplied by bouncemarketing.org, the Site does not operate, control, or endorse any information, products, or services on the Internet in any way. All information, products, or services that are not identified bouncemarketing.org but are offered through the Site or on the Internet generally are by and from third parties that are not affiliated withseotechexpert.com

Files available for downloading through the Site are not guaranteed by bouncemarketing.org to be free from infection or viruses, worms, Trojan horses, or other codes that may contaminate or destroy properties. You shall take the responsibility of implementing adequate procedures to meet your particular requirements for data input and output accuracy, and for upholding your own means for the retrieval of any lost data.

You agree to assume all risk and responsibility for your use of the Site and the Internet. The Site provides “as is” information and does not express or imply representations, endorsements, or warranties with regard to the Site or any merchandise information provided generally on the Internet. The Site does not make implied warranties of title or non-infringement or of merchantability or fitness for certain purposes. As such, bouncemarketing.org shall not be deemed accountable for cost or damages resulting from the aforementioned transactions. It does not guarantee that the Site will be free of error nor the correction of any defect in service. You agree that the Internet in general contains unfiltered materials of which some may be offensive to you. Access such materials at your own risk. bouncemarketing.org has no control for or responsibility over such materials.

Intellectual Property.
This Agreement does not transfer from Bounce Marketing Inc to you, any Bounce Marketing Inc or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Bounce Marketing Inc. All trademarks, service marks, graphics and logos used in connection with Bounce Marketing Inc, or the Website are trademarks of Bounce Marketing Inc or its licensors. Your use of the Website grants you no right or license to reproduce or otherwise use any Bounce Marketing Inc or third-party trademarks.

Changes.
Bounce Marketing Inc reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of our services or completion of use of services on this Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Bounce Marketing Inc may also, in the future, offer new services and/or features through the Website (including, the release of new services, deals and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Disclaimer of Warranties.
This Website is provided “as is”. Bounce Marketing Inc and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Bounce Marketing Inc nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise direct us to obtain content or services through our services it is at your own discretion and risk.

THIRD PARTY
The provisions under the use of the Service and indemnification are for the benefit of bouncemarketing.org and its agents, officers, employees, suppliers, and third party information providers. These individuals and entities shall have claims to uphold and implement the provisions directly against you on their own behalf.

Limitation of Liability.
In no event will Bounce Marketing Inc, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental, indirect or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for direct damages in an amount in excess of $20 USD. Bounce Marketing Inc shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty.
You represent and warrant that (i) your use of our services will be in strict accordance with the Bounce Marketing Inc Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our services will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification.
You agree to indemnify, to defend, and to hold harmless Bounce Marketing Inc, its contractors, and its licensors, and their respective directors, officers, employees, suppliers, third party information providers, and agents from and against any and all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees and any reasonable legal fees, arising out of your use of our services, including but not limited to any such losses, damages, claims, negligent or wrongful conduct by you or any other person accessing the Site and its products, services, and information, and expenses arising out of your violation of this Agreement.

DISCLAIMER
In no event will bouncemarketing.org be liable for:

Any compensatory, direct, indirect, incidental, consequential, or punitive damages, loss of programs or data, income or profit, business interruption, and the like with regard to services, products, and information provided through in or downloaded from the service, or any delay of such information or service.

Any claim attributable to errors or inaccuracies in services, products, or information downloaded through the service even if bouncemarketing.org or its authorized representatives have been advised of the possibility of such damages. Liability exclusion or limitation for consequential or incidental damages is not allowed in some states. In such cases, the liability is limited to the greatest extent that is legally allowable.

The Company has no control and does not accept any responsibility for the content or use of websites that may be linked to bouncemarketing.org. The company does not necessarily endorse such independent websites even if links to them can be found on bouncemarketing.org

Miscellaneous.
This Agreement constitutes the entire agreement between Bounce Marketing Inc and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Bounce Marketing Inc, or by the posting by Bounce Marketing Inc of a revised version which you affirmatively accept by verbally or non-verbally stating, signing, texting, messenging, emailing, paying, clicking, or whatever; example: “I accept,” “I agree”, “Approved”, or similar act of assent. This Agreement will be governed by the laws of the state of Florida, excluding its conflict of law provisions, and the exclusive venue for any disputes arising out of or relating to this Agreement will be the state and federal courts located in Florida, USA. You may not assign this Agreement without Bounce Marketing Inc’s prior written consent.

A payment of an invoice or a signature on a invoice or related document can be used for: verifying the understanding that the client fully agrees to all terms set by Bounce! and also understands said payment design approvals; agreeing to the terms and conditions set by and whatever else is deemed necessary by Bounce Marketing Inc. Your signature can be used for design approvals on current services, past services, and future services. Approval of design work are: way of email, in writing, text message, in person, by non verbal or by verbal direction.

The client agrees to any and all new or existing terms and conditions set by BOUNCE!

By paying an invoice, you or your organization acknowledges this & understands that Bounce Marketing Inc is not responsible for any known or unknown required actions and will not held responsible either. Bounce Marketing Inc is not responsible for any orders not picked up after 30 days. Canceled orders will be subject to loss of client’s deposit plus additional design fees maybe be billed as necessary.

All transactions are final, Bounce Marketing Inc doesn’t offer refunds of any kind, but will supply design services credit. Payments are due at the time of placing the order based on everything being custom made. All contributions are tax deductible – please request a contribution /thank you letter for your year end taxes. All checks with insufficient funds – the client will be charged a $25 fee.

The client agrees that by making any of the above mentioned payments does waive, Bounce Marketing Inc., of responsibility for any and all licensing or/and permitting issues. The payment is made to Bounce Marketing Inc and the client fully understands and knows Bounce Marketing Inc services are a donation. Therefore, the client will not at any time attempt to damage Bounce Marketing Inc good name, it’s
reputation or replicate or damage its business model in anyway. Both parties agree that all joint actions together of any kind by way of services are confidential in nature. Both parties agree not to make any damaging comments or statements, written or unwritten about the other party. Further, the client will not take any legal action now or in the future against Bounce Marketing Inc. for any reason as of date of their first meeting by either phone, text, email, in-person, or whatever.

PERFORMANCE
Whilst every effort is attempted to get the client’s website to page one on Google, compel client’s to call the client in a realistic time frame, bouncemarketing.org does not guarantee 1st page rankings or phone calls to happen. All payments are made on an up-front rolling monthly basis. Bouncemarketing.org will report on the work completed 25 days after the launch date if requested. Bouncemarketing.org will not divulge your project details to any third party.

TERMINATION
Either party may terminate after all payments are made in full based on the contract. Bouncemarketing.org can terminate this agreement with a client without notice at any time for any reason. The provisions under pertinent paragraphs including “Copyright and Trademark Notices”, “Your Right to Use the Site and Its Content”, “Indemnification”, “Third Party”, and “General” shall survive any termination of this agreement.

GENERAL
This agreement shall all be governed by the laws of the State Of Florida. The terms and conditions herein constitute the entire agreement between bouncemarketing.org and you with respect to your use of the Site. Any cause of action you may have with respect to your use of the Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The State Of Florida and must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. The failure of bouncemarketing.org to insist upon or enforce strict performance of any provision of this terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Bouncemarketing.org may assign its rights and duties under this agreement to any party at any time.

1. Additional Services, Project Changes: Any services outside the scope of the SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW or Change of Scope to be approved in writing by both parties. Each such additional SOW or Change of Scope is hereby incorporated herein by this reference.

2. Expenses: Client will be notified in advance for pre-approval of any additional expenses in excess of more than ten percent (10%) of those set forth on the SOW. At Agency’s discretion, Client shall either pay such fees directly to the third-party vendor or reimburse Agency therefore upon presentation of applicable invoices. Agency shall maintain records of expenses. Where applicable, Agency will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.

3. Time of Payment and Late-Payment Charges: The Client shall pay Agency for the work performed hereunder as set forth on the applicable SOW. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Agency for media planning and buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW, such as design, branding, hosting, and content distribution and syndication. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency, subject to Client approval. Each invoice hereunder is due and payable within 30 days after its invoice date. All rights of the Client herein are conditioned on Agency’s receipt of full payment. In addition, Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.

4. Client Representative: In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying Agency of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.

5. Client Obligations and Materials: The Agency’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. The Agency shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.

All copy provided by the Client shall be in electronic, PC-compatible format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts,  materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.

6. Approval of Work: Work will not commence until the signed SOW has been received. Within five business days following receipt of any deliverables, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice.

The Client’s written approval of any deliverables, materials, plans or other Work created or produced by the Agency in the course of the provision of the Services, or any cost estimate, will constitute the Agency’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work. The Agency will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.

7. Suppliers: Unless otherwise stated in this Agreement or agreed by the parties in writing, the Agency’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as the Agency is able to negotiate with the relevant supplier. The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation. The Agency shall use reasonable efforts to procure best commercial terms for the Client, and on the Client’s written request the Agency shall supply the Client with the relevant terms and conditions.

Notwithstanding the above, unless the parties agree to different arrangements in writing, the Agency shall negotiate with any talent or celebrities (if applicable) on behalf of the Client, but the Client shall contract with such suppliers directly in order to derive maximum benefit from the relationship.

8. Legal Clearances and Indemnification:The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client. In the event that Agency incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against Agency based upon or relating to any work which Agency has prepared for Client, with the exception of any claims based on damages alleged to have been intentionally caused by Agency, which work is either approved by you or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify Agency and to hold Agency harmless from and against any such loss or expense. The obligation to indemnify Agency hereunder shall not be deemed terminated upon cancellation.

Agency will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of this SOW. Agency’s maximum liability under this SOW shall not exceed the total fees received by it hereunder.

9. Liability of Agency: Agency shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.

10. Confidential Information; Non-Solicitation: Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.

Additional Confidentiality: In view of the fact that Agency’s work will bring Agency into close contact with many confidential affairs of Client not readily available to the public, and plans for future developments, Agency agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of Agency throughout the term of this agreement, without written consent from Client.

Reservation of Agency Technology: Agency shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this Agreement, including all modifications thereto made during the term hereof (the “Pre-existing Material”). Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Agency’s programming source code, in compiled machine readable object code form only, to the extent incorporated into the Project, strictly for the purposes and in the territories set out herein.

11. Rights, Ownership and Usage: Subject to Agency’s receiving full payment under this Agreement, Agency assigns to the Client, without representation or warranty, all rights, title and interest Agency may have in any work specifically created by Agency for the Client pursuant to this Agreement, except that:

(a) Agency may use and distribute such work as part of its portfolio for promotional purposes;

(b) Agency shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;

(c) Agency shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”).Unless the parties agree otherwise in a written and signed Statement of Work, Agency shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Agency’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Agency in its sole discretion; and

(d) If the Client desires to utilize any of the Work, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, then the Client shall hire Agency to design, create, develop, market and otherwise implement such work. The Client may solicit or hire a third party to implement such Work if, and only if, Agency declines to do so and such third party is hired on terms in no way more beneficial than the terms first offered to Agency.

(e) Subject to the services provided hereunder, Agency shall retain all rights to any illustrations and other proprietary artwork, if any, listed in any SOW (each item, a “Design”), provided that Agency shall not, without Client’s prior written consent, use, license, sell or otherwise authorize the use of any Design for use in connection with the marketing or promotion of any consumer product, in any format or medium, electronic or otherwise, for a period of one year from date on which such Design is first published. Except as otherwise set forth in this Section 11, Agency grants Client the limited, exclusive, irrevocable right to use the Designs as set forth in any SOW.

(f)Advertising/Publications: Client hereby grants Agency permission to release information with respect to the existence of the above referenced project in advertising, marketing, public relations or similar publications (such as, but not limited to, marketing brochures, press releases, case studies or references).

12. Hosting: In addition to all other services set forth herein, Agency may provide the Client with hosting services in accordance with the Hosting terms set forth in the SOW. In consideration for such hosting services, the Client shall pay Agency the Monthly Hosting Fee set forth in the SOW.

13. Term and Termination: Either party may terminate this Agreement for any reason upon giving 90 days’ prior written notice to the other. Upon termination of this Agreement by Client without Agency’s fault or consent, Client shall pay Agency, in addition to all of the fees earned by Agency pursuant to the terms hereof, an early termination fee equal to 100% of the total remaining fees payable to Agency hereunder (as specified in the SOW), plus any and all expenses and third-party costs reasonably incurred by Agency through the effective date of cancellation. At Agency’s election, Client’s delay of work under this Agreement for a cumulative period of more than 30 days without Agency’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice detailing the nature of Agency’s fault and possible remedies, whereupon Agency shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above. Monthly Retainer Fees will re-new automatically at the end of each 12 month term, unless canceled in writing by the Client with 90 day notice. All retainer fee(s) terms are associated with Master Service Agreement. Agency and Client have the right to mutually amend this contract for the scope of work on the advertising project at any time but not for the Monthly Retainer Fee(s).

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Governing Law; Jurisdiction: This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Seminole County, Florida for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.

15. Notices: Any and all notices required or permitted hereunder shall be sent by certified mail, return receipt requested, to the address of the party for which intended, set forth below its signature hereto and, in the case of the Agency.

This agreement represents the entire agreement of the parties here to relating to the subject matter hereof, and any prior agreements, promises, negotiations, or representations, whether oral or written, not expressly set forth in this Agreement are of no force and effect. This agreement may not be assigned or delegated to any other person or entity by the the client and may not be modified in any way. Lastly, the client agrees to his or her or their obligations in this agreement and any breach of any of such obligations of the client could result in irreparable and continuing damage to Bounce Marketing Inc., for which there will be no adequate remedy; and, in the event of such breach, Bounce Marketing Inc. will be entitled to injunctive relief.