Services NOT Provided in This Agreement

In addition to any services excluded above, the following services are not provide by tTA Web Solutions under this agreement:

1. No text/copywriting is included with this service. References for these services will be provided upon request.

Termination of Agreement

1. Both Client and tTA will be entitled to terminate this agreement automatically by giving thirty (30) days written notice to the other party. There will be no pro-rata refunds if termination happens in the middle of a billing cycle. (See "Ownership of Materials").

Guarantee and Refunds

1. tTA guarantees that all work will be performed as specified in these terms and conditions. If the Client is dissatisfied with services rendered, a full refund for the retainer for the current billing cycle (maximum of one (1) billing cycle) will be provided with written notice of termination and the destruction or deletion of any work product (See "Ownership of Materials").
2. Refund only applies to the retainer and only in cases where all materials were provided to execute the services, and services were rendered. No refunds will be granted in cases where no services were rendered due to the Client not providing materials necessary to provide services or a simple 'change of mind'. The guarantee is based on the performance of services rendered only.
3. Non-Disparagement. Client and tTA mutually covenant and agree that, beginning as of the date hereof and continuing until two years after the termination of this agreement, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute, defame, slander or which can reasonably be construed to be defamatory or slanderous to the other Parties or such other Parties’ subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services.

Ownership of Materials

1. All formulas, algorithms and similar proprietary items produced by tTA specifically for the Client hereunder in connection with the services in this agreement shall be, at all times, the sole property of the Client.
2. All formulas, algorithms, and similar property developed by tTA Web Solutions for itself or other Clients, before, during, and after this engagement are the sole property of tTA. tTA may request intellectual property ownership of work by written consent (parties agree that email will suffice as written consent) in this instance) on a case-by-case basis. tTA retains the right to refuse work in the case of disputed intellectual property.
3. All designs, layouts, materials and similar proprietary items in existence before engagement of tTA hereunder in connection with the services in this agreement shall be, at all times, the sole property of the Client.
4. tTA reserves the right to use proof of Client’s results in future marketing campaigns, with Client's prior written approval, not to be unreasonably withheld.
5. Material provided by the Client shall remain the property of the Client.

Confidentiality and Exclusivity

1. Confidentiality. Each party shall at all times keep all "Restricted Proprietary Information" (strategy, proprietary material, methods, programs, information, trade secrets, etcetera.) confidential and shall not use nor disclose the Restricted Information for any purpose other than in the performance of its obligations under this agreement. This clause shall survive the termination of this agreement without expiration.
2. Non-Exclusivity Of The tTA. The Client agrees that the tTA may at times be engaged by other Clients in the same industry as the Client. Nothing shall prevent the tTA Web Solutions from doing so. At all times the tTA will protect the confidentiality and intellectual property of the Client.

Liability

1. tTA is solely providing the services to the Client and is not in any other manner affiliated with the Client or the Client’s business past or present.
2. The Client hereby agrees to defend, indemnify, protect and hold harmless tTA, from any and all claims, liabilities, damages, costs (including attorney's fees) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by tTA, under this Agreement or unauthorized distribution thereof. Notwithstanding the foregoing, Client shall have no indemnification obligation to the extent that liability is attributable to negligence or other wrongful conduct on the part of tTA, its affiliates, or any of its servants, agents or employees.

Miscellaneous

1. The relationship of the parties established by this Agreement is solely that of an independent contractor, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day-to-day activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make tTA Web Solutions an agent of Client for any purpose whatsoever except as otherwise agreed in writing by the parties hereto. tTA shall not be treated as an employee of Client for federal or state tax purposes, unemployment or disability benefits, or for any other withholding tax or insurance purposes. tTA represents to Client that it may hold itself out as an independent contractor to other firms and companies, and may continue to do so during the term of this Agreement and thereafter. tTA shall have no authority to bind Client to any contract or agreement unless expressly agreed to in writing.
2. Additional Services The scope of the services is limited to the aspects laid out in this agreement. Any further consultation/service will be considered a new and separate agreement billed separately. The Client acknowledges and agrees that the Services provided under this Agreement for the use of the Client are the limit of this agreement. Any further or future services will require a separate agreement. The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
3. Severability. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
4. Authority. All Parties represent and warrant that they have taken all actions and obtained all authorizations, consents, and approvals that are conditions precedent to their authority to execute this Agreement.
5. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with the laws of the State of North Carolina. The state courts of Mecklenburg County, North Carolina shall have sole and exclusive jurisdiction over all disputes that arise from or relate to this Agreement or the attachments thereto.
6. Construction. This Agreement is not to be construed against any party but shall be construed equally as to each party hereto.
7. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and merges the full agreement reached between the Parties and all prior oral negotiations. The Agreement is not to be modified except by subsequent written instrument executed by the Parties.

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