Terms and Conditions

This Agreement (“Agreement”) is made and entered into on the day of signature (“Effective Date”) between Aqua Vita Creative (“Aqua Vita”) and Client.

Services

Aqua Vita will provide services for client as referenced in this document or as described in a statement of work.

Relationship of Parties

This Agreement is not intended to create, and shall not be construed to create a relationship of principal and agent, master and servant, employer and employee, joint venture, partnership, or any other relationship other than that of independent contracting parties. Aqua Vita shall have no authority to make or imply any commitments which are binding upon Client, other than as described herein, and shall act only at Client’s discretion.

Rates

Aqua Vita rates are based on agreement found on the reverse of this document. All rates are in U.S. funds.

Term and Termination

The term of this Agreement shall commence upon the date signed and continue until Services agreed upon in the contract are completed. Recurring services will automatically renew at the end of the term specified in this contract, unless the Client instructs otherwise in writing. Termination of this Agreement by the Client must be in writing and within 30 days of termination date. In the event of a default by Client, Client agrees to pay immediately to Aqua Vita all amounts then owing plus any and all reasonable costs incurred by Aqua Vita in the enforcement of this Agreement, including reasonable attorney’s fees and Aqua Vita may, in its sole discretion, terminate this Agreement.

Aqua Vita’s ability to fulfill this Agreement depends on Client’s ability to correspond and approve changes in writing. In the event that client fails to communicate in writing, by email or fax, to Aqua Vita for a span of 60 days or more, Aqua Vita will consider the agreement completed in full with no opportunity for refund or recourse.

Representations and Warranties

Aqua Vita represents and warrants to Client that it possesses the experience, skills, and knowledge necessary to perform the Services hereunder. Aqua Vita also warrants and represents that the execution of this Agreement does not infringe on the rights of any third party, and that it is legally capable of executing this Agreement. This is subject to the Aqua Vita User Agreement and Terms of Service and the Aqua Vita Earnings and Income Disclaimer below.

Construction/Venue

This Agreement shall be construed in accordance with the laws of the State of Oklahoma, United States of America. Any disputes arising as a result of this agreement shall be resolved via binding arbitration in accordance with the rules of the American Arbitration Association.

Aqua Vita User Agreement & Terms of Service

Aqua Vita frequently works with third parties such as search engines and publications. However, Aqua Vita is not liable for the actions or policies of outside entities. Any discrepancies with a third party vendor must be handled directly with that vendor and not Aqua Vita.

You are responsible for the content and accuracy of all copy, keywords, and information submitted to Aqua Vita.

You represent and warrant to Aqua Vita that (i) you have the right to deliver all copy and information you submit, (ii) you comply with all applicable laws, rules, and regulations: and (iii) no copy or information submitted will contain any content that is obscene, libelous, slanderous, or otherwise defamatory, false or misleading, or which violates any copyright, right of privacy or publicity, or other right of any person.

Aqua Vita Disclaimer & Limitation Of Liability

Aqua Vita is not responsible for Client data loss or any loss of funds Client may claim whiles Services are underway. In no event shall Aqua Vita be liable to anyone for any delays, inaccuracies, errors, or omissions with respect to the information or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the Information. Aqua Vita will not be responsible if any information infects or contaminates a USER’s system or information. The entire risk as to the quality and performance of Aqua Vita and the accuracy, adequacy, completeness, currency, validity, and quality of any Information is with the USER.

Inventions

Any and all inventions, discoveries, developments and innovations conceived by Aqua Vita during the term of this Agreement and utilized by Aqua Vita in rendering duties to the Client shall remain the property of Aqua Vita, and the same are hereby licensed to the Client for use in its operations for whatever period is specified in the Term of End User License field of this contract. This license is non-exclusive, and may be assigned by the Client to a wholly-owned subsidiary of the Client.

Confidentiality

Aqua Vita acknowledges that during the term of this engagement it will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client’s business and product processes, methods, customer lists, accounts and procedures. Aqua Vita agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by Aqua Vita or otherwise coming into its possession, shall remain the exclusive property of the Client. Aqua Vita shall not retain any copies of the foregoing without the Client’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, Aqua Vita shall immediately deliver to the Client all such files, records, documents, specifications, information, and other items in its possession or under its control. Aqua Vita further agrees that it will not disclose its retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Client and shall at all times preserve the confidential nature of its relationship to the Client and of the services hereunder.

I have read and understand the services offered as well as the Aqua Vita Creative Client Agreement Terms and Conditions. This Agreement constitutes the entire agreement and understanding between the parties relative to the subject matter hereof. It supersedes all prior written and/or oral agreements, or contemporaneous communications with respect to the subject matter thereof, and has not been induced by any representations, statements, or agreements other than those expressed herein. No amendment made to this Agreement hereafter shall be binding on either party unless written and signed by both parties.