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By submitting payment for services or clicking below, I certify that I am the client or an authorized agent of the client seeking marketing services (“Client”), and that I am requesting one or more of the services of Awarity (Sophos Marketing, LLC, a Texas limited liability company) (the “Company”). By clicking below, I certify that I have the actual and legal authority to bind the Client to each and every term and condition as more fully described below.
The Company reserves the right to update its Payment and Cancellation Agreement at any time, with notice to the Client.
1. SERVICES TO BE PROVIDED
The Company shall perform one or more of the following services:
3. PAYMENT FOR SERVICES
A.
Prepayment Requirement. Client understands and agrees that payment is required to initiate campaign services. If other payment arrangements are required, a request should be submitted in writing to the Company, and any exceptions are at the Company’s sole discretion and additional charges may apply.
B.
Pricing, inclusive of all costs and fees, will be as notated in the Liberty Tax Marketing Portal, hosted and developed by Awarity, and collected upon checkout.
4. TERM AND CANCELATION
A.
Term. This Agreement will commence once the Client clicks below or submits payment for one or more Services and this Agreement shall continue until termination as provided below or the end of a Scheduled Campaign is completed. Reporting functionality will remain active for a minimum of 30 days following the termination of a Campaign.
By submitting payment for services or clicking below, I certify that I am the client or an authorized agent of the client seeking marketing services (“Client”), and that I am requesting one or more of the services of Awarity (Sophos Marketing, LLC, a Texas limited liability company) (the “Company”). By clicking below, I certify that I have the actual and legal authority to bind the Client to each and every term and condition as more fully described below.
The Company reserves the right to update its Terms and Conditions of Service at any time, with notice to the Client.
1. CONFIDENTIALITY
A.
Definition. “Confidential Information” means any Party proprietary information, including, but not limited to, research, banner ads, ad designs, product plans, products, services, customers, customer lists, markets, software, designs, drawings, marketing, or other business information disclosed by the Party either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
B.
Non-Use and Non-Disclosure. Both Parties agree they will not, during or subsequent to the term of this Agreement, use either Party’s Confidential Information for any purpose whatsoever other than the performance of the services or obligations required under this Agreement. It is understood that said Confidential Information shall remain the sole property of the original owner. Both Parties further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions identical to Sections 2 and 3 of this Agreement. Confidential Information does not include information which is known to either Party at the time of disclosure as evidenced by written records, has become publicly known and made generally available through no wrongful act, or has been rightfully received from a third party who is authorized to make such disclosure.
C.
Third Party Information. Client certifies that any information, drawings, materials, or other property otherwise protecting by intellectual property laws, belongs to Client or has been properly licensed for use by Client. Company is not responsible for any damages or harm stemming from the use of any information provided by Client.
D.
Use of Information in Advertising. Client will permit the Company to list the Client’s name (and logo) as well as campaign ads on Company’s website and other collateral marketing materials and allow the use of case studies related to the Client’s successful campaigns managed by Sophos Marketing. Examples of such use by the Company can be found on the website (www.awarity.com).
2. CONFLICTING OBLIGATIONS
Client certifies that Client has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Client from complying with the provisions hereof, and further certifies that Client will not enter into any such conflicting agreement during the term of this Agreement.
3. THIRD PARTIES
Company utilizes payment processing systems, contact management systems, and other third party placement systems in performing the services under this Agreement. Company is not responsible for information stored on or with these third parties. In the event that this information is breached, or otherwise made available to the public, Company is not responsible for any damages stemming from the breach unless otherwise required by law.
4. INDEMNIFICATION
Client agrees to defend, indemnify, and hold harmless the Company, along with its partners, owners, members, principals, employees, contractors, attorneys, agents, and representatives (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), for, against, and from (a) all third party claims arising out of or related to Client’s work, work product, actions, premises, and statements made during the course of obligations related to this Agreement, including any losses, costs, damages, expenses (including, without limitation, attorneys’ fees) or other liabilities incurred by the Company in responding to such third party claims, and (b) liabilities, claims (including, without limitation, claims and liabilities relating to remediation, bodily injury and property damage), causes of action, suits, judgments, damages, losses, costs, and expenses (including, without limitation, court costs, reasonable attorneys’ fees, and costs of work) of any nature (individually and collectively, “Losses”), to the extent arising out of, resulting from or incurred as a result of Client’s work, work product, actions, premises, or statements made during the term of this Agreement or in the course of performing obligations under this Agreement. Client further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Client or Client’s assistants, employees or agents, or (ii) any breach by the Client or Client’s assistants, employees or agents of any of the covenants contained in this Agreement. The indemnification in this paragraph 6 shall not be limited because all or any part of any losses are (a) covered by insurance and/or (b) partially attributable to the conduct or alleged negligence of any indemnified party.
5. PERSONAL JURISDICTION AND FORUM SELECTION
A.
Consent to Personal Jurisdiction. Client hereby consents to the personal jurisdiction of the state and federal courts located in Texas for any action or proceeding arising from or relating to this Agreement or relating to any arbitration or meditation in which the parties are participants.
B.
Forum Selection. Client hereby agrees to bring any and all claims, legal proceedings, or litigation related to or arising out of this Agreement in Collin County, Texas.
C.
Acknowledgment. Client has read and understands:
SECTION 3, WHICH DISCUSSES CONFIDENTIALITY,
SECTION 6, WHICH DISCUSSES INDEMNIFICATION; AND
SECTION 6, WHICH DISCUSSES PERSONAL JURISDICTION AND FORUM SELECTION.
6. ADVERTISING SITES
Advertisements are placed on sites pre-screened for content by a third party company, and Company is not responsible for the failure of these third parties to detect certain information or content that may be political, religious, or otherwise controversial in nature. Additionally, Company does not have control over all sites where advertisements are placed. In the event that a site is off line or otherwise not responding, Company is not responsible for restoring the site or performing maintenance. Company relies on advertising performance statistics provided by the host site, or other third party companies for reporting to Client. In the event that Company becomes aware that these statistics are inaccurate or otherwise unreliable, Company will take all corrective action possible to get accurate statistics. However, Company cannot be held liable for damages or other breach of contract claims based on the use or reporting of the statistics provided by the third party companies.
7. GOVERNING LAW
It is the understanding and agreement of the Parties that this Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law provisions.
8. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
10. INTERNATIONAL TRANSACTIONS
It is Company’s understanding that all services provided under this Agreement are not subject to international rules or taxes regarding import or export of goods. In the event Client incurs additional taxes, fees, penalties, or costs related to the services provided under this Agreement, Company maintains no liability for such taxes, fees, penalties, and costs, and is not required to reimburse, discount, or otherwise pay Client for such taxes, fees, penalties, and costs. Client enters into this Agreement at their own risk, having been made aware that Company is based in the United States and this Agreement is subject to the laws and jurisdiction of the United States. Company is not responsible for ensuring that any advertisements placed under this Agreement are compliant with industry specific advertising regulations within Client’s country of origin. All amounts due under this Agreement are to be paid in United States Dollars (USD). All contracts and communications related to this Agreement, or services provided under this Agreement, shall occur in English, unless otherwise agreed to in writing. Client certifies that it is not formally affiliated with, or otherwise associated with, any foreign governments, foreign state actors, foreign political organizations, or terrorist organizations.
10. FORCE MAJEURE
For the purpose of this Agreement, an “Event of Force Majeure” means any circumstance not within the reasonable control of the Company, but only if and to the extent that (a) such circumstance, despite the exercise of reasonable diligence and the observance of Good Practice, cannot be, or be caused to be, prevented, avoided or removed by Company, and (ii) such circumstance materially and adversely affects the ability of Company to perform its obligations under this Agreement, and Company has taken all reasonable precautions, due care, and reasonable alternative measures in order to avoid the effect of such event on the Company’s ability to perform its obligations under this Agreement and mitigate the consequences thereof. For purposes of this Agreement, Events of Force Majeure shall include, but not be limited to:
A.
For the purpose of this Agreement, an “Event of Force Majeure” means any circumstance not within the reasonable control of the Company, but only if and to the extent that (a) such circumstance, despite the exercise of reasonable diligence and the observance of Good Practice, cannot be, or be caused to be, prevented, avoided or removed by Company, and (ii) such circumstance materially and adversely affects the ability of Company to perform its obligations under this Agreement, and Company has taken all reasonable precautions, due care, and reasonable alternative measures in order to avoid the effect of such event on the Company’s ability to perform its obligations under this Agreement and mitigate the consequences thereof. For purposes of this Agreement, Events of Force Majeure shall include, but not be limited to:
B.
Natural Events:
C.
Fire, chemical, or radioactive contamination, earthquakes, lightening, cyclones, hurricanes, floods, droughts, or such other extreme weather or environmental conditions, unanticipated geological or ground conditions, epidemic, famine, plague, or other natural calamities and acts of God;
D.
Explosion, accident, breakage of a plant or equipment, structural collapse, or chemical contamination caused by a person not being the Company or one of its contractors or subcontractors;
E.
To the extent they do not involve the United States or take place outside of the United States, acts of war, invasion, acts of terrorism, blockade, embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil commotion and sabotage;
F.
Strikes, lockouts, work stoppage, labor disputes, and such other industrial action by works related to or in response to the terms and conditions of employment of those works or others with whom they are affiliated save, when such event is directly related to, or in direct response to any employment policy or practice of the party whose workers resort to such action; and g. Political Events:
G.
To the extent they take place in United States, acts of terrorism, blockade, embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil commotion and sabotage;
H.
To the extent that they are politically motivated, strikes, lockouts, work stoppages, labor disputes, or such other industrial action by workers when such event is directly related to, or in direct response to any employment policy or practice; and
I.
Any legal prohibition on the Company’s ability to conduct the Company’s business, including passing of a statute, decree, regulation, or order by a competent authority prohibiting Company from conducting Company’s business.
J.
Any legal prohibition on the Company’s ability to conduct the Company’s business, including passing of a statute, decree, regulation, or order by a competent authority prohibiting Company from conducting Company’s business.
In the event of an Event of Force Majeure, Company shall be excused from performance and shall not be in default in respect to any obligation hereunder to the extent that the failure to perform such obligation is due to an Event of Force Majeure.
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