These Terms and Conditions ("Agreement") apply to any order, purchase, receipt, delivery, use, subscription, or engagement of products or services (collectively, "Services") provided by Eye To Ad Media Inc., d/b/a Eye To Ad Media, including its subsidiaries and affiliates ("Seller"), unless a separate written agreement executed by Seller applies.
By purchasing, using, continuing to use, or paying for Services, the client ("Purchaser") agrees to be bound by these Terms.
I. Terms for Ordered Products and Services
This Agreement governs all Services provided by Seller, whether delivered directly or through employees, agents, contractors, or subcontractors. Seller reserves the right to modify, substitute, or update Services at its discretion.
II. Payment Terms
All prices are in U.S. dollars unless otherwise stated and exclude applicable taxes. Payment is due as stated on the invoice or order. Amounts not paid when due accrue interest at 1.5% per month (18% annually) or the maximum rate allowed by law, whichever is lower.
If Purchaser terminates Services for any reason, the entire remaining contract balance becomes immediately due and payable.
III. Limitation of Seller Liability
Seller shall have no duty to defend, indemnify, or hold harmless Purchaser for any damages arising from the use of Services. Seller shall not be liable for any loss, damage, or injury except where caused by Seller's intentional tortious or fraudulent conduct.
In no event shall Seller's liability exceed the net amount paid by Purchaser for Services actually delivered. Seller shall not be liable for indirect, incidental, special, consequential, or economic damages, including loss of profits, goodwill, or business interruption.
IV. Copyrights and Trademarks
Purchaser warrants that all content, artwork, trademarks, designs, and materials supplied are owned by Purchaser or used with express permission. Purchaser agrees to indemnify Seller against claims arising from supplied materials.
V. No Refunds and No Chargebacks
ALL SALES ARE FINAL.
There are no refunds, returns, or cancellations. Purchaser irrevocably waives all rights to credit card chargebacks, payment reversals, or disputes.
Any chargeback constitutes a material breach and fraudulent interference with Seller's business. Seller may pursue recovery of:
- Full contract value
- Chargeback fees and penalties
- Administrative and collection costs
- Attorneys' fees
- Interest at the maximum legal rate
VI. Warranty Disclaimer
All Services are provided "AS IS" without warranties of any kind, express or implied. Websites and design work include one revision unless otherwise agreed.
VII. Confidentiality and Restrictions on Use
Seller's methods, systems, pricing, strategies, workflows, vendor relationships, and processes constitute confidential trade secrets. Purchaser shall not disclose, copy, reverse-engineer, or exploit Seller's proprietary information.
VIII. Non-Solicitation
During the term of this Agreement and for twenty-four (24) months thereafter, Purchaser shall not directly or indirectly solicit, recruit, hire, contract with, or engage any employee, contractor, consultant, or vendor of Seller.
IX. Non-Circumvention
Purchaser shall not bypass or circumvent Seller to engage any third party introduced by Seller. Any attempt to circumvent constitutes willful and material breach of this Agreement.
X. Liquidated Damages
Purchaser agrees that breach of Sections VIII or IX results in liquidated damages of no less than $100,000 per occurrence, representing a reasonable estimate of Seller's damages and not a penalty. These damages are cumulative and not limited to a single occurrence.
XI. Injunctive Relief
Purchaser acknowledges that violations of this Agreement cause irreparable harm for which monetary damages would be insufficient. Seller is entitled to seek immediate injunctive and equitable relief without posting bond or other security.
XII. Dispute Resolution and Arbitration
General disputes shall be resolved by binding arbitration under the Federal Arbitration Act. ARBITRATION SHALL NOT APPLY to claims involving:
- Non-solicitation
- Non-circumvention
- Chargebacks
- Theft of personnel
- Trade secret misappropriation
- Intellectual property violations
- Interference with contractual or business relations
- Non-payment or early termination balances
For excluded claims listed above, Seller retains the right to pursue all available legal remedies in any court of competent jurisdiction, including Denver County, Colorado.
XIII. Attorneys' Fees and Interest
Purchaser shall be responsible for all attorneys' fees, court costs, expert fees, enforcement costs, and interest incurred by Seller in connection with any breach or enforcement action under this Agreement.
XIV. Project Completion
Work begins upon receipt of all required materials, credentials, and approvals from Purchaser, and proceeds according to timelines agreed upon by the parties. Delays caused by Purchaser's failure to provide required materials do not constitute a breach by Seller and do not affect payment obligations.
XV. General Provisions
Purchaser may not assign this Agreement or any rights hereunder without Seller's prior written consent. Any purported assignment in violation of this section is void.
If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall continue in full force and effect.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements, oral or written. This Agreement is governed by the laws of the State of Colorado. Venue for all court actions lies exclusively in Denver County, Colorado.
XVI. Company Information
Eye To Ad Media Inc.
1001 Bannock St, Suite 660
Denver, CO 80204
1-800-481-8638
Questions about these terms? Call us at 1-800-481-8638 or visit our contact page.