Eye To Ad Media Inc. – Terms and Conditions of Service

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

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 constitutes willful and material breach.

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.

XI. Injunctive Relief

Purchaser acknowledges that violations cause irreparable harm. Seller is entitled to immediate injunctive and equitable relief without bond.

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

XIII. Attorneys’ Fees and Interest

Purchaser shall be responsible for all attorneys’ fees, court costs, expert fees, enforcement costs, and interest incurred by Seller.

XIV. Project Completion

Work begins upon receipt of required materials and proceeds according to timelines agreed by the parties.

XV. General

Purchaser may not assign this Agreement without Seller’s written consent. If any provision is held unenforceable, the remainder remains in effect.

This Agreement is governed by the laws of the State of Colorado. Venue for court actions lies exclusively in Denver County, Colorado.

XVI. Company Information

Eye To Ad Media Inc.
1001 Bannock St, Suite 660
Denver, CO 80204
sales@eyetoad.com
1-800-481-8638