These terms and conditions for our Marketing Pro services (“Services Agreement”) will govern your use of the services of Equivity, Inc. (“Equivity”) described below.

1. SERVICES RENDERED

1.1 Equivity shall perform marketing services as set forth in one or more proposals that are approved by you and Equivity. Ways of approving a proposal include signing a proposal, indicating in writing that the proposal is acceptable, or making the initial payment specified in the proposal.  Changes to the scope of the proposal may be set forth in amendments to the proposal approved by you.

1.2 Equivity shall start work on the project once the proposal is approved by you and Equivity and the initial payment specified in the proposal is received.

2. TERMS OF PAYMENT

2.1 Billing Schedule
Billing will proceed according to the schedule set forth in the proposal.  For each phase specified in the proposal, work will begin once you pay the amount specified in the proposal for that phase.

2.2 Expiration of Hours
In its proposals, Equivity will provide estimates for each phase of the project.  Hours will carry over from month to month until the termination of the Services Agreement.

2.3 Expenses Paid to Third Parties
The proposal may include costs for products or services not supplied by Equivity, for example, costs for SaaS subscriptions and fees for pay-per-click advertising.  These fees will be paid directly by you or you will provide written authorization for Equivity to purchase these products using your credit card.  Equivity will not make purchases or payments to third parties using its own funds.  This provision is also subject to the terms regarding “Service Provider Fees” set forth in the Terms of Use, which is incorporated herein by reference.

3. TERMINATION

3.1 Termination by You
You may notify that you wish to terminate this Services Agreement at any time.  Notification must be in writing and sent to ericwall@equivityva.com.  Once you terminate the services, you will not be charged for any further phase set forth in the proposal or for another recurring payment.  However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, including any fees for work previously performed.  Payments made for hours before cancellation will not be refunded even if not all of the hours purchased have been used.

3.2 Termination by Equivity
Equivity may terminate this Services Agreement at any time with fourteen (14) days written notice to you.  If Equivity terminates this agreement, Equivity will refund payments for unused hours to you.

4. RELEASE

You hereby release Equivity, its subsidiaries and affiliates, and their officers, employees, agents, and successors in interest from claims, demands, and damages (actual and consequential) of every kind or nature, including death, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the services provided pursuant to the Services Agreement.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

5. REPRESENTATIONS AND WARRANTIES

You represent and warrant that you have the right, authority, and capacity to enter into and abide by these Terms of Use and that all information that you provide to Equivity pursuant to this Services Agreement will be accurate and complete and will not violate any third party’s rights.

DISCLAIMER OF WARRANTIES. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, EQUIVITY EXPRESSLY DISCLAIMS AND DOES NOT MAKE ANY PROMISE, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (i) ABOUT THE ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, SAFETY, OR RELIABILITY OF ANY INFORMATION, SERVICES OR GOODS THAT EQUIVITY OR ANY SERVICE PROVIDER MAY PROVIDE; (ii) ABOUT THE SAFETY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICES PROVIDED OR GOODS PROCURED BY OR THROUGH EQUIVITY OR ANY SERVICE PROVIDER; (iii) THAT ANY SERVICES PROVIDED OR GOODS PROCURED WILL NOT INFRINGE THE COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY OR INFRINGE ANY THIRD PARTY’S RIGHT OF PRIVACY OR PUBLICITY; OR (iv) ABOUT THE PRIVACY OR SECURITY PRACTICES OR SYSTEMS OF ANY SERVICE PROVIDER. Some jurisdictions do not allow the disclaimer of implied warranties, so some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

6. INDEMNITY

You will indemnify and hold harmless Equivity and its parent, subsidiaries, affiliates, officers, agents, and other partners and employees (the “Equivity Indemnified Parties”) from any losses, liabilities, fees, and expenses, including reasonable attorney’s fees (collectively, “Losses”) that any Equivity Indemnified party may incur as a result of Equivity providing services pursuant to the Services Agreement, including, without limitation, any claim arising from your breach of this Services Agreement, your breach of your representations and warranties set forth above, and any breach of copyright, trademark, patent, or trade secret. This obligation will survive termination of this Agreement, which means that even after you stop using the services provided pursuant to this Services Agreement, you will still be bound.

7. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL EQUIVITY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF EQUIVITY OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITE, ANY VIRTUAL ASSISTANT, OR ANY SERVICES, WHETHER THE DAMAGES ARISE FROM (i) ANY INFORMATION, SERVICES OR PRODUCTS YOU RECEIVE OR USE PURSUANT TO THE SERVICES AGREEMENT, THROUGH YOUR INTERACTION WITH ANY EQUIVITY EMPLOYEE, EQUIVITY REPRESENTATIVE, OR ANY SERVICE PROVIDER, OR AS A RESULT OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, SERVICES OR PRODUCTS THAT MAY BE PROVIDED TO YOU BY ANY SERVICE PROVIDER, (ii) A SERVICE PROVIDER’S FAILURE TO PROVIDE ADEQUATE PRIVACY OR SECURITY WITH RESPECT TO YOUR CREDIT CARD OR OTHER PERSONALLY IDENTIFYING INFORMATION, OR (iii) THE ACTION OR FAILURE TO ACT OF ANY EQUIVITY EMPLOYEE, EQUIVITY REPRESENTATIVE, OR SERVICE PROVIDER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted, so some of the foregoing limitations may not apply to you.

8. GOVERNING LAW, JURISDICTION, AND TIME LIMIT ON CLAIMS

This Agreement shall be governed and construed in accordance with the laws of the State of California.  If you have any dispute with us, the dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You hereby submit to personal jurisdiction by and venue in the state and federal courts of San Francisco, California. Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to the Services Agreement must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred.

9. ADDITIONAL TERMS

Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of the Terms of Use invalid, the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use will remain in full force and effect.

10. INCORPORATION BY REFERENCE OF THE TERMS OF USE

All terms, provisions and agreements set forth in the Terms of Use for www.equivityva.com (available at http://www.equivityva.com/terms-use/ on January 7, 2018) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein except to the extent expressly modified herein. To the extent that the terms set forth in the Services Agreement are inconsistent with the terms of the Terms of Use, the terms set forth in the Services Agreement herein shall apply.