UPDATED ON: November 1st, 2023
EFFECTIVE DATE: April 1st 2020.
This Service Agreement (this “Agreement”) is made as of Effective Date and for the Term (each stated below) between you the undersigned customer described herein (“you”, “your” or “Customer”) and Traffik Digital, LLC (a subsdiary of Fieldnotes Ai, Inc.), a Washington state business (“we”, “us” or “Traffik Digital”) (you and Traffik Digital are sometimes referred to herein individually as a “Party” and collectively as the “Parties”). By this Agreement, you have ordered and Fieldnotes Ai will make available to you the service plans (the “Plan”) and related services as described below that you selected on Traffik Digital’s website at www.traffikdigital.com (the “Website”), including but not limited to the programs, components, internet-based services, content, technology, tools, and updates to which you are granted licensed access (collectively, the “Services”), on the terms and conditions set forth or incorporated below, as to which you and Traffik Digital hereby agree. This Agreement incorporates by reference the Terms of Service accessible on the Website at http://fieldnotes.ai/tos as of the Effective Date as may be modified as provided therein (the “Terms of Service”) and applicable Plan, activation, ordering and pricing terms provided to you online for the Services selected by you and for other services made available to you through the Services, which may be subject to change from time to time. This Agreement will also govern your continued purchase and use of the Services, including such additional services made available to you through the Services you have selected.
1. Customer. You represent that the information about you in this agreement is true and correct as of the Effective Date of this Agreement. You agree to notify Traffik Digital in writing immediately upon any change to such information. This information is used to create your account, discussed below, and communicate with you so you are responsible to keep it current and accurate. For example, we provide some notices by email to the Authorized Representative. The individual signing this Agreement, whether or not the Authorized Representative named below, represents to Traffik Digital that he or she has the power and authority to enter into this Agreement as, or on behalf of, Customer.
2. Your Account. Traffik Digital, LLC will activate your account, using information set forth above, to access the Services (the “Account”) after this Agreement is entered into by you and Traffik Digital. Once we have enabled your Account, you must log-in and change your password. Use your Account to access the Services that are part of your Plan Services.
3. License Grant and Restrictions. Subject to the terms of this Agreement and any applicable payments, Traffik Digital, LLC grants you a personal, limited, nonexclusive, nontransferable license, during the Term and any applicable renewal term, to access and use the Services, solely for the purpose described in the Fieldnotes Ai’s description for the Services, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you. The Services are licensed not sold, and Traffik Digital reserves all rights not expressly granted to you in this Agreement.
4. Term of Agreement. This Agreement will commence, when fully executed, as of the date signed by Fieldnotes Ai (the “Effective Date”) and will continue on the services term as described in the Traffik Digital Partnership Proposal document. This Agreement will terminate following thirty (30) days’ written notice by of party of its intention to not renew this agreement and the termination of all Services purchased by Customer by the expiration date. Otherwise, the agreement will renew at the same service term.
5. Charges & Taxes. You agree to pay the rates and charges stated in the above table, and those applicable to any changes you make to the Services. Services ordered during any month will be prorated for that term (monthly or annual) and billed for the remainder of the Term. In addition, you agree to pay all sales, use and excise taxes, as well as all regulatory surcharges, customs and duties assessed from any domestic or international jurisdiction due or payable upon the provision, sale or use of the Services (“Taxes and Surcharges”), exclusive of any taxes on Traffik Digital real or personal property or income. If at any time Traffik Digital is required by any taxing authority to pay any Taxes and Surcharges, you agree to reimburse Traffik Digital for such payment upon demand. All Taxes and Surcharges will be separately stated or included in the actual billing rates, as permitted or required by law, shall be billed annually and shall cover all Service activity incurred by you since the previous billing date. All rates and Taxes and Surcharges are in US currency and are subject to change.
6. Payment and Recurring Payment Authorization. You authorize Traffik Digital (a subsidiary of Fieldnotes Ai) to charge the credit card or debit card, below, on the same day of the month as the Effective Date each month during the Term for payment of monthly Service fees and charges. You understand that this authorization will remain in effect until the end of the Term unless you either (i) provide a substitute credit card or debit card, or (ii) you and Traffik Digital agree in writing to an alternate method of payment. You agree to notify Traffik Digital in writing immediately of any changes to your credit or debit card information, below. You certify that you are an authorized user of the credit card or debit card, below, and will not dispute any transactions with your bank, credit card issuer or network which are authorized by this Agreement. You agree to pay a $50 NSF fee for any authorized credit card charge denied for lack of sufficient funds, invalid card, or any other reason not the fault of Traffik Digital.
Any late payments will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any amount owing by you for the Services is 30 or more days overdue, Traffik Digital may, without limiting its other rights and remedies, accelerate your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend your access to the Services until such amounts are paid in full. Fieldnotes Ai will give you prior notice that Your account is overdue before suspending access to the Services. You will communicate to Traffik Digital complete and accurate billing and contact information on the Services at all times.
7. Data Ownership and Retention. Upon termination of the relationship, you may have access to retrieve your data for up to 30 days. Requests may be made to download your data within that time period. Due to data retention policies, the data may not be retrievable after that time period.
8. Interpretation. This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to the principles of the conflict of laws. If any provision hereof shall be legally unenforceable, in whole or in part, all of the remaining provisions shall nevertheless be carried into effect and the unenforceable provision shall be construed as enforceable to the maximum extent allowed by law. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party hereto. All paragraph headings in this Agreement are inserted for convenience only and shall not be deemed part of the substantive provisions of this Agreement.
9. Assignment. You may not assign any portion of this Agreement in whole or in part without the prior written consent of Traffik Digital.
10. Dispute Resolution. The Parties agree to provide written notice of any dispute arising under this Agreement (a “Dispute”) with such detail and documentation regarding the nature and timing of the dispute (including description of the Dispute, the amount involved, and the remedy sought) sufficient to evaluate the Dispute. If the Parties cannot resolve the Dispute within thirty (30) days, the Dispute will be escalated to a representative from each Party who is an officer for an additional thirty (30) days. If such officers cannot resolve the Dispute within such additional time period, either Party may submit the Dispute (and all Disputes not resolved through the foregoing informal means shall be submitted) to binding arbitration with a 3rd party arbitration & mediation service at a King County, Washington office. The terms and procedures for such arbitration shall be as follows. If the parties are unable to agree on a single retired judge from the arbitration panel, the panel will provide a list of three available judges and each party may strike one. The remaining judge will serve as the arbitrator. Arbitration must be initiated within one year after the claimed breach occurred. Failure to initiate arbitration within that period constitutes an absolute bar to the institution of any new proceedings. Arbitration is initiated by sending written notice of an intention to arbitrate by registered or certified mail to all parties. The notice must contain a description of the dispute, the amount involved, and the remedy sought. The arbitrator shall determine the rights, rules and procedures for the parties to follow. Both parties shall have the right to confirm, correct or vacate the arbitration award. In the event of any litigation or arbitration related to this Agreement, the non-prevailing party will reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses relating to the matter.
11. Entire Agreement. This Agreement consists of this document, the Terms of Service and the documents described herein and therein, all of which by this reference are incorporated into and made a part of the Agreement. This Agreement constitutes the complete and exhaustive statement of the agreement (and supersedes all prior and contemporaneous agreements and understandings and representations, written or oral) between you and Traffik Digital with respect to its subject matter. In the event of conflict between the terms of this document and the Terms of Service, the terms of this document shall prevail. The provisions of paragraphs 4 and 5 (until all sums owing to Traffik Digital, LLC has been paid in full), 6, 8 and 9 shall survive any termination of expiration of this Agreement.
12. Signatures. This Consent may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally executed the same document, and all counterparts shall be construed together and shall constitute the same instrument.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org