THESE TERMS AND CONDITIONS OF SERVICE (Terms) APPLY TO THE PURCHASE AND USE, IN ANY MANNER, OF ALL SERVICES PROVIDED BY FORWARD PUSH MEDIA, LLC (Forward Push). BY USING THE SERVICES, YOU (Client) ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS.

1. SCOPE; ENTIRE AGREEMENT. Forward Push agrees to perform certain work (Services) and deliver certain deliverables as more particularly described in a Scope of Workdelivered by Forward Push to Client. These Terms apply to all Services and deliverables provided by Forward Push to Client. If there is a conflict between these Terms and any Scope of Work, these Terms will control. The current version of these Terms supersedes all prior versions and can be found at https://forwardpush.com/terms-and-conditions-of-service/ (Website).  Forward Push at its sole discretion may update, revise or amend these terms from time to time. Client’s continued use of the Services following the posting of any changes or modification of these Terms will constitute Client’s acceptance of such changes or modifications. These Terms, together with the Scope of Work and all documents incorporated into any of them (this Agreement), constitute the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. This Agreement may not be modified or amended except in a writing signed by both parties.
2. CHANGES AND ADDITIONAL SERVICES. Either party may request additional Services or modification to the Scope of Work by submitting such requests in writing to the other party at least two (2) business days prior to the date on which such change would take effect. Changes or additional Services may include but are not limited to changes in the scope, the schedule, the complexity of project elements and any change made after Client’s approval has been given for a specific phase of the project. These changes may include concept, design, content and production. Any such additions or modifications must be agreed to by both parties in writing prior to being effective and will be considered an amendment of the Scope of Work. The parties agree to negotiate in good faith to agree on a revised scope and fees, as applicable. However, Forward Push may adjust the schedule and/or charge additional fees if Client fails to meet the agreed-upon deadlines for delivery of information, materials, approvals and payments.
3. CLIENT APPROVALS AND MATERIALS. Client will review and either approve or reject Forward Push’s deliverables within the due date specified by Forward Push. If Client does not provide such approval or rejection within that time period, the deliverable will be deemed approved. All deliverables provided by Forward Push will include up to two rounds of edits and any subsequent edits requested by Client may incur additional fees, billed at Forward Push’s standard hourly rate then in effect. Client is responsible for promptly providing any Client Materials (for example, media, logos, information or photography) necessary for the completion of the Services as reasonably requested by Forward Push. Any significant delay in receipt of Client’s Materials or approval may require Forward Push to reduce the priority of the Client’s Service based on Forward Push’s availability and workload. In such event, Forward Push will notify Client of the adjusted schedule and additional fees (if any) that will apply because of the delay. If Forward Push’s work is delayed by more than thirty (30) days due to Client’s inability to provide Client Materials or approvals, Forward Push may suspend Services, and the remaining amounts owed for the Services will become immediately due and payable. It is Client’s sole responsibility to reactivate the Services by supplying all Client Materials and approvals necessary to complete the Services and paying the balance in full. If the Client reactivates the Services within sixty (60) days of suspension, then Forward Push will perform the Services as described in the Scope of Work. If the Client wishes to reactivate the Services more than sixty (60) days after suspension, then a new Scope of Work will be entered into by the parties, and the balance paid by the Client will be credited toward the costs specified in such new Scope of Work. If the Services are not reactivated within one hundred twenty (120) days of suspension, then Forward Push will consider the project to be abandoned and any monies paid to Forward Push will be forfeited.
4. LEGAL CONTENT FOR WEBSITE. Depending on the nature of Client's website and Client's location, legal content, including but not limited to, Privacy Policy, Return Policy, Cookie Policy, Disclaimers, etc., may be required for Client's site by applicable laws and regulations or Client’s suppliers. It is the sole responsibility of the Client to determine whether such pages are required and the content of such pages. It is advisable to consult an attorney to determine Client's responsibilities in this matter. Forward Push offers standard form language only for Disclaimers, Accessibility and Privacy Policy pages with the recommendation that Client should have an attorney review all of this content. If Client provides the content for these pages, Forward Push will add them.

LICENSES AND OWNERSHIP

5. Reporting Portal. Upon payment in full of all amounts owed, Forward Push hereby grants to Client a non-exclusive, non-assignable and non-transferable limited subscription license to use and access Forward Push’s reporting platform during the Term of the Services for the purpose of retrieving Client content related to the Services (for example, reports, output, etc.) solely for the Client’s internal business purposes. The license granted herein is subject to the Client’s compliance in full with the Terms of Useapplicable to such platform, which will be provided to Client prior to granting access. Upon suspension or termination of the Services for any reason, Client must immediately discontinue use of the portal. This subscription license does not grant Client the right to copy any software.
6. WordPress and Plugins. Unless otherwise provided in the Scope of Work, Forward Push will use the WordPress content management system to build a website. WordPress and its associated software are “open source,” distributed under the GNU General Public License. Forward Push may use third-party add-on software (Plugins) which may be either free or subject to an annual licensing fee for ongoing updates and support. Provided that Client uses Forward Push’s hosting and support Services, Forward Push will provide applicable updates and support, subject to such third-party licenses, and will facilitate the renewals of such licenses for the Client. Forward Push is not responsible for any updates or security patches for any Plugins used on Client’s site if Client does not purchase Forward Push’s hosting and support. Client may not remove or add any plugins, or add a user at any level, without Forward Push‘s express approval.
7. Intellectual Property Created by Forward Push. Upon payment in full of all amounts owed, Forward Push hereby grants to Client an exclusive, perpetual and royalty-free license to use, maintain, reproduce, display, perform and distribute copies of any deliverables, including content, artworks or designs created by Forward Push and provided to Client as part of the Services. This license does not include any rights not expressly granted above, including without limitation, the right to sublicense the artworks or designs to any third parties or to prepare derivative works based on such artworks or designs. Except as otherwise provided by this limited license, all rights in any artworks or designs or other intellectual property developed or created by Forward Push, and any and all rights in any pre-existing work provided by Forward Push, will remain the sole property of Forward Push. All rights not expressly granted by this paragraph are reserved by Forward Push. Work prepared by Forward Push will not be deemed a "Work for Hire" as the term is defined under Copyright Law.
8. Intellectual Property and Use of Advertising Materials Created by Forward Push. All advertising content, copy, creative assets, performance data, targeting strategies, optimization methodologies, and other campaign-related materials (collectively, “Advertising Assets”) developed by Forward Push in the course of providing Services are the sole and exclusive intellectual property of Forward Push. Client acknowledges and agrees that Forward Push does not provide, deliver, or grant access to copies of advertisements, targeting data, A/B testing outcomes, or any materials used in the creation, execution, or optimization of advertising campaigns. These Advertising Assets are considered proprietary trade secrets and confidential to Forward Push. Client is granted no rights to use, reproduce, modify, distribute, or retain copies of any Advertising Assets beyond what is viewable by the public during the active term of the campaign. Upon conclusion of the engagement or termination of Services, the Client shall retain no rights to the Advertising Assets or any underlying content or strategy. For clarity, no ad copy, targeting data, creative files, or related campaign materials will be provided to the Client. Forward Push retains all rights not expressly granted herein.
9. Third-Party Media, Graphics and Photography. Any media, graphics or photography procured by Forward Push from third parties are only licensed for use AS IS to be displayed on Client's website, online and in social media. Any third-party images or other content licensed for use on Client's website are owned by such third parties according to the terms of their respective license agreements.
10. Advertising Accounts. If Client engages Forward Push to manage Client’s advertising, whether online (e.g., Google Ads, Meta Ads, LinkedIn Ads) or otherwise, such accounts and the data associated with them will remain the sole property of Forward Push. Neither the accounts nor the data related to the accounts will be transferred to Client or to any third party upon the termination of the Services without Forward Push’s written consent.
11. Interfaces. If Services include Search Engine Optimization (SEO), Forward Push may use one or more interface or connectivity (Interface) to a third-party product. Client acknowledges and agrees that Services are subject to the terms and conditions of such third-party vendor with respect to its services and the Interface. Client grants to Forward Push permission to transmit Client’s data to such third-party vendor and third-party product as necessary for the Interface and provision of SEO Services. Client will obtain for Forward Push any approvals or licenses that are required for Forward Push to be able to receive, use, store and transmit Client’s data or other content through the Interface. Client acknowledges and agrees that Forward Push is not responsible for any data errors in the third-part vendor’s specifications or services. Forward Push does not warrant, support or assume any liability or other obligation for the third-party vendor product
12. Client Content and Intellectual Property. As between Forward Push and Client, Client is and will remain the sole and exclusive owner of all right, title and interest in and to all Client information, data and other content, in any form or medium, that is submitted to Forward Push or generated by Client or its designee in connection with the Service (Client Content). Client hereby grants to Forward Push a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content in connection with the Services provided under in this Agreement. If Client provides to Forward Push or requests Forward Push to use any trademarks, service marks, logos and/or functional or aesthetic designs (IP Assets) then Client represents that it either owns or has the license rights to reproduce such IP Assets in connection with the Services. Client is responsible for securing the appropriate approvals and licenses for all IP Assets provided by Client.
13. Designer Tools. All software, web authoring tools, type fonts, application tools, comps, concepts sketches, visual presentations, rejected deliverables or designs, layered files or other alternate or preliminary designs and related documents (Designer Tools) created, developed or used by Forward Push in performing the Services are and will remain the exclusive property of Forward Push. Forward Push hereby grants to Client a nonexclusive, nontransferable license to use the Designer Tools solely to the extent necessary for the Services. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Forward Push. Client does have the right to update any original web code that Forward Push supplies for a website.
14. Reservation of Rights. All intellectual property rights in and to any products and Services, including any third-party products and services, not expressly granted by these Terms are reserved to Forward Push or third-party product vendors, as applicable. No rights are grated by implication. Client will not take any action inconsistent with such title and ownership.
15. DOMAIN NAMES. Client is responsible for registering any desired domain names for Client's websites and paying the applicable registration and renewal fees. Forward Push can assist in the process if desired. Forward Push is not responsible for suspension or loss of domain names resulting from events outside of Forward Push’s control.Any time spent reestablishing Client's website after a domain expires is billable at Forward Push' fees then in effect. Client agrees to grant Forward Push and its representatives administrative access to Client’s website, advertising accounts, social media accounts, applicable equipment and data, as reasonably necessary for Forward Push to perform the Services, including configuring, maintaining, inspecting, upgrading, replacing and removing the services used to receive any of the Services.
16. FEES AND PAYMENT TERMS. Client agrees to pay the fees as specified in the Scope of Work. Service fees are payable in US Dollars, in advance, are non-refundable and are not contingent on the results of the Services. If Forward Push provides any Services outside the scope of the Scope of Work, such Services will be provided based on Forward Push’ rates in effect at the time the Services are provided. Unless otherwise specified in the payment schedule outlined in the Scope of Work, all invoices for Services are payable upon receipt of invoice. Client is responsible for all fees per the Scope of Work and failure to receive an invoice for a fee will not be a waiver of Client’s responsibility.
17. CLIENT DEFAULT.Client has no right of offset, deduction or withholding under this Agreement. If: (a) Client fails to make any payment when due (whether because the bank transfer or credit card was declined or otherwise), (b) Forward Push determines, in its sole discretion, that the credit of Client or any person or entity providing credit support for Client’s obligation, is or becomes impaired, or (c) Client breaches any other material provision of this Agreement, then Forward Push may, immediately upon notice, in its sole discretion and without liability: (1) declare immediately due and payable any amounts owed by Client; (2) suspend Services, including suspension of Client’s website from public view, (3) cancel the provision of Services and deliverables; and/or (4) pursue any other rights or remedies to which Forward Push may be entitled at law or in equity. Amounts unpaid after the due date are considered past due and Forward Push may impose a late payment charge equal to the lesser of 1.5% monthly, compounded, or the maximum amount allowed by applicable law, from the date on which it is due until it is paid in full. In addition, Client will pay all costs of collection, including reasonable attorney’s fees and court costs, incurred by Forward Push in collecting, or attempting to collect, any charges owed. Client will reimburse any fees incurred by Forward Push if any tendered payment is not honored by the bank and the Client immediately will submit payment in full, including the incurred fees and penalties.
18. CONFIDENTIAL INFORMATION. Each party acknowledges that in connection with the Services it may receive certain confidential or proprietary information and materials of the other party (Confidential Information). Confidential Information includes, but is not limited to, the pricing and terms of Service, and any information related to the disclosing party’s technology, business affairs, customer or supplier information, marketing or sales information. Each party, its agents and employees will hold and maintain in strict confidence all Confidential Information, will not disclose Confidential Information to any third party, and will not use any Confidential Information except as may be necessary to perform its obligations under this Agreement. The foregoing restrictions on use and disclosure of Confidential Information will not apply to information that: (a) is required to be disclosed by a court or governmental authority; (b) is in or subsequently enters the public domain through no fault of the receiving party; (c) is properly received from a third party without an obligation of confidentiality; or (d) is developed independently by the receiving party without reference to the disclosing party’s Confidential Information. The responsibilities under this section will continue during the Term of each Scope of Work and thereafter: (a) for trade secrets so long as such Confidential Information remains a trade secret and (b) for all other Confidential Information, for two years. Upon termination of this Agreement for any reason, each party will promptly return to the other all copies of any data, records, or materials of whatever nature or kind belonging to the other party, including all materials incorporating the Confidential Information of the other party.
19. CLIENT WARRANTIES.Client warrants to Forward Push that: (a) Client is duly organized and validly existing entity; (b) the person accepting or using Services on Client’s behalf possesses the legal right and ability to enter into this Agreement; (c) Client will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) Client has acquired or will acquire all authorization(s) necessary for Client Content and IP Assets provided by Client; (e) Client has verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (f) Client Content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
20. FORWARD PUSH LIMITED WARRANTY AND DISCLAIMERS. Forward Push represents and warrants that all Services performed under this Agreement will be of professional quality and will conform to the then-current documentation provided by Forward Push to Client. Client’s exclusive remedy for any non-conforming services or deliverables provided by Forward Push will be limited, at Forward Push’s option, to either re-performance of the non-conforming portion of the services/deliverables or refund of the portion of the fees attributable to such nonconforming services/deliverables. This section states the sole and entire liability of Forward Push and Client’s exclusive remedy with respect to the limited warranty. Forward Push will not be obligated to provide any remedy for any breach of warranty if the Client has not notified Forward Push of the specific existence and nature of the breach promptly, in any event no later than 30 days following the breach.Except as provided in this section and to the extent not prohibited by applicable law: (a) Forward Push specifically disclaims any and all other warranties, express or implied, including without limitation, warranties of merchantability, title, non- infringement and fitness for particular purpose, or warranties arising from usage, conduct or course of trade; (b) Forward Push does not warrant any particular results; (c) Forward Push does not warrant that the Services will be error-free or that it will correct all errors; and (d) Forward Push does not warrant that the Services will meet Client’s requirements or expectations that are not set forth in the Scope of Work or these Terms. Any referrals or references provided by Forward Push to third-party tools, products, apps, services or websites, are provided for informational purposes only and Client is solely responsible for vetting them and for any consequences of any decisions and actions respecting such third-party products and services.
21. LIMITATION OF LIABILITY.Client is solely responsible for maintaining insurance coverage for any claims which may arise related to the Client’s website, marketing, advertising and social media accounts. It is the Client’s sole responsibility to adequately insure itself against business interruption, loss of business or other losses. Forward Push will not have responsibility to Client for the failure to maintain sufficient insurance coverage. Client is solely responsible for backing up all data and to maintain local copies of content and other stored information. Forward Push will not be liable for any temporary delay, outages or interruptions of the Services. To the fullest extent permitted by law, Forward Push will not be liable to Client or any other person for any diminution in value, loss of or damage to data, breach of data protection or privacy laws for third party personal information, loss of use, goodwill, reputation, business interruption or delay, revenues, profits, anticipated profits, contracts or opportunities (regardless of how these are classified as damages), or for any consequential, incidental, indirect, exemplary, special, punitive or enhanced damages, whether arising out of breach of contract, tort (including negligence), product or strict liability, or any other form of action, regardless of whether such loss or damage was foreseeable or the party suffering the loss or damage has been advised of the possibility of such loss or damage, and notwithstanding the failure of essential purpose of any limited remedy. Forward Push’s total liability to Client will be limited to direct damages proven. The exclusions and limitations set forth in this provision will not apply to any damages resulting from Forward Push’s gross negligence, fraud or intentional misconduct.
22. INDEMNIFICATION BY CLIENT. Client will indemnify, defend and hold harmless Forward Push and its owners, officers, directors, employees, consultants, agents and representatives (Indemnitee) against any claims, suits, losses, damages, settlement payments, interest, judgment, costs (including, without limitation, court costs, arbitration costs, attorneys’ fees and other professionals’ fees) (Claims) arising out of or relating to: (a) any breach of a material provision of this Agreement or the Terms of Use by the Client, or its employees or agents; (b) negligent, willful or fraudulent acts or omissions of the Client or its employees or agents; (c) bodily injury to or death of any person or loss of or damage to real or tangible personal property or the environment caused by any negligent act or omission of the Client or its employees or agents; (d) Client’s use of any Services or related deliverables provided by Forward Push; (e) alleged infringement or misappropriation of a third party’s intellectual property right based on any Client Content or IP Asset provided by Client; or (f) any third-party claim and damages arising from or related to any unpermitted use of any deliverable or Service negligently or intentionally caused by or allowed by Client.
23. INDEMNIFICATION BY FORWARD PUSH. Forward Push will indemnify, defend and hold harmless Client and its owners, officers, directors, employees, consultants, agents and representatives (Indemnitee) against any claims, suits, losses, damages, settlement payments, interest, judgment, costs (including, without limitation, court costs, arbitration costs, attorneys’ fees and other professionals’ fees) (Claims) arising out of or relating to: (a) willful or fraudulent acts or omissions of Forward Push or its employees or agents; or (b) bodily injury to or death of any person or loss of or damage to real or tangible personal property or the environment caused by any negligent act or omission of Forward Push or its employees or agents.
24. INTELLECTUAL PROPERTY INFRINGEMENT. Forward Push will defend Client against any Claims made or brought against Client by a third party alleging that any Service or deliverable provided by Forward Push infringes or misappropriates such third party’s intellectual property rights (IP Claim) and will indemnify Client from any damages, attorney fees and costs finally awarded against Client or for amounts paid by Client under a settlement approved by Forward Push in writing. If a deliverable or Service becomes, or in Forward Push’s opinion is likely to become, the subject of an IP Claim, Forward Push may, at its sole option and expense: (a) obtain for Client the right to continue using the deliverable or Service; (b) replace or modify the affected deliverable or Service so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if neither of the foregoing is available on commercially reasonable terms as determined by Forward Push, terminate the use of the affected portion of the deliverable or Service and refund any pre-paid fees for such affected deliverable or Service. Forward Push will have no liability for any IP Claims that are based on or arise from Client’s use of the deliverable or Service that is not in accordance with this Agreement, or the documentation or instructions provided by Forward Push. The indemnification provided in this section is conditioned on Client giving Forward Push prompt written notice of any IP Claim, providing full cooperation in the defense of such IP Claim, if requested by Forward Push and at Forward Push’s expense, and granting Forward Push the sole authority to defend or settle the IP Claim.The foregoing states Client’s exclusive remedy for any IP Claim.
25. Terms of Service. The initial Termof the Services will begin on the date set forth in the Scope of Work. The Term for a time-limited non-recurring Service will end upon completion of the Service. The Term for a recurring Service will renew automatically for successive periods of twelve (12) months (each, a Renewal Term) until the Service is terminated as provided in the Scope of Work or these Terms. Either party may cancel the renewal by providing thirty (30) days written notice of non-renewal prior to the end of the initial Term or then-current Renewal Term.
26. Termination for Cause. Either party may terminate a Service for Cause. As to payment of invoices, Causemeans the Client’s failure to pay any invoice when due. For all other matters, Causemeans a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within thirty (30) days after delivery of such notice.
27. Termination by Forward Push.Forward Push may terminate an applicable Service immediately upon written notice if Client or any of its representatives: (i) damages or attempts to damage Forward Push’s Services, (ii) violates of the Terms of Use, (iii) provides false information regarding Client’s identity, creditworthiness or its planned use of the Services, (iv) interferes with Forward Push’s provision of services to any other customer, or (v) breaches the terms of the Confidentiality provision above.
28. Termination for Convenience/Early Termination Charges. Either party may terminate any Service for convenience with 30 days’ prior written notice. If a Service is terminated by Client for material and uncured breach by Forward Push, then Client will be entitled to a refund of any pre-paid fees for Services not yet delivered as of the date of termination. However, if Client terminates a Service during the Term for reasons other than Cause or Forward Push terminates this Agreement for Cause pursuant to the Sections titled Termination for Causeor Termination by Forward Push, then any fees prepaid by Client will be forfeited, plus Client will pay the following charges (which Client agrees are reasonable): All amounts invoiced prior to the termination date, plus (i)For any recurring fees, an amount equal to the fees for each month remaining in the unexpired portion of the Term, plus (ii) For any professional services not covered by prepaid or recurring fees, an amount equal to the time expended by Forward Push in performing the Services multiplied by Forward Push’ hourly rates then in effect, plus (iii) Any actual costs and expenses incurred by Forward Push up to the date of termination, including but not limited to late payment charges and fees and costs of collection.Client’s liability for payment of all fees, charges and expenses that accrued prior to the termination date will not be extinguished by termination and will be immediately due and payable and Forward Push may continue to impose late payment charges.
29. Post-Termination Obligations. Unless otherwise agreed by the parties in writing, Client acknowledges and agrees that the following will occur upon termination of Services, regardless of the reason for termination: Client will no longer have access to the Reporting Portal. While all Plugins will remain in place, their licenses will be terminated. This means that the licenses will revert to a free version and/or will no longer be updated or supported. When SEO Service is terminated, if Forward Push was using any Interface to assist with SEO, both the SEO and the Interface connection will be removed from the website. Client may pay a fee (currently $10,000/year/recurring but subject to change without notice) to keep the SEO in place. Client acknowledges that, even if the fee is paid, if the Interface is removed by Client or its designee, all of the SEO work will be lost and non-recoverable and Forward Push will not be responsible for any lost work.
30. DISPUTE RESOLUTION. The parties will attempt in good faith to resolve any controversy or dispute arising out of, relating to or in connection with this Agreement promptly. Within ten (10) business days after delivery of the disputing party’s notice, the parties will meet either in person or virtually at a mutually acceptable time and place to attempt to resolve the dispute through their respective executive level representatives. If any of the following events occur: (a) either party refuses to participate in dispute resolution process outlined above, (b) any unresolved issues remain after the conclusion of such mediation, or (c) the passage of sixty (60) days after delivery of disputing party’s notice, then either party may initiate litigation in the state courts of DeKalb County, the State of Georgia, USA. The laws of the State of Georgia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. If a party desires to bring an action in court, the parties irrevocably submit to the non-exclusive jurisdiction of any State Court in DeKalb County, Georgia. Each party irrevocably waives, to the fullest extent permitted by law, any objection it may now or later have to that venue as being an inconvenient forum. No action may be brought for any claim relating to or arising out of the Services or this Agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.
    GENERAL PROVISIONS.
31. Use of AI Technology. Forward Push may use artificial intelligence technology in conjunction with the Services. Such use will comply with Forward Push’s AI policy (AI Policy), as updated, revised, or amended from time to time. The current version of the AI Policy supersedes all prior versions on posting to https://forwardpush.com/ai-policy/.
32. Relationship of the Parties. The parties do not intend to create a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the parties will be only those expressly set forth in the Scope of Work and these Terms of Service. At all times, the parties will remain independent contractors, with each responsible for its own employees.
33. Subcontractors. Client acknowledges that Forward Push may use subcontractors to perform some of the Services, but in such event, Forward Push will remain responsible to Client for their performance.
34. No-Hire Restriction. To the extent permitted by applicable law, during the Term, neither party (Hiring Party) may hire a current employee or contractor of the other (Target Party) without the Target Party’s prior written consent. This restriction is limited to Target Party employees and contractors who had direct contact with Hiring Party employees or contractors in connection with this Agreement and will not apply to the hiring of a Target Party employee or contractor who responded to a general solicitation that was not specifically targeted at Target Party’s employees or contractors.
35. Non-Disparagement. Each party agrees that at all times during and after this Agreement, that party will not make any negative or disparaging comments about the other party, its affiliates, employees or representatives.
36. Response to Legal Inquiry. Client will reimburse Forward Push reasonable attorney fees and costs incurred to respond to legal requests for documents or information or to provide testimony about the use by Client of any Forward Push deliverables or Services.
37. Excused Performance. Force Majeure Eventmeans any act or event, whether foreseen or unforeseen, that prevents Forward Push from performing the Services and is beyond Forward Push’s reasonable control. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events is deemed to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, pandemic, disease outbreak, famine or plague, shipwreck, snow storm, action of a court or public authority, or strike, work-to-rule action, go-slow or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. The foregoing list is not exhaustive, and the principle of ejusdem generis is not to be applied in determining whether a particular act or event qualifies as a Force Majeure Event. If a Force Majeure Event occurs, Forward Push is excused from whatever performance is prevented by the Force Majeure Event to the extent prevented.
38. Severability Survival.If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions remain in full force. Sections 7-18 of these Terms will survive any termination or expiration of the Agreement for any reason.
39. Waiver. Any waiver must be in a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
40. Notices. Notices must be in English, in writing, and will be deemed given when delivered by hand or five (5) days after being sent using a method that provides for positive confirmation of delivery to the respective addresses indicated on the Scope of Work.
41. Publicity and Announcements. Client authorizes Forward Push to issue press releases or other announcements related to the relationship and to include Client’s name, logo, trademark, social media profiles, quotes and testimonials (whether provided by the Client in writing or verbally) in such press releases, announcements, on Forward Push’s website, social media and in other marketing materials. Forward Push may include a factual description of the Services provided in its list of references, its internal planning documents and whenever required or appropriate by reason of accounting, legal or regulatory requirements.
42. Assignment. Client may not assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Forward Push. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be null and void.