TERMS AND CONDITIONS

Non-Disclosure

Z Physique will use proprietary methods in their business model, marketing efforts, etc. Client agrees not to share or relay to any public, private, or non-Z Physique approved sources any details of Z Physique, Z Physique’s practices, business model, employees, or personal data. Client, including all employees at Client’s office, may not share any forms, contracts, documents, contacts, or anything else provided by Z Physique to Client, unless authorized in writing by Z Physique.

Copyrights & Trademarks

The Client represents to Z Physique & unconditionally guarantees that any elements of text, graphics, photos, designs, video, trademarks, or other artwork furnished to Z Physique for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, & will hold harmless, protect, & defend Z Physique & its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

Indemnification

Client agrees that it shall defend, indemnify, save & hold Z Physique harmless from any & all demands, liabilities, losses, costs & claims, including attorney’s fees associated with Z Physique’s development of any services. This includes liabilities asserted against Z Physique, its subcontractors, its agents, its clients, servants, officers & employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. Client also agrees to defend, indemnify & hold harmless Z Physique against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, & delivering any defective product or misinformation which is detrimental to another person, organization, or business.

Rights Upon Termination of Agreement

Z Physique shall transfer, assign & make available to Client all property & materials in Z Physique’s possession or subject to Z Physique’s control that are the property of Client, subject to payment in full of amounts due pursuant to this agreement.

Litigation

Any disputes arising from this contract will be litigated or arbitrated within the state of California. This agreement shall be governed and construed in accordance with the laws of which this contract was signed and entered into.

Payment of Services

In the event client chooses to engage with Z Physique, Client agrees to contract with Z Physique a monthly basis with month to month thereafter (unless otherwise noted above). Client must then notify Z Physique 45 days prior via email or certified mail with any intent to cancel services. Client is responsible for payment regardless of payment type accepted and agrees to provide a check if processing a credit card is unavailable.

Termination of Services

Upon termination of services between Z Physique & Client, Z Physique agrees to provide details for client specific data at Z Physique’s discretion. Z Physique will have final say as to which data is provided to Client. Such discretion shall be reasonably exercised. Client agrees to NOT withhold payment as leverage to acquire any data from Z Physique or try and “solve” or “remedy” any situation that may occur. Z Physique reserves the right to terminate this agreement at it’s sole discretion if Client violates, or attempts to willfully violate, any part of this agreement.

Guarantees

Z Physique makes no guarantees nor cannot make any guarantees in regards to ad placement or return on investment for any services they provide. Furthermore, unless in writing, no guarantees are made on completion dates of web development work including websites.

Promise to Pay

You promise to pay to us the website and marketing costs in U.S. Dollars, pursuant to the payment schedule shown above. You also promise to pay all other amounts that may become due under the terms of this contract.

Collection Costs

To the extent permitted by applicable law, Client agrees to pay attorneys’ fees (if we refer this agreement for collection to an attorney who is not one of our salaried employees or the salaried employee of anyone to whom we transfer this contract), collection costs, and actual court costs.

No Oral Modification

Oral agreements or commitments to modify any of this agreement are not enforceable. To protect you (Client) and us (Z Physique) from misunderstandings or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify.

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