WATTS AGENCY SERVICES TERMS AND CONDITIONS
SECTION 1. SUBSCRIPTION SERVICES
1. Subscription Services General Terms
1.1. “ Authorized Users ” means any employee of Customer or Watts who has been assigned a
unique username and password combination to access and use any Third-Party Applications or
Customer owned software.
1.2. “ Bi-Weekly Meetings ” means a recurring meeting that shall be at a set time and day of the
week as decided between the assigned Customer Success Manager (“ CSM ”) and the Customer
1.3. “ Customer Data ” means Customer’s proprietary data and information input into and/or stored
by the Subscription Services by or on behalf of the Customer.
1.4. “ Customer Content ” means all content uploaded into and/or stored by the Subscription
Services by or on behalf of the Customer, and any Advertising Client, including but not limited
to advertising, images, text, videos, music, and other content or materials
1.5. “ Customer Materials ” means the Deliverables, Final Art, Customer Data and Customer Content.
1.6. “ Copyright ” means all materials, information, photography, writings and other creative content
provided by Customer for use in the preparation of and/or incorporation in the Deliverables.
1.7. “ Deliverables ” means the services and work product specified in the Order Form to be
delivered by Watts to Customer, in the form and media specified in the Proposal.
1.8. “ Final Art ” means all creative content developed or created by Watts, or commissioned by
Watts, exclusively for an Order Form and incorporated into and delivered as part of the Final
Deliverables, including and by way of example, not limitation, any and all visual designs, visual
elements, graphic design, illustration, photography, animation, sounds, typographic treatments
and text, modifications to Client Materials, and Watts’s selection, arrangement and
coordination of such elements together with Client Materials and/or Third Party Materials.
1.9. “ Third Party Materials ” means proprietary third-party materials which are incorporated into
the Final Deliverables, including without limitation stock videography, photography or
1.10. “ Software ” means any first or Third-Party Application, used by Watts to provide the
Professional Services and/or Subscription Services.
1.11. “ Stand-Up Meetings ” means fifteen (15) minute to thirty (30) minute virtual meetings
scheduled with less than 24 hours noticed to cover information pertinent to accomplishing the
standards of an Order Form.
1.12. “ Preliminary Works ” means all artwork including, but not limited to, concepts, sketches, visual
presentations, or other alternate or preliminary designs and documents developed by Watts
and which may or may not be shown and or delivered to Customer for consideration but do not
form part of the Final Art.
1.13. “ Order Form ” means the initial order form attached hereto and any other order form that is
executed by both Customer and Watts and that references and incorporates the terms in this
1.14. “ Subscription Period ” means the duration for which Customer is authorized to access the
Subscription Services, as described in the applicable Order Form.
1.15. “ Subscription Services ” means the online services provided by Watts, or by a Third-Party
Application, also known as (the “ Vendor ”), and the Professional Services provided by Watts, as
described in the Subscription Services section of the applicable Order Form and Attachment 3.
1.16. “ Software ” means any Watts owned software applications and platforms, or Third-Party
Applications used by Watts to provide the Subscription Services.
1.17. “ Term ” means the term of this Agreement as defined in Section 10.1
1.18. “ Third-Party Applications ” means a Web-based or offline software, advertising, marketing,
design, or data application, service, or platform that is provided by Customer or a Third-Party
and interoperates with the Subscription Service, for example, via API provided by such
Third-Party or by Vendor. Third-Party Applications include but are not limited to project and
workflow management platforms, data analytics and reporting platforms, advertising
publishers and data platforms.
1.19. “ Trademarks” means trade names, words, symbols, designs, logos or other devices or designs
used in the Final Deliverables to designate the origin or source of the goods or services of
2.1. Customer and Watts may, from time to time, enter in to Order Forms which are subject to the
terms set forth in this Agreement which covers purchase of Subscription Services and other
services from Watts pursuant to such Order Forms.
3. Subscription Services
3.1. Professional Services . Subject to Customers cooperation and assistance in accordance with
Section 4.1 , Watts will provide the Professional Services as described in the Order Form and in
3.2. Subscription Services . Subject to Customer’s compliance with the terms and conditions of this
Agreement, commencing on the Subscription Services Effective Date set forth in the applicable
Order Form and continuing through the Subscription Period, Watts hereby grants Customer
non-exclusive, non-transferable access to all the Subscription Services agreed upon with an
Order Form. Customer may access and use the Subscription Services solely for its internal
business purposes and such access and use is expressly limited to the employees of the
Customer and subject to any additional terms set forth in the applicable Order Form.
3.3. Third-Party Application URL . Any Third- Party Applications related to the Agreement will be
provided through the website located at a URL to be provided to Customer (the “ URL ”). Watts
may change the URL from time to time upon no less than ten (10) days’ notice to Customer.
3.5. Restrictions . Customer shall not attempt to interfere with or disrupt the Subscription Services
or the Software or attempt to gain access to any systems or networks that connect thereto
(except as required to access and use the Subscription Services). Customer shall not allow
access to or use of the Subscription Services by anyone other than Authorized Users and/or
Authorized Employees. Customer shall not: (a) copy, modify or distribute any portion of the
Subscription Services or Software; (b) transfer any of its rights hereunder (except as specified in
Section 11.8 ); (c) publish or disclose to third parties any evaluation or competitive intelligence
related to the Subscription Services without Watts’s prior written consent; (d) disassemble,
decompile or reverse engineer the Subscription Services or Software nor permit any Third-Party
to do so, except to the extent such restrictions are prohibited by law.
3.6. Rejection, Removal, And Editorial Control Over Customer Content . Watts reserve the right, in
its sole discretion, to: (i) reject or remove any Customer Content from the Subscription Services
and (ii) exercise editorial control over any content (including, but not limited to, Customer
Materials) that is distributed through the Subscription Services for purpose of non-compliance
with requirements of this Agreement or the requirements of a Vendor’s Third-Party
Application. Watts may immediately suspend fulfillment of any Order Form if it reasonably
determines Customer is not complying with this agreement, or the Customer is using the
Subscription Services in a manner that could cause damage to Watts’s business or reputation,
or otherwise reflect unfavorably upon Watts, its affiliates, or its partners. Watts shall notify the
Customer in writing, promptly following any such suspension taking effect.
3.7. User Credentials . Each Authorized User may be assigned a unique identification name and
password for access to and use of the Subscription Services (“ User ID ”). Customer will be
responsible for ensuring the security and confidentiality of all User IDs. Customer acknowledges
that it will be fully responsible for all liabilities incurred through use of any User ID (whether
lawful or unlawful) and that any transactions completed under a User ID will be deemed to
have been lawfully completed by Customer. Customer agrees to maintain a current list of all
Authorized Users authorized to access the Subscription Services on behalf of Customer. In no
event will Watts be liable for the foregoing obligations or the failure by Customer to fulfill such
3.8. Data Maintenance and Backup Procedures . The Third-Party Application Vendors will follow
their archival procedures for Customer Data as described in their Service Level Agreement
located at their URL or any replacement location specified by it (the “ Third-Party SLA ”). It is
not Watts’s responsibility to store copies of Deliverables, Final Art or Customer Materials and it
is not responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of
the Customer Materials. In the event there is any loss or corruption of Deliverables, Final Art or
Customer Materials, Watts shall use commercially reasonable efforts to work with Vendor to
restore the lost or corrupted Deliverables, Final Art or Customer Material from the latest
backup of such Deliverables, Final Art or Customer Material maintained by Watts or a Vendor if
applicable to the situation. WATTS’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER
DATA, MATERIALS, FINAL ART AND/OR DELIVERABLES PURSUANT TO THIS SECTION 3.7 SHALL
CONSTITUTE WATTS SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN THE
EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER MATERIALS, FINAL ART, DELIVERABLES.
4. Agency Services Rates and Fees
4.1. Agency Services Spend . Client agrees to pay Watts for all Agency Services Spend at the rate
specified on the Order Forms, and these charges will be billed to Customer on a monthly basis
with net 30 payment terms.
4.2. Additional Agency Services . Customer may choose additional advertising, marketing, and
creative, and professional services including, without limitation, those set forth in the Rate
Card, which may be subject to an additional Order Form.
4.3. Third-Party Services and Fees . In the event Customer chooses Third-Party services, including,
without limitation, those listed within this section, or as agreed to by the parties from time to
time, Customer agrees to pay Watts, or the Third-Party directly, if applicable, the fees listed in
the Rate Card or on the Order Form. An example of third-party services are:
4.3.1.Third-Party Applications : Watts and/or Customer may use Third-Party Applications to
assist with Subscription Services at Customer’s cost, provided that both parties agree the
service is necessary. Customer may request that Watts engage a certain third-party vendor
whose services may better assist with fulfillment; however, whether Watts establishes a
relationship with such vendor will be in Watts’s sole discretion.
4.3.2.Onboarding Data : Watts may onboard Customer Materials like first party data to fulfill
Subscription Services. Onboarding data fees may apply and will be quoted by Watts on a
case-by-case basis and subject to pre-approved by Customer, and may be subject to an
additional Order Form.
5. Customer Obligations
5.1. Cooperation and Assistance . As a condition to Watts’s obligations hereunder, Customer shall at
all times: (a) provide Watts with good faith cooperation and provide access to such
information, facilities, and equipment as may be reasonably required by Watts in order to
provide the Subscription Services, including, but not limited to, providing Customer Materials
and security access, information, and software interfaces to Customer’s business applications;
(b) provide such personnel assistance as may be reasonably requested by Watts from time to
time; (c) carry out in a timely manner all other Customer responsibilities set forth in this
Agreement. In the event of any delay in Customer’s performance of any of the obligations set
forth in (a), (b) or (c), or any other delays caused by Customer, Watts may adjust the
Subscription Services Start Date and/or the Due Date set forth in the Order Form as reasonably
necessary to account for such delays
5.2. Enforcement . Customer shall ensure that all Employees and/or Authorized Users comply with
the terms and conditions of this Agreement, including, without limitation, with Customer’s
obligations set forth in Sections 3.9 and 3.11. Customer shall promptly notify Watts of
suspected or alleged violation of terms and conditions of this Agreement and shall cooperate
with Watts and Vendors with respect to (a) investigation by Watts of suspected violation of
terms and conditions and (b) any action by Watts to enforce the terms and conditions of this
agreement. Watts may suspend or terminate any Authorized User’s access to the Subscription
Services once it notifies Customer in the event Watts determines Customer is in violation of this
Agreement. Customer shall be liable for any violation of the terms and conditions of this
Agreement by an Employee and/or Authorized User.
5.3. Telecommunications and Internet Services . Customer acknowledges and agrees that
Customer’s and its Authorized Users’ use of the Subscription Services may be dependent upon
access to telecommunications and Internet services and Customer’s hardware and software
needed to access and use the Subscription Services. Customer is solely responsible for
obtaining and funding the resources required to access the Subscription Services, including
without limitation, any costs, fees, expenses, and taxes of any kind related to obtaining
necessary resources. Watts nor Vendors are responsible for loss of Customer Materials arising
from telecommunications, internet services, hardware, or software.
5.4. Privacy & Data . Customer is responsible for complying with any applicable laws relating to its or
any Authorized User’s use of the Service, including, without limitation, privacy laws governing
the collection, use and sharing of Customer Data by Customer, or by Watts, or by Vendors on
Customer’s behalf, via the Subscription Service. It is the Customer’s responsibility to (a) ensure
Watts and Vendors, acting on the customers behalf, have the right to collect, use, and share
Customer Materials via Subscription Services (b) provide notice to and obtain necessary
consent from Customer’s audience, end-users, and any other applicable third-party, as required
under applicable laws, with respect to Customer Data collected, used and shared by Customer,
or by Watts or a Vendor on Customers behalf, via Subscription Services. Customer or any
Authorized User shall not use Watts Owned Software to collect, upload, retrieve, transmit,
send, and/or store any PII, including without limitation, government issued ID numbers,
individual medical or health information (including protected health information under HIPPA),
individual financial information, an individual’s name (last name plus first name or first initial),
birth dates, security codes, passwords, credit or debit card numbers, or “sensitive personal
data” under the Directive 95/46/EC. Watts can remove Customer Materials that violate any
terms of this Agreement or any applicable law
6. Subscription Services Rates and Fees
6.1. Fees. In consideration for Watts providing the Subscription Services, Professional Services and
Creative Services, Customer shall pay to Watts the Fees, in accordance with the terms and
schedule set forth in Order Form. The payment obligations hereunder are non-cancelable, and
fees paid are non-refundable.
6.2. Other Expenses. Customer shall reimburse Watts for all actual and reasonable expenses
incurred by Watts in performing the Subscription Services, without limitation to the following:
(a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls,
postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models,
presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at
cost plus Designer’s standard markup of 35%, and, if applicable, a mileage reimbursement at
$0.75 per mil; and (b) travel expenses including transportation, meals, and lodging, incurred by
Designer with Client’s prior approval, (collectively, “ Expenses ”).
6.3. Additional Costs . Order Form pricing includes Watts’s fee only. Any and all outside costs
including, but not limited to, equipment rental, photographer’s costs and fees, photography
and/or artwork licenses, prototype production costs, talent fees, music licenses and online
access or hosting fees, will be billed to Client unless specifically otherwise provided for in the
6.4. Invoices . All invoices are payable within 30 days of receipt. Payments will be credited first to
late payment charges and next to the unpaid balance, and lastly to Customer’s Credit. Client
shall be responsible for all collection or legal fees necessitated by lateness or default in
payment. Watts reserves the right to withhold delivery and any transfer of ownership of any
current work if accounts are not current or overdue invoices are not paid in full. All grants of
any license to use or transfer of ownership of any intellectual property rights under this
Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and
all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
6.5. Late Payment . The invoice and payment schedule for all Fees, Expenses and applicable Taxes
(as defined in Section 6.5 ), including any related interest and/or penalties) is set forth in
Payment Terms. If Watts has not received payment within five (5) days after the due date,
interest shall accrue on past due amounts at the rate of three percent (3%) per month, but in
no event greater than the highest rate of interest allowed by law, calculated from the date such
amount was due until the date that payment is received by Watts. Customer shall reimburse
Watts for the reasonable costs of collection, including reasonable fees and expenses of
6.6. Taxes . All amounts and fees stated or referred to in this Agreement are exclusive of taxes,
duties, levies, tariffs, and other governmental charges (including, without limitation, VAT, sales
tax, and use tax) (collectively, “ Taxes ”). Customer shall be responsible for payment of all Taxes
and any related interest and/or penalties resulting from any payments made hereunder, other
than any taxes based on Watts’s net income. Customer will reimburse Watts for any Taxes that
Watts pay as a result of Customer’s payment or hereunder or receipt or use of the Subscription
Services in accordance with the invoice procedure set forth herein.
6.7. Credit Terms . Watts may provide the Customer with credit for the Agency Services, or require
prepayment in advance. Watts may conduct credit and reference checks (both internally and
utilizing 3rd party providers) in order to assess the Customer’s credit-worthiness, and the
Customer hereby authorized Watts to do so. The Customer wishes to use the Agency Services
offered by Watts in the Order Form. The Customer has requested that Watts extend credit to
the Customer for the purchase of such Agency Services. The advancement of credit is subject
to, and the parties hereby agree to, the following terms.
(a) Credit : Subject to the terms below, Watts shall grant the Customer credit for the
purchase of Agency Services each month.
(b) Credit Account . Customer may be required to establish a Credit Account with Watts by
submitting a deposit equal to the Order Forms Credit Amount. Subsequent Invoices
will be billed and fulfilled using the Credit Account until it has run out, at which time
the Customer may freely use their Credit Amount without prepayment.
(c) Limit . The maximum credit available to the Customer, if applicable, is listed in the
Order Form as the Credit Amount. Watts reserves the right to reduce the amount of
credit available to the Customer at any time.
(d) Suspension . Watts may immediately suspend the granting of further credit if any
invoice is not paid when due.
(e) Set-off . Watts may deduct any amount owing for any Subscription Services to it from
funds in the Customer’s Account with Watts.
(f) Change in Ownership Situation . Customer agrees to notify Watts in writing within 30
calendar days of any change in the organization structure or controlling ownership of
the Customer notwithstanding to whom bills are rendered.
(g) Change in Financial Situation. If the Customer experiences a materially adverse change
in its financial situation, the Customer shall immediately inform Watts.
(h) Termination . Either party may immediately terminate this credit agreement, by
providing written notice to the other. Upon termination, all amounts owed by the
Customer to Watts will immediately become due, whether the Customer has been
billed for such amounts or not, and the Customer shall pay all such amounts within 5
days of termination
(i) Costs. Customer will pay all costs related to the collection of any amount owed to
Watts under this Agreement (including all legal and other fees, and disbursements).
6.8. Confidentiality . Except as may be necessary to comply with applicable laws, regulations, or
court orders, the Customer shall not reveal the terms, or the existence, of this credit agreement
to any other party.
7. Proprietary Rights
7.1. Ownership . As between Watts and Customer, (i) the Customer Materials, Customer Content,
Deliverables, and Final Art, and all Intellectual Property Rights therein or relating thereto, are
and shall remain the exclusive property of Customer or its licensors, (ii) Creative Services, and
Professional Services and all Intellectual Property Rights therein or relating thereto, are and
shall remain the exclusive property of Watts or its licensors. Without limiting the foregoing,
Watts shall own all right, title, and interest in and to any developments resulting from any work
performed to customize or optimize the Professional Services and Creative Services. Nothing in
this Agreement will confer on Customer or any Authorized User any right of ownership or
interest in the Subscription Services, any improvements thereto, or the Intellectual Property
Rights therein. Watts reserves all rights in the Subscription Service not expressly granted under
7.2. Feedback . Providing any suggestions, enhancement requests, recommendations, corrections or
other feedback (collectively, “ Feedback ”) is strictly voluntary. If Customer provides any
Feedback to Watts, orally or in writing, Customer hereby grant to Watts and its affiliates a
worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the
Subscription Service any feedback relating to the Subscription Services provided under this
7.3. Aggregate Data . In connection with the operation of the Subscription Service, Watts analyze the
use and effectiveness of online advertising content and related activities. Customer hereby
irrevocably agrees that Watts are authorized to collect, utilize, analyze, reproduce, modify,
create derivative works of, and otherwise exercise all rights in and to the Customer Materials
and any analytics, statistics or other data related to or derived from Customer Materials and/or
Customer’s use of the Subscription Service for Watts’s business purposes and supporting,
improving, and marketing the Subscription Service. Customer further irrevocably agrees that
Watts may further publish, share and otherwise distribute such data, provided that such data is
in aggregate and anonymous form (“ Aggregate Data ”). Customer acknowledges and agrees
that Watts will exclusively own all right, title, and interest in and to all Aggregate Data and
other analytics and output data generated or provided by Watts and/or the Subscription
8.1. Definition . By virtue of this Agreement, the parties may have access to each other’s
Confidential Information. “ Confidential Information ,” as used in this Agreement, means any
written, machine reproducible and/or visual materials that are clearly labeled as proprietary,
confidential, or with words of similar meaning, and all information that is orally or visually
disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its
disclosure or in a writing provided within thirty (30) days after disclosure, and any information
of any nature described in this Agreement as confidential. Vendor Confidential Information
includes, without limitation, the Third-Party Applications, and any Software whether in source
or executable code, documentation, nonpublic financial information, pricing, business plans,
techniques, methods, processes, and the results of any performance tests of the Subscription
DSP Platform or the Software. Watts Confidential Information includes, without limitation, the
Watts Content and any documentation, nonpublic financial information, pricing, business plans,
techniques, methods, processes, and Intellectual Property related to Watts Content. Customer
Content is the Confidential Information of Customer. The terms and conditions of this
Agreement shall be deemed the Confidential Information of both parties and neither party shall
disclose such information except to such party’s advisors, accountants, attorneys, investors
(and prospective investors), and prospective acquirers as have a reasonable need to know such
information, provided that any such third parties shall, before they may access such
information, either (a) execute a binding agreement to keep such information confidential or
(b) be subject to a professional obligation to maintain the confidentiality of such information.
8.2. Exclusions . Confidential Information shall not include information that: (a) is or becomes
publicly known through no act or omission of the receiving party; (b) was in the receiving
party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party
by a Third-Party without restriction on disclosure; or (d) is independently developed by the
receiving party, which independent development can be shown by written evidence.
8.3. Use and Nondisclosure . During the Term and for a period of five (5) years after expiration or
termination of this Agreement, neither party shall make the other’s Confidential Information
available to any Third-Party or use the other’s Confidential Information for any purposes other
than exercising its rights and performing its obligations under this Agreement. Each party shall
take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or
distributed by its employees or agents in violation of the terms of this Agreement, but in no
event will either party use less effort to protect the Confidential Information of the other party
than it uses to protect its own Confidential Information of like importance. Each party will
ensure that any agents or subcontractors that are permitted to access any of the other’s
Confidential Information are legally bound to comply with the obligations set forth herein.
Notwithstanding the foregoing, Confidential Information may be disclosed as required by any
governmental agency, provided that before disclosing such information the disclosing party
must provide the non-disclosing party with sufficient advance notice of the agency’s request for
the information to enable the non-disclosing party to exercise any rights it may have to
challenge or limit the agency’s authority to receive such Confidential.
9.1. Customer Warranties and Representations . Customer represents, warrants and covenants to
(a) Customer owns all right, title, and interest in, or otherwise has full right and authority to permit the
use of Customer Materials,
(b) to the best of Customer’s knowledge, the Customer Materials do not infringe the rights of any third
party, and uses of the Customer Materials as well as any Trademarks in connection with the
Deliverables does not and will not violate the rights of any third party,
(c) Customer shall comply with the terms and conditions of any licensing agreement which governs the
use of Third Party Materials, and
(d) Customer shall comply with all laws and regulations as they relate to the Subscription Services and
9.2. Warranty for Subscription Services . Watts warrants that the Subscription Services, Creative
Services, and Professional Services will meet the requirements set forth in the Order Forms
activated by this Agreement. Watts further represents warrants and covenants to Customer
that (i) except for Third Party Materials and Customer Materials, the Final Deliverables shall be
the original work of Designer and/or its independent contractors, (ii) in the event that the Final
Deliverables include the work of independent contractors commissioned for the Order Form by
Watts , Watts shall have secure agreements from such contractors granting all necessary rights,
title, and interest in and to the Final Deliverables sufficient for Watts to grant the intellectual
property rights provided in this Agreement, and (iii) to the best of Watts’s knowledge, the Final
Art provided by Watts and Watts’s subcontractors does not infringe the rights of any party, and
use of same in connection with the Order Form will not violate the rights of any third parties. In
the event Customer or third parties modify or otherwise use the Deliverables outside of the
scope or for any purpose not identified in the Order Form or this Agreement or contrary to the
terms and conditions noted herein, all representations and warranties of Watts shall be void.
Watts’s sole obligation and Customer’s sole and exclusive remedy for any breach of the warranty set
forth in this Section 9.1 will be the specific remedies set forth in the Order Form.
9.3. Disclaimer . Customer assumes sole responsibility and liability for results obtained from the use
of the Subscription Services and for conclusions drawn from such use. Watts shall have no
liability for any claims, losses, or damage caused by errors or omissions in any information
provided to Watts by Customer in connection with the Subscription Services or any actions
taken by Watts at Customer’s direction. Watts shall have no liability for any claims, losses or
damages arising out of or in connection with Customer’s or any Authorized User’s use of any
third-party products, services, software or web sites that are accessed via links from within the
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 , WATTS MAKES NO WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE DSP
SERVICES, CREATIVE SERVICES, PROFESSIONAL SERVICES OR THE SUBSCRIPTION SERVICES.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 ,
WATTS DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE
OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. WATTS FURTHER DISCLAIMS
ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AS TO
MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR
PURPOSE, OR NON INFRINGEMENT. WATTS FURTHER DISCLAIM ANY AND ALL WARRANTIES
ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED FROM WATTS OR ELSEWHERE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN
CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT
10.1. Term . This Agreement shall commence on the Effective Date and shall continue until
terminated as provided in this Agreement (the “ Term ”).
10.2. Termination for Cause . Either party may terminate this Agreement upon written notice if the
other party materially breaches this Agreement and fails to correct the breach within thirty (30)
days following written notice specifying the breach; provided that the cure period for any
default with respect to payment shall be five (5) business days.
10.3. Termination for Insolvency . Subject to Title 11 of the United States Code, if Customer or Watts
becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its
liquidation, insolvency, or for the appointment of a receiver or similar officer for it, or makes an
assignment for the benefit of any creditor, then Watts may terminate this Agreement upon
thirty (30) days’ written notice.
10.4. Termination for Convenience . Either party may terminate this Agreement immediately upon
written notice to the other Party at any time an Order Form is not then in effect.
10.5. Rights and Obligations Upon Expiration or Termination . Upon expiration or termination of this
Agreement, Customer’s and Authorized Users’ right to access and use the Subscription Services
shall immediately terminate, Customer and its Authorized Users shall immediately cease all use
of the Subscription Services, and each party shall return and make no further use of any
Confidential Information, materials, or other items (and all copies thereof) belonging to the
other parties. Vendors may destroy or otherwise dispose of any Customer Materials in its
possession unless Vendor receives, no later than ten (10) days after the effective date of the
expiration or termination of this Agreement, a written request for the delivery to Customer of
the then-most recent back-up of the Customer Materials. Vendors will use reasonable efforts
to deliver the back-up to Watts who will deliver the back-up to Customer within thirty (45) days
of its receipt of such a written request. Customer shall pay all reasonable expenses incurred by
Watts and Vendors in returning Customer Materials to Customer
11.1. General Law . This Agreement and all matters arising out of or relating to this Agreement shall
be governed by the laws of the State of Colorado, without regard to its conflict of law
provisions. Any legal action or proceeding relating to this Agreement shall be brought
exclusively in the state or federal courts located in the State of Colorado. Watts and Customer
hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in
any such legal action or proceeding.
11.2. Waiver . The waiver by either party of any default or breach of this Agreement shall not
constitute a waiver of any other or subsequent default or breach.
11.3. Promotion . Watts may identify the Customer as a Customer on Watts’s website and in
marketing materials for the duration of the Term. Customer will furnish Watts with a high-res
version of the Customer’s logo, in a format specified by Watts, to facilitate said promotion.
11.4. Notices . All notices, including notices of address change, required to be sent hereunder shall be
in writing and shall be sent (a) if to Watts, to the address set forth below and (b) if to Customer,
to the address set forth in the applicable Order Form. The notices shall be deemed to have
been given upon: (a) the date actually delivered in person; (b) the day after the date sent by
overnight courier; or (c) three (3) days following the date such notice was mailed by first class
mail. Notices may be confirmed by email or fax
Attn: Taylor Watters
7215 Brentford Drive
Colorado Springs, CO 80919
11.5. Severability Force Majeure . Neither party shall be liable for a failure or delay in the
performance of its obligations under this Agreement, except for the payment of money, in the
event that something happens beyond their control, such as: denial-of-service attacks, strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism,
governmental actions, labor conditions, earthquakes and material shortages (each a “ Force
Majeure Event ”). In the occurrence of a Force Majeure Event, the non-performing party will be
excused from further performance of obligations so long as they attempt to use commercially
reasonable efforts to resume performance
11.6. Compliance with Laws . Each party agrees to comply with all applicable laws and regulations
with respect to its activities hereunder, including, but not limited to, any export laws and
regulations of the United States.
11.7. Relationship Between the Parties . Nothing in this Agreement shall be construed to create a
partnership, joint venture or agency relationship between the parties. Neither party will have
the power to bind the other or to incur obligations on the other’s behalf without such other
party’s prior written consent.
11.8. Assignment/Successors . Neither party may assign or transfer this Agreement, in whole or in
part, without the other party’s written consent. In the event of a Change of Control of Watts, it
may Assign this Agreement. “ Change of Control ” means (a) a direct acquisition of any party’s
voting stock or assets through a single or series of transactions (b) the merger of any party with
11.9. Entire Agreement . This Agreement together with the Attachments constitute the complete and
exclusive Agreement between Watts and Customer. This complete Agreement supersedes and
previous Sales Proposals, Negotiations, Agreements, Representations, or Communications,
whether written or oral, and this Agreement may only be modified via written consent from a
duly authorized representative of each party.
WATTS AGENCY SERVICES TERMS AND CONDITIONS