Engagement Agreement Terms & Conditions

This policy was last modified March 22, 2024​

THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION ABOUT YOUR (“CLIENT”) RELATIONSHIP WITH LINEOUT MEDIA, LLC (“COMPANY”) (COLLECTIVELY, “PARTIES"). Any reference to “Agreement” refers collectively to the Engagement Agreement, containing both the Engagement Agreement Enrollment Form (“Enrollment”) and the Engagement Agreement Terms and Conditions (“Terms”). Terms are expressly incorporated into Enrollment. Company may amend Terms by posting a revised version on https://lineout.com/terms-and-conditions. Revisions take effect upon publication. By continuing to engage Company, Client agrees to be bound by the newest version of Agreement. IF CLIENT ACCEPTS AGREEMENT ON BEHALF OF AN ENTITY CLIENT REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO AGREEMENT AND CLIENT AGREES THAT THEY ARE BINDING BOTH THEMSELVES AND THAT ENTITY OR AGENCY TO AGREEMENT.

1. Conditions. Company is not obligated to provide Services until Client returns an executed copy of Enrollment, and, if applicable, until Company receives payment confirmation. Where payment is outstanding, Company may stop Services until full payment is made.

2. Scope. Services, compensation, and term will be made on a project-by-project basis, each separate project referred to as “Project”, via Company’s proposal (“Proposal”) and Enrollment executed by Client. Agreement scope is limited both (a) to the Project(s) described in Enrollment and Proposal and (b) by these Terms. In exchange for compensation detailed in Enrollment and Proposal, Client will receive access to Company’s time, knowledge, advice, and consultation regarding the limited matters identified in Enrollment and Proposal (“Services”), which may include providing strategic planning; data science services; social and/or traditional media management; public relations work; event, digital, experiential, and/or email marketing; digital analytics; brand development; video and/or photo production; connected TV services; paid digital advertising; marketing automation; conversion optimization; search engine optimization; website and/or app development/management; and consulting services. Each Project may involve different Services and each Project may be outlined in a separate Enrollment that Client must execute. Whether work falls within the scope of Services will be handled with common sense, mutual agreement/respect, and fairness. During Agreement Term, Client may request that Company perform additional Projects or services beyond the scope outlined in Proposal and Enrollment (“Out-Of-Scope Requests” for which Company may require Client to execute a separate written Enrollment or provide additional compensation. Company has final right to determine what work is included at Company’s sole discretion.

3. Duration and defaults. Enrollment and Proposal detail Agreement duration, renewal, and Effective Date. Should Enrollment and Proposal fail to detail duration, Agreement will remain effective for twelve (12) months from Effective Date. If Enrollment or Proposal does not contain an Effective Date, then Effective Date will be the first date upon which Company began providing Services, as determined by Company. Client is considered to have accepted and agreed to Agreement where Services have commenced by Company and any payments have been made, even if Enrollment is not signed.

4. Compensation. Client agrees to compensate Company for all services. Each Project may have different fee structures, outlining Company’s compensation, provided by Company in its Proposal and Enrollment (“Compensation”). Payments are non-refundable. Until fees are paid, Company reserves the right to withhold work product. Hourly rates may be modified. Client may view Company’s hourly rates in Enrollment, Proposal, or on Company’s Rate Sheet (upon request).

5. Payment Method. Client agrees to pay via Company’s payment processor pursuant to Enrollment.

5.1. Chargebacks prohibited. Client waives any right it may have to request a chargeback through Client’s credit card company, banking institution, or any authorized representative for Services or any amount paid to Company. Client will be responsible for and will indemnify Company for all chargebacks initiated by Client, or Client’s partners, affiliates, representatives, or associated individuals (which includes, but is not limited to the individual owners of an associated entity that hired Company). If Company is harmed by Client’s chargeback, including Company suffering any financial loss (including, but not limited to, the claw back of funds from bank accounts causing a negative impact on Company’s regular business operation, etc.) or expending time to respond or otherwise object to Client’s chargeback, or if Client advances a fraudulent chargeback against Company, Client agrees to pay Company the higher amount of either (i) three (3) times the amount of Client’s unauthorized chargeback or (ii) a $30,000.01 penalty. Client will also be responsible for any of Company’s time spent fighting the chargeback plus Company attorney’s hourly rate, which starts at $575.00 an hour, and any associated fees of expenses spent pursuing the chargeback.

6. Billing, reports, work estimates, and late fees. The initial invoice will match the terms in Enrollment and Proposal. Company uses variable billing cycles. Client shall timely pay by sending immediately available U.S. Dollars to account designated by Company according to the due date on Company’s invoice and Agreement using the approved method of payment Client selected on Enrollment. Company reserves the right to request payment of fees, expenses, or disbursements in advance, when necessary, and to adjust invoice or report frequency. Company shall have the right to immediately terminate Agreement by providing seven (7) days written notice if Client fails to pay an obligation.

6.1. Late fees. Failure to timely remit payment may result in late payment penalties including, but not limited to, 3% of the invoice total applied to the late invoice.

6.2. Estimates. Company may agree to an estimate before starting Services (see Project’s Proposal). Company will in good faith do what it reasonably can to meet estimated budget, time spends, and deadlines. Estimates are not fixed fees. Estimates are dependent on the overall time spent rendering Services. Estimates assume Company has timely access to necessary information and personnel required to complete Services. Company will notify Client if a Project seems likely to exceed estimate. If Company is required or requested to work over the allotted time indicated in Enrollment or Proposal, Client agrees to remit full payment at Company’s hourly rate as compensation for all work performed.

6.3. Fee disputes. Unless otherwise agreed in writing, invoices for fees, expenses, and disbursements incurred for Services will be rendered along with invoices for Services. Client may also fill out the Credit Card Pre-Authorization and Charge Authorization Agreement (“Transaction Authorization”) for fees, expenses, and disbursements to be directly paid or passed onto Client. Client must raise by providing written Notice, any questions, comments, or disputes on invoices within five (5) days of invoice issuance.

7. Additional costs. In addition to the fees agreed to in Enrollment and Proposal, Company may incur additional costs. Company will make a concentrated effort to warn Client of any additional charges like reproduction costs, transportation, hotel costs, consultants’ fees, and expenses owed on third-party agreements that Company is not a party to. Client agrees to reimburse Company for reasonable costs or expenses incurred and reasonably flowing from Company’s provision of Services.

7.1. Tax obligations. Quoted charges and fees under Agreement do not include taxes or other government charges. Client acknowledges and agrees to pay all such obligations to Company.

7.2 Other resources. Company may utilize other resources at hourly rates different from the blended rate or other approved rates detailed in Proposal. These alternative rates may be found on Proposal and Rate Sheet (provided upon request). Company shall notify Client before employing such resources, but if Client does not respond timely (within two (2) business days), putting the Project at risk, Company will employ resources necessary to complete Project in Client’s best interest.

8. Company personnel. Client is engaging LINEOUT MEDIA, LLC as an entity and not Mr. Zachary Pinder, or his staff, individually. Company reserves the right to determine which staff members will be allocated to assist with the provision of Services to Client. As and when necessary, Company may draw upon the talent and knowledge of partners, contractors, consultants, or other parties (which may include personnel outside of Company, freelancers, or independent contractors, etc.) to be selected at Company’s sole discretion and without approval or notice to Client to assist in providing Services to Client.

9. Limitation of liability. Client uses Services at its own risk. Services are a tool and supplement for additional work and effort that will be required by Client to achieve desired outcomes. Client releases Company, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, instructors, guides, staff, program participants, and related entities, as well as the venue where any Company-led events or programs are being held (if applicable), and any of its owners, executives, agents, or staff of and from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from Client’s participation in Services. Client accepts any risks, foreseeable or unforeseeable. Client agrees that the Company will not be held liable for any damages of any kind resulting or arising from including but not limited to direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Services or inability to provide the Services, even if Company has been advised of the possibility of such damages. Company makes no warranties, express, implied, or statutory in Agreement or any other communication. Company specifically disclaims any warranty of merchantability or fitness for any particular purpose. Company assumes no responsibility for errors or omissions in any materials (images, photos, videos, quotations, captions, reviews, or copies of material, portfolios, briefs, pitch-decks, or the like) produced, developed, or acquired, by or at the direction of Company (“Materials”). Client is solely responsible for ensuring all Materials prepared under Agreement comply with applicable law.

10. Regulatory compliance. Company is a U.S.-based entity. Company’s Clients may or may not be headquartered, domiciled, residing in, or otherwise citizens of the U.S. Company does not agree to provide services specific to or otherwise compliant with rules and laws outside the U.S. Regulatory compliance is specifically excluded from Services. Company does not guarantee or promise that Services, Projects, deliverables, or any resulting work product will comply with legal or regulatory requirements. Company is not responsible for testing, auditing, or ensuring services rendered, including Materials, are compliant with the Americans with Disabilities Act (“ADA”), Web Content Accessibility Guidelines (“WCAG”), or any other currently accepted accessibility standards. For example, Client—not Company—agrees to and is solely responsible for ensuring the final published work product (e.g., social media content, flyers, websites, etc.) does not violate ADA law or infringe intellectual property laws. Client—not Company—must ensure copyright permissions, rights of use, accuracy, etc. Company is not a law firm and will not provide legal advice or recommendations to help Client comply with any laws or regulations. Client’s use and functionality of content determines which laws or regulations Client is subject to. Client alone is responsible for making decisions about how and what steps are necessary to ensure regulatory and legal compliance. Client bears full responsibility for complying with rules, regulations, and responsibilities imposed by jurisdictions both within and outside the U.S. and acknowledges that noncompliance with laws and regulations may result in fines, additional fees, or other consequences. Client accepts all liability for any damage, failure, or loss incurred resulting from the failure to ensure regulatory or legal compliance of Materials or Services. Client agrees to defend and indemnify Company against any such damages or penalties.

11. Client responsibilities, representations, and warranties. Under Agreement, Client assumes the following responsibilities and makes the following representations, warranties, acknowledgments, and consents.

11.1. Complete and truthful disclosure. Client will update Company with Client’s contact information (e.g., Client’s and Client’s representatives’ email addresses, physical address, telephone number, etc.). Parties will participate and cooperate in providing Services, maintain open and professional communication, and remain truthful. Client shall provide all information Company deems necessary to render the Services, including access to Client’s Google accounts, website development software, and other programs (“Required Materials”). If Client at any time reverses Company’s access to Required Materials, Company shall have the right to immediately terminate Agreement and Company shall have earned all amounts paid and outstanding.

11.2. Client availability and response time. Client will timely respond to Company’s requests for Required Materials, and Client’s personnel will be made available. If Client does not cooperate, the quality of Services may suffer, Company may feel constrained to terminate Agreement, and Services may be delayed beyond the timeframe set out in Proposal or Enrollment. Client takes full responsibility for any unfinished work resulting from Client’s failure to respond or untimely response.

11.3. Use of materials. Client represents that Client has full lawful power and authority to provide and use all materials provided to Company, and that such use of the materials provided by Client does/will not violate the rights of or create liability to any third party. Client represents that all materials provided to Company does not contain any matter that is false, offensive, deceptive, or defamatory or which may cause injury or result in damage to Company or any third party.

11.4. Capacity. Client is of sound mind, has the capacity and authority to enter into Agreement, and has authority to bind the individual or entity identified as an essential party to Agreement.

11.5. Ethicality, lawful business, and no fraudulent activity. Client, its owner(s), representatives, and affiliated individuals or entities are engaged in lawful business and personal pursuits and are not now (nor will they be during the pendency of this engagement) intentionally engaged in any fraudulent activity, including, but not limited to, infringement of a third party’s intellectual property rights, money laundering, unfair trade practices, Ponzi schemes, financial crimes, or any other dishonest or deceptive activities or schemes. Client, its owner(s), representatives, and affiliates are pursuing business interests and partnerships ethically and morally, such that Company will bear no responsibility for any issues whatsoever arising out of Client’s omissions or misdealing with Client’s business relationships (e.g., investors, business partners, etc.).

11.6 Non-encumbered currency. Client warrants that its payments to Company are of a currency that rightfully belongs to Client, has not been illicitly gained, or is not otherwise encumbered.

11.7. Indemnity after deceit, negligence, or failure to disclose. Should Client’s deceit, failure to fully disclose pertinent information to Company, or other willfully negligent or deceptive activities cause Company to be harmed in any way, Client—through its business or other applicable insurance coverage, company assets, or in Client’s individual capacity—will indemnify and hold Company harmless for any harm or exposure whatsoever Company may endure.

11.8. Company’s use of Materials. Client consents to Company’s capture of the name, photos, images, likeness, or videos of Client or its representatives/owners at events, business-related events, or in any other professional context. Client understands that Company may use, reuse, and distribute all Materials without any additional consent or compensation to Client for use as marketing, in portfolios, in case studies, and other commercial and non-commercial purposes. Client authorizes Company to reference Client and services performed within Company’s promotional and advertising materials. Client grants Company permission to upload Materials on social media or the internet, which includes, but is not limited to, Facebook, Twitter, Instagram, LinkedIn, and Company’s website. Should Client provide Company a review, Client authorizes Company to copy, transfer, and distribute Client’s review in other mediums and publications. Client can revoke Client’s consent in this Section, by emailing Company at info@lineout.com.

11.9. Duty to read. Client acknowledges Client’s duty to read the terms of Agreement and is precluded from using lack of reading as a defense against all remedies contained herein.

12. Termination. Company is committed to providing a positive experience. Either Party may, any time at its sole discretion, terminate Agreement, and limit, pause, or terminate Client’s participation in Services or Company-led programs if Party becomes disruptive, fails to follow Company guidelines, is difficult to work with, violates Agreement, or without cause, under the termination procedures in Enrollment. Termination has no on effect Client’s liability to pay outstanding amounts. Client will compensate Company for time spent providing Client closing documentation. Company is not obligated to offer refund or payment forgiveness in case of termination.

13. Intellectual property rights. Company’s Services may produce intellectual property, including without limitation, know-how, show-how or rights therein, any patent, copyright, trade secret, derivative, trademark, or other proprietary rights contained within Materials (“IP”). All IP specifically created or obtained pursuant to the Services undertaken by Company for Client (“IP From Services”) will automatically transfer to Client if Client is in good standing with respect to all payments due Company. Client acknowledges Client is not authorized to resell, sublicense, or use any such resources to compete with Company, or to otherwise assist any third party to compete with Company. Provision of Services does not automatically entitle Client to “work made for hire” as defined in 17 U.S.C. § 101 rights.

13.2. Presentation Concepts and Materials. Client understands and agrees that all ideas, concepts, strategies, trademarks, Materials, and Proposals that Company presents to Client prior to the acceptance of Agreement (the “Presentation Concepts”) are being presented solely to allow Client to determine whether Client wishes to engage Company’s services. Client understands and agrees that the Presentation Concepts are, and will, remain Company’s property regardless of whether the physical embodiment of the creative work is in Client’s possession in the form of copy, artwork, etc. If Client ultimately decides that Client would like to use the Presentation Concepts in any manner, regardless of whether Client engages Company’s services, Parties will negotiate in good faith and enter into a separate agreement setting forth the terms of use or exploitation of such Presentation Concepts, including the amount of Company’s compensation.

13.3. Materials outside the scope of Services. Company may, directly or by implication, by estoppel or otherwise, grant Client any rights or licenses in any of Company’s intellectual or tangible property outside of the scope of Services provided by Company but is not required to.

13.4. Technical information. Client agrees that Company may collect and use technical information gathered as part of the Services for the purposes of improving and promoting its services.

13.5. Company’s right of use. Client grants Company the right, but not the obligation, to use Materials created for Client for commercial use or otherwise. If Client’s pre-existing materials are contained within the Services or deliverables Company provides Client, Client retains ownership of such preexisting materials and grants Company a revocable license to use preexisting materials and derivative works only as necessary to use materials created for Client. Should Client wish to revoke the consent in this Section, Client must email Company this revocation at info@lineout.com.

13.6. Parties’ have no right to use each other’s IP. Parties and Parties’ representatives have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any “Retained IP”, including but not limited to, Parties’ trademarks, service marks, trade names, trade names, logos, symbols, brand names, Parties’ policies and procedures, Parties’ product or pricing lists, Parties’ client or lead generation lists, and any non-public internal documents shared with other Party, without explicit written consent of Party to which Retained IP belongs.

14. Disclaimers and disclosures. The following disclosures are made by Company to Client.

14.1. No guarantees. Company provides no guarantees or warranties in the disposition or outcome of Services. Company’s comments about deliverable status or conditions are only opinions. Company is not obligated to ensure third-party information is accurate and assumes no responsibility for acts, errors, or omissions of any third parties. Company is not an agent, employee, representative, or other functionary member of any third party to whom Client may be introduced.

14.2. Company does not provide specialized advice. Company is not and does not hold itself out to be an expert capable of advising or otherwise holding any of the following titles: employee, agent, lawyer, doctor, manager, therapist, public relations, business manager, registered dietician, registered nurse, broker, financial analyst, or psychotherapist. Company only provides marketing-related services in line with what would be expected of a creative agency and in conformity with the limited scope and terms of Agreement. Company does not owe Client any fiduciary duties.

14.3. Privacy and disclosures for mutual or related parties. Some Clients may have multiple authorized representatives. All owners are bound by Agreement. All individuals associated with Client acknowledge that there is no expectation of privacy from each other concerning Services.

14.4. Privacy and digital security disclosure. Company may store Client’s files on a variety of digital platforms, including third-party cloud-based servers (not limited to Microsoft One Drive, Google Drive, etc.). Parties may provide access to a private and encrypted account within their online filesharing platform to communicate, share documents, and reports that are needed and/or created by Company. Access granted is private to the Party to which it is given but may be shared with anyone in that Party’s business that requires access. Although Parties will make good faith efforts to ensure hardware, servers, recordings, transcriptions, notes, and software are secure, there remains a risk that a Party’s confidential or private information may be disclosed though an unanticipated data breach. Disclosing Party indemnifies Receiving Party from liability for any resulting damages. Client consents to Company’s use of such software, storage services, that meetings may be recorded, and to any associated risks.

14.5. Third-party providers and security. Company is committed to maintaining the confidentiality and security of Client information, maintaining internal policies, procedures, and safeguards. Client consents to Company’s work with and subsequent disclosure of Client data to third-party providers. Company uses reasonable security measures to protect data. However internal rules for data protection and security measures may not be observed by other persons or institutions beyond Company’s control. Company has no technical influence to avoid security breaches and shall not be liable for them.

15. Independent contractor. Company is an independent contractor of Client. Nothing will be construed to make Company a partner, joint venturer, or make Company liable for the obligations, acts or activities of Client or Client’s businesses or ventures. Neither Company nor Company’s employees or contract personnel are, or shall be deemed, employees of Client or Client’s affiliated entities. Company has the right to perform services for third parties and is not required to devote Services full-time to Client. Company has the right to hire or use its own qualified contractors and/or employees to perform Services.

16. Non-disclosure and non-disparagement. Neither Party will make or induce others to make any negative, critical, or adverse remarks, whether written or oral, concerning each other or any of the other Party’s affiliated entities, principals, agents, officers, owners, directors, employees, other members, its publications, products, or services except if testifying truthfully under oath pursuant to a lawful court order or subpoena.

17. Confidentiality and proprietary materials. Each Party shall maintain in confidence all non-public documents and information that other Party provides, including, without limitation all commercially sensitive non-public information such as techniques, drawings, inventions, know-how, show-how, software, information relating to current, future and/or proposed products and services (including the pricing of goods and services offered by Company), financial information, customer and/or member lists, marketing methods, financial and accounting information, compensation methods and structures, business practices, independent contractors and vendors, strategies, processes, policies and procedures, forms, checklists, templates, tools, pricing and costs (collectively, the “Confidential Information”). Confidential Information constitutes each Party’s valuable trade secrets, disclosure of which to unauthorized third parties will cause damage to the Party to whom the Confidential Information pertains (“Disclosing Party”) and its business. Confidential Information does not, however, include any information: (i) that can be seen by the public on a Disclosing Party’s public website, (ii) that at the time of disclosure is within the public domain, (iii) is discovered by a Party receiving the Confidential Information (“Receiving Party”) independently of any disclosure by the Disclosing Party, or (iv) is obtained from a third party who has a legal right to possess and lawfully disclose such information. Receiving Party agrees to keep Disclosing Party’s Confidential Information in confidence and shall not disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information or use the Confidential Information of the Disclosing Party for any purpose other than to exercise its rights or fulfill its obligations under Agreement unless forced by government order, statute or regulation to be disclosed to any federal or state agency, court, or other body. Company can make limited disclosures of Confidential Information only as such disclosure is warranted to advance Client’s interests justifiably. This Section survives termination of Agreement for any reason. Confidential Information does not include the mere existence of a business relationship between Parties for Company’s publicity or marketing purposes. Company may disclose for publicity, promotional, and marketing purposes Company’s relationship with Client and for this purpose is granted to use Company’s name and business logo. Permission to Company to use Client’s name and logo can be withdrawn by emailing info@lineout.com. This Section should not be construed to hinder the full force and effect of Sec. 11.8.

18. Ownership interest in Materials. Materials are the sole and exclusive property of Company until Client pays all associated fees and costs. Materials that Client refuses to pay for shall remain Company’s property. Upon payment, Company shall grant Client full ownership of Materials.

18.1. Third-party licenses. Company may license materials from third parties to provide Services. Ownership of licensed materials remains with the licensor at the conclusion of the license term. Client remains responsible for satisfying any future obligations associated with such third-party licenses.

19. Non-solicitation and non-circumvention. During Agreement, including any extensions, renewals and/or continuations, and (b) for a period of two (2) years thereafter ((a) and/or (b) being the “Restricted Period”), Client agrees that neither Client, nor any other person or entity over which Client exercises direct or indirect control, in full or in part, including Client’s officers, directors, agents, assigns, or any other related parties (“Related Person”), shall (a) directly or indirectly solicit for employment, actually hire, or accept business from any of the employees/contractors/staff of Company (“Personnel”), customers, or suppliers of Company, who at any time during the Restricted Period, had a material business relationship with Company without Company’s written consent; (b) compete with, or assist/advise another to compete with Company in the United States and/or Canada by providing ongoing creative consulting, and/or marketing services which may be reasonably confused with or substituted for Company’s services and which will lead to, or has resulted in, the direct or collateral use and/or disclosure of Company’s Confidential Information and/or IP; and/or (c) divert, attempt to divert, or intentionally interfere with the relationship of Company and any Personnel, customers, or suppliers of Company. Client agrees, for itself and for Related Persons, that it will not, whether directly or indirectly, circumvent Company in any such way causing Company to not earn any type of tangible or intangible benefit otherwise due to Company hereunder. In the event of any such circumvention, Client must pay three (3) times the benefit which Company would have otherwise received. Client agrees that this provision is fair and reasonable under the circumstances. This provision does not preclude Client from working directly with advertising platforms. Notwithstanding the above, Client may work directly with vendors introduced to Client by Company provided Client has obtained Company’s prior written consent. In the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions above are unreasonable, then it is the intention of Parties that such restrictions be fully enforced which the court deems reasonable, and Agreement shall be reformed.

20. Indemnification and adverse actions. Client agrees to indemnify, defend, and hold harmless Company and Company’s owners, members, directors, officers, past and present employees, agents, affiliated companies, assigns, and successors (“Released Parties”) from any and all liabilities, claims, damages, and actions, including court costs and attorney fees, which Company may incur, suffer, become liable for, or which may be asserted or claimed against Company as a result (i) of any willful misconduct, negligent acts, deceptive practices, misrepresentations, fraudulent acts, intentional omissions or criminal activity of Client or any of Client’s employees, agents or representatives or (ii) of Client’s failure to meet its contractual obligations to Company. Client agrees to release, indemnify, defend and hold harmless Company and Released Parties from any claims, losses, and injuries, whether physical, emotional, financial, or otherwise (i) that Client may sustain during the provision of Services or at or as a result of Company events, and/or (ii) that may be asserted by third parties against Company arising out of Client’s acts, and/or (iii) arising out of Client following Company’s advice or using Company’s Materials, or any portion thereof, that infringes upon or violates any proprietary rights of any third party, including but not limited to patent, copyright, and trade secret rights, whether caused in whole or in part by the Released Parties, and even if such injuries result from the negligence of the Released Parties, to the full extent permitted by law. Company agrees to promptly notify Client in writing of any indemnified claim. Company may but is not obligated to participate in any such indemnified claim through counsel of its choice at its own expense. Client’s obligation to defend, indemnify and hold harmless Company shall survive Agreement expiration or termination. No settlement of an indemnified claim may be finalized nor any consent to the entry of a judgment against Company without Company’s prior written consent. If Client, its representative, or affiliates are served with lawsuit relating to their marketing, the subject of a government investigation or enforcement action like tax-related charges, or the subject of a criminal investigation, Client must notify Company in writing within five (5) business days.

21. Notices. Company may give notice to Client by means of, either (i) a general notice to Client’s account (deemed given upon posting), (ii) e-mail (deemed given upon electronic delivery), or (iii) mail (deemed given upon the expiration of seventy-two (72) hours after mailing). Client shall give notice to Company by email to info@lineout.com. Notices are effective only if they satisfy these requirements.

22. Dispute resolution. In the event of a dispute, Parties agree first to make a good faith effort to resolve the dispute through in-person or digital negotiation at a mutually agreeable venue to take place within fourteen (14) business days of either Party’s written request for negotiation. Following negotiation, if the dispute remains unresolved, either Party involved may request mediation. Party requesting mediation shall submit such a request in writing (either electronic or physical) to the other Party. Responding Party shall have fourteen (14) business days in which to agree to mediation. Failure to respond by the close of business on the fourteenth (14) business day shall permit requesting Party to proceed with all available remedies under the Law. Upon acceptance of the mediation request, Parties shall each submit a list of three (3) proposed mediators, with mediation to be set not more than thirty (30) days from the date of acceptance unless Parties mutually agree to an extension in writing. Mediation costs shall be divided equally between Parties. If Client files a lawsuit without first requesting mediation in accordance with the above, said Client shall not be entitled to recover any costs or attorney’s fees in said action. If Parties’ efforts to resolve the dispute fails and Parties proceed to litigation, prevailing Party will be entitled to recover all fees and costs incurred pursuant to Sec. 26.

23. Jurisdiction, forum selection, and venue. Parties shall be bound by U.S. law and held accountable in the U.S. judicial system, which includes U.S. courts or forums for alternative dispute resolution. This provision shall survive termination. No action, regardless of form, arising hereunder, may be instituted by either Party more than two (2) years from the date the last payment was made or due to Company, whichever date is later. Agreement will be interpreted, construed, and enforced by the laws of Florida without regard to its principles on conflicts of laws. Any disputes, controversies, or claims arising out of Agreement will be submitted to the appropriate Florida court to a mutually agreed-upon alternative dispute resolution service provider. Appropriate venue for such disputes will be Miami-Dade County, Florida.

24. Limitation of remedies and liability. Company shall not be liable to Client, or any party claiming through Client, punitive or consequential damages or expenses of any type.

25. Attorneys’ fees. If either Party files suit to enforce its rights, then prevailing Party shall be entitled to collect all costs of such suit, including reasonable attorneys’ fees and court costs incurred at all tribunal levels, including, without limitation, appeals and bankruptcy. A Party shall be deemed to have prevailed if: (i) it initiated the litigation or counterclaim and substantially obtained the relief it sought, either through a judgment or losing Party’s voluntary action before arbitration (after it is scheduled), trial, or judgment (except in the case of formal settlement, the terms of which shall control); (ii) the other Party withdraws its action without substantially obtaining the relief it sought; or (iii) it did not initiate the litigation or counterclaim and the judgment is entered for either Party, but without substantially granting the relief sought by other Party.

26. Injunctive relief. In addition to any other remedy available at law or in equity, Parties consent to entry of a temporary restraining order, injunction, order, or action of any judicial authority, without the necessity of posting a bond, to enforce confidentiality provisions.

27. Binding effect. Agreement is binding upon, will inure to the benefit of, and will be enforceable by and against Parties and their respective heirs, legal representatives, successors, and permitted assigns.

28. Remedies cumulative. All rights, powers, privileges, and remedies conferred upon any Party are cumulative with those given by law.

29. Further assurances. Parties shall execute, deliver, acknowledge, or supply further documents, instruments, and assurances as necessary to carry out the full intent and purposes of Agreement.

30. Modification. No other agreement, communication, or promise made on or before the Effective Date is binding; and, unless otherwise explicitly agreed/amended, Agreement replaces any previous agreements between Parties and shall apply to any future engagements. Amendment or modification must be in writing.

31. Construction. Headings are for convenience only, do not constitute a part of Agreement, and shall not be deemed to limit or affect any provisions. Any pronoun or defined term will be deemed to include both the singular and plural, as context requires. Each Party has had access to legal counsel in connection with Agreement’s negotiation, documentation, and execution.

32. Waiver. Failure of Company to insist on strict compliance will not be deemed a waiver of such terms or of any similar right. No term or condition shall be deemed waived except explicitly by written instrument of the Party charged. Each waiver shall operate only as to the specific term or condition waived.

33. Counterparts. Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.

34. Severability. If any provision is unenforceable, invalid, or illegal, such portion shall be considered severed, and Agreement shall otherwise continue in full force and effect and be otherwise unaffected. Invalid or unenforceable provisions shall be deemed amended as to render them enforceable as nearly as possible to Parties’ original intentions.

35. Bankruptcy. Agreement shall be terminated immediately in the event of the filing of bankruptcy by a Party, insolvency of a Party, or appointment of a receiver of a Party. Parties shall retain all rights at law and equity to pursue recovery for damages and all rights and obligations with respect to confidentiality, intellectual property, proprietary rights, and payment obligations that survive expiration or termination.

36. Survival. Termination shall not affect Parties’ accrued rights or liabilities and applicable terms.

37. Force majeure. Company and its officer, agents, and Personnel will not be liable for delay or failure in performance due to acts beyond Company’s control, including, but not limited to, failures or delay in transportation, communications, utilities, traffic, or banking; governmental shutdowns; pandemics; epidemics; riots; acts of God; acts of the common enemy; hurricanes; earthquakes; floods; fires; storms; or other unexpected acts of nature. Company’s performance in such circumstances will be suspended for the period of delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from Agreement. Company will be excused from performing the severed terms based on frustration. Company bears no responsibility for suspension, severance, or other delay resulting from the types of unexpected acts detailed herein.

38. No third-party beneficiaries. Agreement is for the sole benefit of Parties and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to anyone else any legal or equitable rights.

Contact Us

If you have any questions about these Terms & Conditions, please email us at info@lineout.com or write to us at the following address:

Lineout Media, LLC
78 SW 7th Street
Suite 500
Miami, Florida 33130