These “Terms and conditions” cover Digital Services as further outlined below. (“Terms and Conditions”) apply for any purchase, use and agreement regarding digital marketing services.

1. Services: During the Term (as defined above), CREtech shall provide digital marketing services to the Client.

The Client is responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for the Client’s purposes. The Client shall bear sole responsibility for all decisions required to implement the measures identified in the course of the engagement. The Client will provide CREtech with the information and resources necessary for CREtech to provide the Services within a reasonable timeframe after CREtech’s request for the same.

2. Term: This Agreement commences as of the Effective Date defined above and becomes active once the associated Contract is executed by a qualified representative from the Client’s company. CREtech may suspend Services or terminate this Agreement if the Client breaches its obligations under this Agreement, including the Client’s failure to make payments when due and/or the Client failing to provide necessary digital or promotional assets to CREtech by the agreed upon due date(s).

3. Payments: CREtech will issue invoices to the Client on the agreed-upon payment schedule noted in the agreement above. CREtech reserves the right to withhold or suspend services if payment deadlines are not met.

4. Confidentiality: CREtech and the Client may disclose to one another certain confidential information including, but not limited to, financial information, product and business plans, financial projections, historical data and information, and marketing/competitive data (collectively, “Confidential Information”). Neither Party will disclose the other Party’s Confidential Information to any third party without the prior written consent of the other Party, nor will a Party make use of any of the other Party’s Confidential Information except in the performance of obligations or exercise of rights in connection with this Agreement. Each Party will use at least the same degree of care to avoid disclosure of the other Party’s Confidential Information as it uses with respect to its own Confidential Information, but in no event shall less than reasonable care be used. Each Party retains all rights and interest in and to its own Confidential Information.

Confidential Information does not include information: (a) generally available or known to the public other than through a breach of this Agreement by the recipient; (b) previously known to the recipient without any obligation of confidentiality; (c) independently developed by the recipient outside the scope of this Agreement without any use of the other party’s Confidential Information; (d) lawfully disclosed to the recipient by a third party under no obligation of confidentiality; or (e) disclosed pursuant to a valid court order or as required by a judicial court or tribunal of competent jurisdiction, provided, however, that to the extent legally permitted to do so, the recipient has provided the discloser with prompt notice of such order or other requirement.

5. Representations and Warranties: Each Party warrants and represents that it: (i) is financially capable of fulfilling all requirements of this Agreement; (ii) is a validly organized entity that has the authority to enter into this Agreement; (iii) is not prohibited by any loan, contract, financing arrangement, trade covenant, legal claim or similar restriction from entering into and performing its obligations under this Agreement; and (iv) shall at all times be in compliance with all applicable laws, rules and regulations.

CREtech shall perform the Services in a timely, professional manner and exercise its skill and judgment in accordance with the professional standards of its industry. CREtech makes no express guarantees other than the assurance that it will act in good faith and use commercially reasonable efforts to carry out the instructions provided by the Client consistent with this Agreement and applicable law, and CREtech disclaims all implied guarantees.

The Client shall be responsible for the accuracy, completeness and propriety of information that it provides to CREtech concerning the Client’s products, services, organization and industry, as well as its compliance with applicable law. The Client shall be responsible for reviewing all documents and other materials prepared by CREtech to confirm that all representations, direct or implied, are supported by objective data then possessed by the Client, and to confirm and approve the accuracy of the descriptions and depictions of Client and the products and services of Client and its industry.

6. Indemnification: The Client shall indemnify, defend (if requested), and hold harmless CREtech, its officers, directors, managers, owners, employees, affiliates and agents from and against all losses, damages, liabilities, claims, demands, lawsuits and expenses, including reasonable attorneys’ fees, brought by a third party, which CREtech may incur or be liable for arising out of or in connection with (a) the nature or use of Client’s products or services, including but not limited to any alleged or actual defects; (b) allegations that the Client’s activities or any material or information supplied by or on behalf of Client to CREtech infringes upon the copyright, trademark, trade secret, patent or other intellectual property and/or proprietary rights of any third party or violates a third party’s right of privacy or publicity or any other personal right, or that Client’s activities, material or information induce, promote or encourage the violation of or infringement upon the rights of any third party; (c) any breach of Client’s covenants, representations and/or warranties under this Agreement; (d) risks or restrictions that CREtech brings to Client’s attention where Client elects to proceed, or (e) Client’s gross negligence or willful misconduct.

The Client shall also reimburse CREtech for all time charges and expenses (including reasonable attorneys’ fees and expenses) incurred by CREtech in connection with any subpoena, discovery demand or other directive having the force of law, or any governmental inquiry served upon CREtech or any of its officers, directors, managers, owners, employees, affiliates and agents that arises out of any litigation, proceedings or investigations involving Client, its business or its industry.

CREtech shall indemnify, defend (provided CREtech is given sole control over the defense of a claim) and hold harmless the Client, its officers, directors, employees, affiliates and agents from and against all losses, damages, liabilities, claims, demands, lawsuits and expenses, including reasonable attorneys’ fees, brought by a third party, which Client may incur or be liable for arising out of or in connection with (a) any breach of CREtech’s covenants, representations and/or warranties under this Agreement, or (b) CREtech’s gross negligence or willful misconduct in connection with the Services, in each case except where such claims are subject to indemnification by the Client, as set forth above.

7. Limitation of Liability: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except for the Client’s payment obligations, each Party’s total aggregate liability for any claim of any kind arising as a result of or related to this Agreement, whether based on contract, warranty, or any other legal or equitable grounds, is limited to the amounts actually paid to CREtech by the Client for the particular project(s) which form(s) the basis of such claim.

8. Jurisdiction: This Agreement is made under and shall be construed and interpreted in accordance with, and governed by, the internal laws of the State of New Jersey without regard to its conflicts of laws principles. The United States District Court for the District of New Jersey shall have exclusive jurisdiction over any litigation arising out of this Agreement and the Parties agree to submit to the personal jurisdiction of such court and all appellate courts having jurisdiction thereover. To the extent the United States District Court for the District of New Jersey does not have jurisdiction over any litigation arising out of this Agreement, the Parties agree to submit any such claims to the personal jurisdiction of the courts of the State of New Jersey, located in Somerset County and to all appellate courts having jurisdiction thereover. EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF A PARTY WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF THE ENGAGEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THE PARTIES HEREUNDER.

9. Entire Agreement; Miscellaneous: This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties in connection with such subject matter. Except as otherwise agreed by the Parties in writing, nothing contained in this Agreement shall create any partnership or joint venture between the Parties and CREtech shall not be deemed to be the Client’s employee, agent, joint venture, or partner. The Client acknowledges that CREtech may from time to time use affiliated companies as well as independent consultants and/or subcontractors in the performance of its Services hereunder. Either Party may not assign this Agreement without the prior written consent of the other, and any such purported assignment shall be void. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by writing signed by both Parties. No waiver by either Party of any breach or default of any of the provisions contained in this Agreement shall be valid unless made in writing and signed by both Parties hereto. No waiver shall be construed as a waiver of any succeeding breach of the same or of any other provision hereof. If any provision of this Agreement is construed to be invalid, illegal or unenforceable, then the remaining provisions shall not be affected thereby and shall be enforceable without regard thereto. Except as otherwise provided for herein, no remedy conferred by any of the specific provisions of this Agreement or available to a Party is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either Party shall not constitute a waiver of the right to pursue other available remedies. Notwithstanding anything herein to the contrary, CREtech reserves the right, in its sole discretion, not to make any statements or disseminate any information or materials that it reasonably believes may be in violation of any law, rule or regulation or any third party’s rights. The Client agrees that CREtech shall have the right to use any and all non-confidential material after its publication to promote CREtech. The rights and obligations of the parties that by their terms and/or nature are intended to or expected to survive the termination or expiration of this Agreement and/or any SOW, as applicable, will so survive.

Each person signing this Agreement represents and warrants that they have the necessary authority to bind the principal set forth above.