Master Services Agreement

THIS MASTER SERVICES AGREEMENT (“MSA”), together with all Statements of Work executed hereunder (collectively, the “Agreement”) is entered by and between Belt Creative LLC (hereinafter, “BELT CREATIVE”) and you or your company (in either case, hereinafter “Client”), and sets forth the terms and conditions that govern Client’s use of BELT CREATIVE’S Services (as defined below). BELT CREATIVE and Client may also be individually referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, BELT CREATIVE is in the business of transmedia consulting, brand development, blended marketing/consumer consumption strategies, public relations, media production support services (including interactive/web/mobile application strategies, user experience design, information architecture), media production, copywriting, sales development, and studio/BELT CREATIVE support.

WHEREAS, Client desires to engage BELT CREATIVE to provide certain Services and BELT CREATIVE desires to provide the same.

WHEREAS, the Parties have agreed to the terms of the Statement(s) of Work incorporated by reference herein.

NOW, THEREFORE, for good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to be legally bound as follows:

1. SELECT DEFINITIONS

The Parties agree that, when used in capitalized form herein, the following terms shall have the following meanings unless they are otherwise defined in the MSA or Statement of Work:

1.1. Client Materials shall mean the client audio-visuals, client technology, client confidential information and all other information and content, disclosed and provided to BELT CREATIVE by Client for the purpose of performing the agreed upon Services.

1.2. Client Third-Party Materials shall mean web pages, graphics, photographs, audiovisuals, databases, programming source code, documentation, work processes, workflows, presentation content, and any other information and content, which Client has obtained from a third-party (independent of this Agreement), and which is then disclosed and provided to BELT CREATIVE, by Client, for the purpose of performing the Services.

1.3. BELT CREATIVE Materials shall mean any and all Services and the software, technology, graphics, text content, databases, proprietary code, functional documentation, presentations, and “any and all” audiovisuals in existence prior to the Agreement that is used by BELT CREATIVE for the purpose of performing the Services.

1.4. BELT CREATIVE Third-Party Materials shall mean web pages, mobile applications, software, graphics, video, text content, audiovisuals, databases, programming source code, functional documentation, presentations, and any other information and content, which BELT CREATIVE has obtained from a third-party (independent of this Agreement), and which is then disclosed in writing and provided to Client for the purpose of performing the Services.

1.5. Custom Developed Materials shall mean all materials created by BELT CREATIVE during the term of this Agreement on behalf of Client in furtherance of the marketing and/or development, and other Services deliverables that have been provided to Client, and paid for by Client, naturally extending to development drafts, drawings, diagrams, notes, and communications behind the development of such materials. Custom Developed Materials shall not include any Client Materials, Client Third-Party Materials, BELT CREATIVE Materials, BELT CREATIVE Third-Party Materials, or any third-party software incorporated into the Custom Developed Materials.

1.6. Retained Components shall mean all materials in existence prior to the Agreement that BELT CREATIVE will retain full ownership, rights, and interest to. Pre-existing materials shall include intellectual property that has not been developed for Client under any Agreement or any applicable Statement of Work, including, without limitation, all software (object and source code), scripts, generic modules, designs, graphics, databases, interfaces, copy, artwork, other content, and any items (collectively, the “Retained Components”).

1.7. Services shall be defined as all services and any associated deliverables which BELT CREATIVE provides to Client pursuant to a Statement of Work.

1.8. Technology shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, or engineering information; and (iii) patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, wireframes, workflows, use cases, matrices, processes, procedures, programs, codes, scripts, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter, articles of manufacture, computer software, software libraries, documentation, databases, database designs, data models, screen displays, images, graphics, audiovisual works and sound recordings, whether tangible or intangible, and whether stored, compiled, or memorialized, without limitation, physically, electronically, graphically, photographically, or in writing. In recognition of the broad and comprehensive nature of BELT CREATIVE’s offering and the vast, ever-changing technologies across the media spectrum, Technology will inherently apply and extend all attributes common to the format and include the following channels: film, video, broadcast, desktop interactive (web), mobile development (tablet, and smartphone), video, multi-channel video distribution, printed publications, and all forms of technical documentation.

1.9. Statement of Work or “SOW” shall be defined as any executed SOW, which will set forth all details regarding the specific projects, deliverables, change orders, or Services to be provided as part of this Agreement. Each SOW is a material part of the Agreement between the Parties and incorporated by reference herein.

2. SCOPE OF SERVICES

2.1. Services. BELT CREATIVE shall provide and perform ongoing digital marketing, web design, development, SEO, PPC, social media, and other specified services (the "Services") on a continuous basis as outlined in each SOW. This Agreement is intended for sustained engagements, supporting Client’s long-term objectives through recurring deliverables and strategic management rather than one-time project completions.

2.2. Statements of Work. Each Statement of Work will define the specific Services provided on an ongoing basis. Each SOW shall specify:

2.2.1. Description of ongoing services, key recurring deliverables, and measurable objectives, with timelines suited to ongoing service delivery.

2.2.2. Period of project duration, expected date(s) of completion (by phase/milestone or entire project) or delivery of deliverables, and/or other performance timetable;

2.2.3. If applicable, designated means of performance, including identification of any particular roles or individuals required to participate in the project;

2.2.4. Resources required from Client for performance of the project, such as access to particular information, systems, or environments, involvement of specific personnel, and so forth;

2.2.5. If applicable, acceptance criteria and testing period, permissible reasons for rejection and Client’s duty to remedy the same;

2.2.6. Fees owed to BELT CREATIVE for the Services, along with method of computation (e.g., fixed fee or hourly rate) and timing/conditions of payment (e.g., milestone-based);

2.2.7. Description and estimated amounts of any significant reimbursable expenses expected to be incurred; and

2.2.8. Identification of the Client department responsible for overseeing the project and Client employee designated as project owner.

2.3. Governance. Each Statement of Work shall be assigned a number and will, upon execution by both of the Parties hereto, be incorporated into and become part of this Agreement. In the event of any conflict between this Agreement and any Statement of Work, the terms and conditions of the applicable Statement of Work shall control as to the specific deliverables and Services addressed in said Statement of Work, and this Agreement shall control as to all other matters.

2.4. Change Orders. If, prior to completion of the Services or delivery of the deliverables under a Statement of Work, Client seeks to make any changes to the Services, Client shall notify BELT CREATIVE in writing and BELT CREATIVE shall determine whether such changes can be made in a reasonable and feasible manner. Within ten (10) days of receiving notification of the desired changes from Client, BELT CREATIVE shall respond to Client with an estimate of the effect of the changes on the Fees associated with the project and the timing of performance and delivery of the Services. If Client agrees to the revised Fees and/or schedule, Client and BELT CREATIVE shall execute a written “Change Order” amending the Statement of Work. If Client does not agree to the revised Fees and/or Schedule, or if Client does not respond to BELT CREATIVE’s estimate within five (5) days of delivery thereof (or such longer time as agreed to in writing by the Parties), then the unmodified Statement of Work shall remain in full force and effect.

2.5. Client Cooperation. Client hereby acknowledges that successful performance by BELT CREATIVE of the Services shall require Client to cooperate with BELT CREATIVE in good faith and to provide information as may be requested by BELT CREATIVE from time to time. Client hereby agrees to provide such good faith cooperation and information.

3. PROPRIETARY RIGHTS

3.1. Work Product. Unless expressly stated otherwise in a Statement of Work, the performance of Services by BELT CREATIVE shall be considered specially ordered or commissioned by Client and all work product resulting therefrom shall be works made for hire authored by BELT CREATIVE under 17 U.S.C. § 101. All Services and work product produced or arising therefrom, including but not limited to any trade name, domain name, logo, trade dress, trademark (including any permutation or secondary mark), service mark, patent, copyright, trade secret, design, pattern, advertisement, marketing program, webpage, photograph, recording (audio or video), presentation and other right in intellectual property developed in the course of the performance of Services by BELT CREATIVE (collectively referred to in this paragraph as “Works”) shall be works made for hire. Client shall be the sole and exclusive owner of all rights of whatever nature, title and interest in such Works, in perpetuity and throughout the universe. To the extent that any Works are not works made for hire, BELT CREATIVE hereby assigns, conveys and transfers to Client all of its ownership, right, title, interest and copyright in such Works and Client shall have the irrevocable and perpetual right, throughout the universe, in any manner and in any media now known or hereafter devised to use and exploit and use the Works to such extent as Client desires without payment of additional compensation to BELT CREATIVE. BELT CREATIVE agrees to execute and deliver to Client such instruments of assignment as Client may from time-to-time request in order to affect the purposes of this paragraph.

3.2. BELT CREATIVE Intellectual Property. Notwithstanding the provisions of Section 3.1, Client shall have no rights to or interests in BELT CREATIVE’s Intellectual Property. “BELT CREATIVE’s Intellectual Property” shall consist of proprietary information of BELT CREATIVE including, without limitation, any materials, trademarks, methods, inventions, information, reports, practices, procedures, equipment, ideas, documentation, business plans, databases, platforms, software, or processes licensed to or developed or used by BELT CREATIVE for its general business and not developed specifically as part of the Services for Client. Client acknowledges and agrees that no title to BELT CREATIVE’s Intellectual Property is transferred to Client under this Agreement. All right, interest, title and full ownership rights to BELT CREATIVE’s Intellectual Property will remain the exclusive property of BELT CREATIVE and its licensors.

3.3. BELT CREATIVE Materials. BELT CREATIVE retains all right, title and interest in any materials which BELT CREATIVE provides or makes available to Client in connection with the performance of this Agreement (the “BELT CREATIVE Materials”).

3.4. Client Materials License. Client hereby grants to BELT CREATIVE a nonexclusive, limited, revocable license to reproduce, distribute, use and display the Client Materials solely for the purpose of performing its obligations under this Agreement and subject to the terms of this Agreement.

3.5. Retained Components. BELT CREATIVE shall retain all right, title and interest in the Retained Components. Notwithstanding the foregoing, BELT CREATIVE grants to Client a non-exclusive, non-transferable, royalty-free license to use, reproduce, publicly perform and display the Retained Components throughout the duration of the business relationship, and so long this Agreement remains in effect.

4. CONFIDENTIAL INFORMATION

4.1. Confidential Information. “Confidential Information” shall mean and include all of the proprietary, non-public information of either Party disclosed pursuant to or in furtherance of this Agreement including but not limited to the terms of this Agreement, each Party’s non-public marketing or promotional information, information relating to inventions, patent, trademark and copyright applications, improvements, know how, software, technical processes and formulas, source codes, designs, sales, costs and other unpublished financial information, product and business plans, business strategies, branding strategies, workshop content and format, methodologies, pricing, development project documents, proposals, estimates, statements of work, technical plans, design specifications, agreements, materials, processes, programs, names of and relationships with vendors, customer or client lists, licensee names, contractual arrangements, and other non-public or otherwise confidential, sensitive or proprietary information. Notwithstanding the foregoing, “Confidential Information” shall not include any information, that the recipient can demonstrate through its records (i) was in its knowledge or possession prior to disclosure by the discloser, (ii) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of recipient, or (iii) was disclosed to recipient by a third party with the right to make such a disclosure.

4.2. Duty of Nondisclosure. It is expected that, appurtenant to this Agreement, each Party to this may disclose certain Confidential Information to the other Party. Each Party shall refrain from using or exploiting any and all Confidential Information of the other Party for any purposes or activities other than those specifically authorized in this Agreement. Each Party represents and warrants that it will hold Confidential Information in confidence and protect Confidential Information to the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to disclose. Neither Party shall disclose or facilitate disclosure of Confidential Information of the other Party to anyone except its employees, independent contractors, or legal or tax advisors who are authorized according to this Agreement and who have a “need to know such information.” Each Party shall ensure that the employees, independent contractors, or legal or tax advisors to whom the Confidential Information is disclosed comply with their obligations under this Agreement with respect to the Confidential Information.

4.3. Survival. Each Party’s duty of confidentiality with respect to all Confidential Information it receives hereunder will survive termination of expiration of this Agreement and will be binding upon each Party’s successors and assigns. Upon termination or expiration of this Agreement, all Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or shall be certified as destroyed at the request of the disclosing Party.

5. FEES AND PAYMENT

5.1. Fees. The Fees for the Services shall be set forth in the Statement of Work. Unless otherwise specified in a Statement of Work, Client agrees to pay all Fees to BELT CREATIVE within three (3) days of receipt of an invoice from BELT CREATIVE for the same. Except as specifically stated herein, failure to pay any fee when due and payable shall constitute a material breach of this Agreement.

5.2. Method. Payment method shall be specified in the Statement of Work, though acceptable method extends include ACH Transfer, Wire Transfer, Interac, and all major credit cards, including but not limited to Visa, American Express, and MasterCard. Payments made via credit card and Interac shall be subject to an additional line-item fee equivalent to 3.5% of the transaction balance due, or as sufficient to cover charges of the merchant account and/or payment gateway.

5.3. Project Expenses. Client shall pay all reasonable direct costs, including (without limitation) internet-related registration costs, subscriptions, tuitions, permits, third party web app tools, postage, web hosting, shipping, telephone, insurance, legal fees, printing, image licensing, casting/recruiting, billing, travel, per diem, material and reproduction costs, and all other ancillary expenses required by Client in the fulfillment of its Services. BELT CREATIVE agrees to notify Client in writing of any and all expense items which have an estimated cost in excess of $10.00, prior to incurring such cost.

5.4. Past Due Payments. For all Fees not received by BELT CREATIVE on or before the day upon which such Fees are due shall thereafter be subject, in BELT CREATIVE’s sole discretion, to accrue interest at the rate of 1.5% of the outstanding amount per month, or at the maximum rate permitted by law, whichever is lower. BELT CREATIVE shall further have the right to suspend the performance of all Services, if any payment due and payable goes unpaid. BELT CREATIVE also reserves the right to submit any balance to collections which goes unpaid for ninety (90) days following the invoice date. In the event that BELT CREATIVE has to pursue an unpaid balance through collections or other legal action, Client will be responsible for all associated collection costs, including reasonable attorney’s fees.

5.5. Taxes. Client agrees to pay all value-added, foreign, federal, state, provincial, and local taxes, if applicable, associated with Client’s access to, use, or receipt of the Services, exclusive of any taxes on BELT CREATIVE’s income.

5.6. Last Month Deposit. Upon execution of this Agreement, Client shall remit a non-refundable last month’s payment deposit, equal to one month’s fee. This deposit will be held by BELT CREATIVE and applied exclusively to Services rendered in the final month of the Agreement’s term. This payment is non-refundable and will not be applied to any other costs, fees, or outstanding balances. The Last Month Deposit shall only be utilized for services in the final month of this Agreement or upon completion of the notice period as specified in Section 6.

6. TERM AND TERMINATION

6.1. Term. The term of this Agreement shall begin on the execution date of the first Statement of Work and, unless terminated pursuant to 6.2 below, shall remain in effect until the later of one (1) year or thirty (30) days after the expiration or termination of all Statements of Work hereunder.

6.2. Termination.

6.2.1. Termination Without Cause. Either Party may terminate the Agreement, any Statements of Work, or both, at any time, for no reason or for any reason, upon ninety (90) days' written notice to the other Party. Notice must dictate a date and time that all work should cease, and Client shall continue monthly payments until the termination date. The Last Month Deposit may only be applied to Services provided during the final month of the Agreement’s term as outlined in section 5.6.

6.2.2. Termination for Nonpayment. Following any failure to make timely payment by Client, BELT CREATIVE may suspend performance of the Services immediately and terminate this Agreement or any Statement of Work for material breach upon thirty (30) days prior written notice to Client and Client’s failure to cure the breach during the thirty (30) day notice period. If Client fails to cure the non-payment during the thirty (30) day notice period, BELT CREATIVE has the right to control any products BELT CREATIVE created for the Client, including but not limited to digital products in the form of websites, web apps, mobile apps, job boards, applications, and at its own discretion remove the Client’s access from such products. In addition to any other right BELT CREATIVE may have under this Agreement, Statement of Work, or at law, to recover its damages, BELT CREATIVE also has the right to seek injunctive relief for the purpose of removing or restraining deliverables, until payment is made in full. To the extent BELT CREATIVE pursues successful legal action, including collection efforts, against Client for non-payment; Client agrees to pay all fees, including legal fees and interest, incurred in that process.

6.2.4. Effect of Termination. Upon any termination or expiration of the Agreement, BELT CREATIVE shall have the right to immediately and permanently suspend the performance of all Services. Upon termination or expiration of the Agreement, Client will be obligated to make payment for all outstanding hours performed by BELT CREATIVE up to the time of such termination or expiration. Client will also be obligated to cover all project-related expenses incurred by BELT CREATIVE in its effort to provide the Services or deliverables up to the date of expiration or termination, as well as any overdue balances from previous invoices. For clarification all payments to BELT CREATIVE made prior to a termination are non-refundable, and all payments owned but not paid prior to termination shall remain due and owed.

6.2.5. Return of Materials. Upon termination of this Agreement, either Party may request in writing the immediate return of all of their respective Confidential Information. The requested Party will have not more than seven (7) calendar days to remedy such request.

6.3. Survival. The following terms and conditions shall survive any expiration or termination of this Agreement until such time as they are exhausted: Sections 3, 4, 5, 7-11.

7. REPRESENTATIONS AND WARRANTIES

7.1. By BELT CREATIVE

7.1.1. Authority. BELT CREATIVE represents and warrants that it has the authority to enter into this Agreement and the ability to perform its obligations hereunder.

7.1.2. Workmanship. All Services shall be performed by competent personnel with appropriate skills and experience in a professional and workmanlike manner and in accordance with the applicable Statement of Work, generally accepted industry standards, and all applicable law.

7.1.3. Non-Infringement. BELT CREATIVE further represents and warrants that: (a) the Services do not infringe the intellectual property rights of third parties; and (b) BELT CREATIVE owns, licenses and/or has the right to grant and extend any licenses provided hereunder.

7.2. By Client

7.2.1. Authority. Client represents and warrants that: (a) it is financially solvent and has the ability to perform its obligations hereunder; and (b) the person executing the Agreement is a duly authorized officer or representative of Client with the authority to enter into and bind Client to the terms and conditions of this Agreement.

7.2.2. Non-InfringEMENT. Client further represents and warrants that: (a) any content provided or uploaded by Client, Client Materials and Client Third Party Materials do not infringe the intellectual property rights of third parties; and (b) Client owns, licenses and/or has the right to grant and extend any licenses provided hereunder.

8. DISCLAIMERS

8.1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. USE AND RELIANCE ON THE SERVICES ARE AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BELT CREATIVE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM STATUTE, OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BELT CREATIVE EXPRESSLY DISCLAIMS THAT USE OF OR ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, FREE OF DEFECTS, OR FREE OF TECHNICAL PROBLEMS.

8.2. Warranty Period. During the term of this Agreement, BELT CREATIVE agrees to use commercially reasonable efforts to correct all non-conformities reported by Client leading up to final delivery and Client approval of deliverables. A reasonable period of time shall be afforded to BELT CREATIVE to investigate and remedy all non-conformities, as a matter of standard day-to-day business practice. If it is reasonably determined that any reported non-conformity was caused, directly or indirectly, by improper use or modification of a website, application or any other deliverable(s) by Client, its employees, agents, representatives, or other third parties, or that such non-conformity did not exist, BELT CREATIVE shall be entitled to payment from Client for its time spent investigating and/or resolving the reported non-conformity at BELT CREATIVE’s then-current hourly rate, plus reasonable and customary expenses incurred, all of which shall be due and payable upon receipt of BELT CREATIVE’s invoice, and prior to satisfaction of the Statement of Work’s completion.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO BELT CREATIVE UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 9.2 AND 9.3.

9.2. Indemnification by Client. Client agrees to indemnify, defend, and hold harmless BELT CREATIVE, its affiliates, officers, directors, employees, agents, and contractors (collectively, the “BELT CREATIVE Parties”) from and against any and all third-party claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or related to: (i) any third-party allegation that Client’s actions or omissions in connection with this Agreement violated applicable law or infringed any intellectual property or other rights of a third party; or (ii) Client’s material breach of this Agreement.

9.3. Indemnification by BELT CREATIVE. BELT CREATIVE agrees to indemnify, defend, and hold harmless Client, its affiliates, officers, directors, employees, agents, and contractors from and against any and all third-party Claims arising out of or related to: (i) any third-party allegation that BELT CREATIVE’s actions or omissions in connection with this Agreement violated applicable law or infringed any intellectual property or other rights of a third party; or (ii) BELT CREATIVE’s material breach of this Agreement.

9.4. Indemnification Procedure. The party seeking indemnification under this Section (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of any Claim for which indemnification is sought. The Indemnifying Party shall have sole control over the defense and settlement of the Claim, provided that it may not settle any Claim without the Indemnified Party’s prior written consent if such settlement would impose any liability or obligation on the Indemnified Party. The Indemnified Party shall provide reasonable cooperation at the Indemnifying Party’s expense.

9.5. Remedies Not Exclusive. The indemnification obligations under this Section 9 are in addition to any other rights or remedies available at law or in equity and shall not be subject to any monetary cap.

10. DISPUTE RESOLUTION

For all disputes arising out of or under this Agreement, arbitration is elective. Election to participate in arbitration by either Party is binding on all Parties. If a dispute arises and neither Party elects to arbitrate, the exclusive venue for any non-arbitration action arising out of or under this Agreement – including, without limitation, any motion to compel arbitration, any remedies in aid of arbitration, or any petitions for equitable relief – shall be the state and federal courts located in or nearest to Los Angeles, California. The Parties hereby waive any objection to the venue or personal jurisdiction of such courts.

10.1. Governing Law. This Agreement, including any Statements of Work, shall be treated as though this Agreement were executed and performed in Newark, Delaware and shall be governed and construed in accordance with the laws of Delaware without regard to conflict of law principles.

10.2. Clients Located in the United States & Canada

10.2.1. Arbitration. Clients located in the United States agree that any dispute, of any nature whatsoever, between Client and BELT CREATIVE arising out of or relating to this Agreement, including any Statements of Work, shall be decided by neutral, binding arbitration before a representative of JAMS. The Parties agree that the arbitration will take place over Zoom unless the Parties mutually agree to participate in person, in which case the arbitration will take place in Newark, Delaware. The arbitrator shall render an award in accordance with the substantive laws of California and JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS fee) to the prevailing party.

10.3. Clients Located in the EU

10.3.1. Arbitration. Clients located in the EU agree that any dispute, of any nature whatsoever, between Client and BELT CREATIVE arising out of or relating to this Agreement, including any Statements of Work, shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Greece. The language of the proceedings shall be English. Applicable rules of substantive law shall be Greece.

10.4. Clients Located in the MENA Region

10.4.1. Arbitration. Clients located in the MENA Region agree that any dispute, of any nature whatsoever, between Client and BELT CREATIVE arising out of or relating to this Agreement, including any Statements of Work, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.The seat of arbitration shall be Lebanon. The language of the proceedings shall be English. Applicable rules of substantive law shall be Lebanon.

10.5. Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees, litigation costs (including arbitration fees and court fees), and any other relief it may be awarded.

11. MISCELLANEOUS

11.1. Entire Understanding. This Agreement, along with all Insertion Orders and Statement of Works executed by the Parties pursuant to this Agreement, contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral. There are no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and no rights or duties on the part of either Party are to be implied or inferred beyond those expressly provided for.

11.2. Severance. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in the Agreement, if any invalid or unenforceable provision affects the consideration of either Party.

11.3. Modifications and Additions. No modifications or additions to the terms and conditions of this Agreement shall be binding unless in writing and signed by both Parties.

11.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may assign the terms or conditions of this Agreement to a third party, affiliated entity, or related division without the prior written consent of the other Party.

11.5. Notices. All notices provided in connection with this Agreement will be in writing and will be delivered by email or either (i) certified or registered mail, postage prepaid and return receipt requested or (ii) courier and will be deemed effective upon receipt by the authorized representative and the address the Parties may designate by written notice to each other.

11.6. Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any provision or right in that or any other instance.

11.7. Independent Contractors. The Parties hereto are independent contractors, and nothing herein should be construed to constitute the Parties as partners, joint ventures, agent and principal, or employer and employee. Nothing herein will give either Party any right or authority to bind the other, and neither Party will bind the other to any obligation to any third-party.

11.8. Assurances. Each Party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate to the best of their knowledge.

11.9. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God or any act beyond its reasonable control provided that such Party gives the other Party written notice thereof promptly upon discovery thereof and uses its best efforts to cure the delay.

11.10. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither party shall, without prior written consent, solicit for employment or engagement any employee or contractor of the other party that was directly involved in the performance of services under this Agreement and with whom the soliciting party had direct contact.

11.11. Testing, Acceptance and Rejection. Client hereby acknowledges and agrees that the use or registration of a BELT CREATIVE deliverable constitutes a condition through which quality and conformity to the details of the Statement of Work may be ascertained. If Client determines that BELT CREATIVE deliverables are not met to the specification of the Statement of Work, Client agrees to notify BELT CREATIVE in writing so that the deliverable may be remedied. If Client determines that BELT CREATIVE deliverables meet the specification of the Statement of Work, Client agrees to notify BELT CREATIVE so that the Statement of Work may be considered completed in whole. If Client fails to provide notice in either scenario within seven (7) days of release of deliverables for review by the Client, BELT CREATIVE will consider the Statement of Work completed and be entitled to any remaining payment by the Client.

11.12. Non-Exclusive. Nothing in this Agreement shall restrict BELT CREATIVE from performing work for other clients during the term of this Agreement whether or not such work is similar to the Services performed in respect to each other.