TNTMD Marketing and Design Terms and Conditions

These Terms and Conditions ("Terms"), together with the terms set forth in any Order Form, constitute a legally binding and enforceable Service Agreement ("Agreement") between the Customer whose signature appears on the Order Form and TNT Marketing and Design, a California corporation ("TNTMD"). These Terms shall be deemed incorporated by reference into the Order Form; provided, that if any provision of the Order Form conflicts with any provision of these Terms, the provision of the Order Form shall prevail.

1. BILLING
A. TNTMD shall invoice Client for all media costs where possible in advance of TNTMD's payment date to allow for prepayment by the Client so that Client may receive the benefit of any available prepayment or similar discount. For any media purchase or service for which TNTMD is not entitled to a commission, TNTMD shall ensure that the charges to Client are net of all agency commissions and discounts.

B. Charges for production materials and services shall be billed by TNTMD upon completion of the production job or, if cash discounts are available, upon receipt of the supplier's invoice.

C. On all outside purchases other than for media, TNTMD shall attach to the invoice proof of the supplier's charges.

D. All cash discounts on TNTMD's purchases including, but not limited to, media, art, printing and mechanical work, shall be available to Advertiser, provided that Client meets TNTMD's requisite billing terms and there is no outstanding indebtedness of Client to TNTMD at the time of the payment to the supplier

E. Rate or billing adjustments shall be credited or charged to Client on the next following regular invoice date or as soon as otherwise practical.

F. Invoices shall be submitted in an itemized format and shall be paid by Client within thirty (30) days of the invoice date.

2. CONFIDENTIALITY

TNT MD and Client both acknowledge that they will have access to certain information that the other regards as personal and/or confidential, including but not limited to information relating to the other’s business plans, customer lists, software, testing or sampling data, reports, personnel records, marketing plans, electronic data, passwords, login scripts, advertising materials and strategy, web designs, business records and projections, and other propriety information. It is agreed that said information will be treated as “Confidential” by both parties to this Agreement, held in strictest confidence and not disclosed to third parties unless written permission is obtained from the party whose confidential information is sought to be disclosed. Said obligation of non-disclosure is to be impressed upon the employees, officers and agents of each party and made a condition of the respective employees continued employment.

It is also expressly understood by Client, however, that, by virtue of the nature of the work it does, TNT MD may have used substantially similar designs or employed substantially similar techniques for other clients. Client expressly acknowledges and agrees that it does not, by virtue of this “Confidentiality” clause expect or intend that TNT MD not be allowed to employ such designs or techniques in the future. Rather,Client expects TNT MD to simply guard and hold close information, data and other information unique to Client.

 Further, Client agrees not to release information to third parties about any of TNT MD’ designs or techniques, nor use such designs, techniques or methodology for its own purposes in the future for other projects not covered by this agreement, acknowledging that such activity would constitute plagiarism, copyright infringement and/or theft of trade secrets.

 For the purpose of this Agreement, information is understood to not be “Confidential” if it is generally known or equally available to be accessed in the public domain; if it was disclosed to one of the parties hereto by a third party; if it was obtained through independent sources or if it was previously known to the disclosing party before learning it from a party to this Agreement.

 3. COLLATERAL LEGAL CONSIDERATIONS
Client acknowledges and understands that TNT MD will have no control over the content of material that may pass through Client’s website(s). It is the Client’s sole and exclusive responsibility to control the content of information which may pass through its website(s) to ensure full compliance with all applicable state and federal laws and regulations which relate to the transmission of information over the Internet.

 4. LIMITATION OF LIABILITY
Client specifically agrees that the maximum liability of TNT MD to client will, under no circumstances exceed the total amount client has paid to TNT MD pursuant to this agreement.  In addition, TNT MD will not be responsible for any business interruption, loss of revenue, or loss of profits by client.  Further, TNT MD will not be responsible for any loss of data or technology suffered by client unless such loss is shown to have been caused by willful or malicious acts by employees or agents of TNT MD.  Neither client nor TNT MD shall be liable to the other for delays in performance caused by circumstances beyond their respective control.  Please see TERMS OF USE for

 5. ARBITRATION
Any claim or controversy arising out of or relating to this Agreement, or breach thereof, will be determined and settled by arbitration in San Diego County, according to the California Arbitration Statutes ( California Code of Civil Procedure Section 1280 et seq.) in effect at the time. An award of arbitration may be confirmed in a court of competent jurisdiction.

 6. ATTORNEY’S FEES, LITIGATION LOCATION, & LEGAL EXPENSE
In the event either party to this Agreement finds it necessary to institute litigation only after arbitration to enforce any of the provisions of this agreement, the prevailing party will be entitled to recover its legal expenses, including reasonable attorney’s fees. Client agrees that all litigation, lawsuits and legal maters will be governed in San Diego County courts.

 7. NO AGENCY CREATED OR INTENDED
Nothing in this document or the recitals herein is intended to create any sort of agency between the parties. Neither party may bind the other party to any agreement for any purpose. The relationship between the parties is not to be construed as a partnership or joint venture, either de jure or de facto. TNT MD is simply functioning as an independent contractor to Client and not as an employee

8. INTELLECTUAL PROPERTY RIGHTS & SITE CREDITS

While neither party to this contract will acquire any intellectual property rights or acquire any ownership in the other party’s intellectual property. While TNT MD will generally not disclose any client name or website design parameters to third parties, as part of an advertising campaign, TNT MD reserves the right to discuss Client’s website rankings, traffic, growth and success with traditional advertising and search marketing with other potential clients.

9. OWNERSHIP AND USE
A.. TNTMD shall insure, to the fullest extent possible under law, that Client shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by TNTMD or at TNTMD's direction for Client pursuant to this Agreement and utilized by Client.

B. Upon termination, Client agrees that any advertising, merchandising, package, plan or idea prepared by TNTMD and submitted to Client (whether submitted separately or in conjunction with or as a part of other material) which Client has elected not to utilize, shall remain the property of TNTMD, unless Client has paid TNTMD for its services in preparing such item. Client agrees to return to TNTMD any copy, artwork, plates or other physical embodiment of such creative work relating to any such idea or plan which may be in Client's possession at termination or expiration of this Agreement.

 C. Materials and advertisements created by TNTMD pursuant to this Agreement may be used by Client outside the United States without additional compensation, provided that Client shall be responsible for any additional expense associated with such use, such as charges for translation and amounts due talent.

10. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Customer may not assign or sublicense this Agreement without the prior written consent of TNTMD. This Agreement and Order Form are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and Order Form. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever, it being agreed that the relationship of the parties is that of independent contractors.

All notices under this Agreement and Order Form will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement and Order Form shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer irrevocably submits to venue and jurisdiction in the federal and state courts in San Diego County, California for any dispute arising out of or related to this Agreement, and waives all objections to jurisdiction or venue of such courts and agrees not to commence nor prosecute any such dispute other than in such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. TNTMD may modify the terms and conditions of this Agreement by posting the revised terms and conditions to its website. Customer's continued participation in the Services following such changes signifies Customer's acceptance of such modification.

11. RIGHTS UPON TERMINATION
.A. Upon termination of the Agreement, TNTMD shall transfer, assign and make available to Client all property and materials in TNTMD's possession or subject to TNTMD's control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement

 B. Upon termination, TNTMD agrees to provide reasonable cooperation in arranging for the transfer or approval of third party's interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.

 12. DEFAULT
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

 13. NOTICES
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

Effective October 01, 2010