Termination for Cause

In the event either party materially fails to perform or comply with any provision of this Agreement, and fails to remedy such default within thirty (30) days following receipt of written notice of such default from the non-defaulting party, then the non-defaulting party will have the right, at its sole option and upon written notice to the defaulting party, to terminate this Agreement without prejudice to any other remedies the non-defaulting party may have, whether at law or in equity. Notwithstanding the foregoing, should at any time the fees due to Softline remain unpaid for more than thirty (30) days past the due date, Softline shall have the right to suspend providing all services to Client until all fees are brought current are due and paid in full or to terminate the Agreement, at Softline’s option.

Obligations after Termination. Each party will immediately cease all reproduction and use of the other party’s trademarks and Confidential Information, and return or destroy the other party’s Confidential Information, at the other party’s discretion, within five (5) days after the termination of this Agreement. Additionally, Client shall remit any outstanding fees to Softline within five (5) days after termination of this Agreement. Any payment due within thirty (30) days of termination shall be due and payable in full and shall not be prorated.

Other Terms 

Representations and Warranties. Each party represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement and perform the acts of it required hereunder and (b) when executed and delivered this Agreement will constitute the legal, valid and binding obligation of the party enforceable against it in accordance with its terms. Client further represents and warrants that Client owns all right, title and interest in and/or has the right to license and/or provide Softline with all Client Materials (“Client Materials”), and that Client’s provision and Softline’s use of such Client Materials does not and shall not infringe upon in the intellectual property or proprietary rights of any third party. Softline expressly disclaims any warranties or guarantees with regard to any revenue, profits, Client’s Website traffic, rankings, prospective/new customer or sales Client may or may not receive in connection with this Agreement.

Ownership Client shall retain all right, title and interest in Client Materials. Softline shall retain all right, title and interest in any and all Softline intellectual property, and in content created by or on behalf of Softline for Client if clients fail to make payment based on the initial agreement set forth.

Indemnity Client, at its own expense, will indemnify, defend and hold harmless Softline, its parent and its subsidiaries, and its and their directors, officers, shareholders, members, employees, representatives and agents, vendors, affiliates, suppliers and contractors (each, an “Indemnified Party”) from and against any and all claims, actions, damages, liabilities, losses, costs or expenses (including reasonable attorneys’ fees and court costs) arising from any third party claim brought against an Indemnified Party (a) alleging that any Client Materials infringe upon the intellectual property or proprietary rights of a third party; (b) resulting from a breach of Client’s representations, warranties and covenants hereunder, and (c) Client performance or non-performance of Client’s business.

Paid Search Terms (PPC). Softline shall conduct the following activities: 

a. Subject to Client’s activities in 2.4 below, Softline shall perform an initial business assessment to determine the appropriate PPC activities to undertake for Client.

b. Softline will create ads as necessary to increase Click Through Rate and conversions. All ads shall be subject to Client’s prior review and approval.

c. Softline will report any major fluctuations in ad placement and cost for specific keywords to Client so that Client may consider altering the budget or price for the keywords. PPC advertising providers and search engines are not under Softline’s control, and keywords bid on can change ad placement and/or cost at any time. Softline shall not be responsible or liable for any ad placement or cost changes by PPC advertising providers. Further, Softline shall not be, and Client shall solely be, responsible and liable for intellectual property infringement claims for ads, keywords and/or phrases chosen and approved by Client and used by Softline in providing PPC services or on the Client’s Website.

Client’s Responsibilities. Client agrees to the following:

a. The agreed upon daily PPC budget is agreed upon in a separate document that is signed prior to Softline launching campaigns on any paid search platforms. Client acknowledges and agrees that the actual amount spent on any given day may exceed the daily budget up to twenty percent (20%), but the total budget may not be exceeded without Client’s prior written approval.

b. Client shall promptly provide information and assistance as requested by Softline so that Softline may adequately perform the initial business assessment and determine the appropriate PPC campaign.

c. Client shall promptly provide Softline with an initially targeted keyword list in order for Softline to initiate the keyword research and provide an estimate of the Cost Per Click (CPC). The initial keyword list will also be used to research additional keywords required to achieve optimal CPC, quality score, customer base and the market targeted by Client in order to achieve the overall internet marketing objective.

d. Client hereby grants Softline permission to use Client’s pictures, logos, trademarks, graphics, text, website images and content, and any other content or materials provided by Client (“Client Materials”) as Softline deems necessary or helpful for Softline’s PPC activities.

e. Clients understands and agrees that Softline cannot be held responsible for performance of PPC campaigns if the client is actively editing, manipulating, pausing, or making any other changes.

Limitation of Liability Except as expressly set forth in this agreement, Softline makes no warranties or guarantees, express or implied, concerning Softline’s services, and Softline expressly disclaims all implied warranties to the extent permitted by law, including, but not limited to, any implied warranty arising by statute or other law, from a course of dealing or usage of trade, implied warranties of merchantability, fitness for a particular purpose and non-infringement. Softline’s maximum liability will in no event exceed the aggregate amount actually paid by the client to Softline under this agreement. Softline will not be liable to client, whether in contract, warranty, tort (including negligence, product liability or strict liability), or otherwise for any indirect, incidental, special, exemplary, punitive or consequential damages arising out of Softline’s performance or non-performance of this agreement or the use of, inability to use or results of any website, content, materials or other items furnished under this agreement, even if Softline was advised of the possibility of such damages.

The operation of Web Sites. Each party will remain solely responsible for the operation of its own website, and each party acknowledges that (a) the website may be subject to temporary shutdowns due to causes beyond the operating party’s reasonable control and (b) subject to the specific terms of this Agreement, each party retains the sole right and control over and responsibility and liability for the programming, content and conduct of transactions and business over its website. 

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications, whether oral or written. It will not be modified except by a written agreement signed on behalf of the parties hereto. 

Confidential Information Each party will treat as confidential and shall not disclose (a) the trade secret and proprietary information of the other party; (b) the terms of this Agreement and the relationship between the parties; and (c) any and all information or materials disclosed to or otherwise acquired from the other party in the course of or as a result of its performance of its obligations under this Agreement, including, but not limited to, information or data relating to technology, products, services, business plans, fees, marketing plans or legal affairs of the other party (individually and collectively referred to as “Confidential Information”). These obligations will survive the termination of this Agreement for a period of o