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The following Terms & Conditions, together with the signed PIC proposal (the “Proposal” and collectively, the "Agreement") set forth the terms under which PIC (“PIC”, “us”, or “we”) will provide Services (as defined below) to our customers (“Client”, “Company”, or “you”).

Term of Agreement. The Agreement begins upon your acceptance of the Proposal and shall remain in effect through the end date specified in the Proposal or, if no end date is specified in the Proposal, until all Services quoted in the Proposal have been provided (the “Term”).

Marketing and Brand Development Services. PIC will perform services for you in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services during the Term (the “Services”), as provided in the Proposal, which is incorporated herein by reference.

In accordance with the Proposal, PIC will provide you with the Managed Services and PIC Points you have purchased. During the Term, you may change the timing of delivery of Managed Services, reallocate PIC Points or purchase additional PIC Points or Managed Services, at any time.

During the Term, we will schedule meetings with you to agree on the work to be done, to allocate appropriate resources to perform the work, and to review work that is completed. We invest a significant amount of time in preparing for these meetings. Accordingly, we ask that you provide notice at least one business day in advance if you need to cancel a meeting. We understand that emergencies happen. If you cancel a meeting on the scheduled meeting date or simply do not show up for a meeting, PIC, after considering the circumstances surrounding the cancellation, has the discretion to charge a “Meeting Cancellation Fee” of one-half (½) of a PIC Point.

Approval of Materials. We will submit for your approval all elements of any print materials, digital ads or other content to be produced or placed by us, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (the “Materials”).

Work Product. During and following termination or expiration of the Term, including any extension, (a) you retain all right, title, and interest in and to the Materials created in the course of providing the Services, and (b) we, or the applicable third party, will retain all right, title, and interest in and to any website modules, systems, processes, protocols or other tools created by us or utilized in delivering the Services.

Intellectual Property. Any intellectual property provided by you to PIC will remain the sole property of you or your licensors, including (but not limited to) copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential Information, or trade secrets (“Client Intellectual Property”). We will have no right or license to use any Client Intellectual Property other than during the Term to the extent necessary to provide the Services.

Fees. Billing rates are valid for twelve (12) months or the duration of the Services set forth in the Proposal, whichever is shorter. We review and may increase our standard billing rates, the cost of PIC Points and other fees (“Fees”) periodically. If we increase our Fees during the then-applicable Term, we will continue to honor the Fees set forth in the Proposal for the duration of the Term, and any increase in Fees will be applicable on the extension or renewal of the Term, provided, however, that, if you request a material revision or modification to the Services during the Term, we may in our discretion, choose to apply any Fee increases. We will review any new or changed Fees with you at least thirty (30) days prior to new or changed Fee taking effect.

Unless otherwise provided in the Proposal, PIC will invoice Client quarterly, in advance for upcoming quarter's Fees. Unless agreed otherwise in the Proposal, you agree to pay PIC all invoiced amounts within fifteen (15) days after the date you receive the invoice from us. We may remove any Materials, stop providing the Services and immediately terminate this Agreement, if you are in default of your payment obligations. Amounts due hereunder by you do not include taxes or other government fees, the computation and payment of which (other than taxes on our income) is your responsibility.

Business Decisions. Our Services may include providing data analytics, reports and other business insights, and suggestions, advice, and recommendations based on those business insights. However, provision of the Services is not intended to be and you agree that (a) in providing the Services, we are not performing any management function or making any management decision for you or on your behalf, and that (b) any decision related to whether or how to use any data analytics, reports or other business insights, or whether to accept any suggestion, advice, or recommendations made by us in performing the Services, is made by you.

Disclosure to Third Parties. The Materials and information that we provide to you are for your internal business use and management reporting, and you agree not to represent otherwise. These Materials and information are not intended for use or to be relied upon by any third party. Should you decide to provide any Materials or information to any unrelated third party, you are responsible for any use of and reliance on the Materials and information.

Reliance on Data. You agree to cooperate with us in performing the Services and to provide or arrange to provide us with timely access to and use of the personnel, facilities, data, and information necessary for us to perform the Services. In addition, providing the Services may depend on your completion of certain tasks or adherence to schedules within your control.

Trademarks. PIC may create or develop trademarks for you, in the form of taglines, slogans, logos, designs, or product and brand names (collectively, the “Marks”). You are ultimately responsible for confirming availability and registering such Marks, regardless of whether, as part of the Services, we assist you in coordinating efforts to clear and register the Marks.

Marketing. As a Client, you grant us the right to use your company name, any trade name and any service marks in our marketing materials or other oral, electronic, or written promotions, which will include naming you as a client of PIC and a brief scope of services provided to you. Either party may elect to issue a press release related to this Agreement. In doing so, the party that wants to issue the release, (a) must get the written approval of the other party, such approval not to be unreasonably withheld, and (b) must give the other party a reasonable time to review the release.

Independent Contractor. The parties intend that an independent contractor relationship will be created by this Agreement. Nothing in this Agreement will be construed to create a joint venture, a partnership or an employee/employer relationship between the parties. Neither party has any authority to create any obligations on behalf of the other party or to bind the other party to any agreement with or obligation to any third party.

Confidentiality. All terms and conditions of this Agreement (and any confidential information provided by you to PIC or vice versa) during the Term must be kept confidential, unless the disclosure is required by law. Disclosing or using this information for any purpose beyond the scope of this Agreement is expressly forbidden without the prior, written consent of both parties. The parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect indefinitely.

Hiring or Working Directly with a PIC Professional Assigned to Work with Your Company. During the Term and for one year thereafter, you agree not to employ, retain, or otherwise receive services from, directly or indirectly, a PIC professional who is assigned to work with your Company in providing the Services, without first obtaining our written consent, which we may grant or deny, in our sole discretion.

Warranty & Limitations on Liability and Damages for Direct Claims. If you, a third party, or anybody claiming through or on your behalf, makes a claim against us, our employees and/or agents, you agree that the maximum liability PIC, our employees and/or agents will have for any claims, in any way relating to their relationship with you, is the amount of fees paid for the Services provided in the most recent twelve-month period. You agree that your payment for the Services is an acknowledgment that the Services were satisfactory to you. You further agree and understand that we make no warranty, of any nature, with respect to the Services provided.


Termination. Either of us may terminate this Agreement at any time for any reason upon written notice to the other party, not less than 30 days prior to the beginning of the next billing quarter. The effective date of the termination will be the last day of the then-current billing quarter. In the event of termination by you, for any reason, you are responsible for Fees through the end of the then-current billing quarter, including any used but unpaid PIC Points. We will refund to you any Fees paid in advance for Services to be provided after the effective date of the termination, including any paid but unused PIC Points. In addition, we will provide you with any Materials developed or prepared prior to the date of termination, but not yet delivered to you, to facilitate your transition to a new partner or in-house solution.

Execution of Agreement. This Agreement and any amendments thereto will be legally valid and effective upon acceptance of a Proposal, by physical or electronic signature.

Dispute Resolution; Mandatory Arbitration. All disputes that arise from or relate to this Agreement or the Services will be decided exclusively by confidential, binding, non-appealable arbitration, in accordance with the then-applicable rules of the American Arbitration Association.

Governing Law. This Agreement will be governed in all respects by, and construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to any rules governing conflicts of laws. With respect to any dispute between the parties relating to this Agreement or the Services that is held not subject to the mandatory arbitration provision immediately above, the parties consent to the exclusive jurisdiction over and venue in the state and federal courts located in Allegheny County, Pennsylvania.

Other. This Agreement reflects the entire understanding of the parties on the matters contained in this Agreement. All prior written and oral negotiations and agreements, and all contemporaneous oral negotiations and agreements, between the parties on the matters contained in this Agreement are expressly superseded by this Agreement.

Severability. In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the parties’ intention.

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