Pathos Communications Ltd – Terms of Service
The following terms and conditions (this “Agreement” or these “Terms and Conditions”) govern the contractual agreement between you, our client (“Client,” “you,” “your”), and Pathos Communications and its affiliated entities (“Pathos,” “we,” “us,” “our”) in relation to the access, rights and obligations in connection with your use of our Services. By using our Services, you hereby agree to this Agreement. Pathos may, in our sole discretion, amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time it is posted on our website.
1. Services
Pathos will provide you with public relations services, which include public relations writing and communications for public distribution through various channels and formats the details of which will be specified in a proposal, which you and Pathos will agree upon at the onset of the provision of the services (the “Services”). Once the Services are initiated, you will be obligated to perform all actions requested by us in order to perform the Services until the Services are completed.
2. Your Acknowledgements
As an inducement to provide the Services to you under this Agreement and without such inducement we would not be willing to provide the Services to you, you hereby acknowledge and agree to the following:
(i) After the Services are initiated, you agree that you cannot cancel this Agreement for any reason;
(ii) You will timely perform all acts required for the performance of the Services, including without limitation attending meetings, providing approvals and maintaining communication with Pathos at all times;
(iii) You agree that you will act in good faith, including without limitation refraining from rejecting any deliverables prepared in connection with the Services without a reasonable basis;
(iv) You agree that you will permit Pathos to use any suitable media outlet or other channel of communication to publish deliverables prepared in connection with the Services;
(v) You agree that you cannot require that Pathos to engage in any activity relating to matters outside of its direct control, as determined by Pathos in its sole discretion;
(vi) You agree that Pathos makes no warranty or guarantee that the Services will result in a favorable business outcome; and
(vii) You agree that if you do not comply with the foregoing, Pathos may terminate this Agreement “for cause” in its sole discretion.
3. License and Permitted Use
You hereby grant us and our affiliates a non-exclusive, royalty free, worldwide, sub-licensable license to use, duplicate, distribute, broadcast, perform, transmit, and display Your Materials, as defined below, (including, without limitation, any and all copyright, trademark, service marks, trade dress, and name, image, and likeness rights contained therein, the “IP Rights”), without limitations, in any tangible medium now known or later developed (as examples, and in no way limiting, including electronic and print format, website, new media, media, television, radio, and publications) in perpetuity. The term “Your Materials” means, without limitation, all documents, videos, photos, recordings, clips, data, information, biographies, press material, and any other material whatsoever that you deliver to us or is produced in connection with this Agreement, or are delivered to us at your direction, or on your behalf, in connection with this Agreement. In addition, you also grant us the same rights, under the aforementioned license, to license Your Materials (including, without limitation, the IP Rights) to third parties by any means whatsoever.
4. Payment Terms and Billing
After completion of the Services, we will issue you an invoice for the fees payable to us for rendering the Services (the “Fees”). Upon acceptance of this Agreement, you must provide us with a current, valid, accepted method of payment (“Payment Method”). By accepting this Agreement, you consent and authorize us to charge your Payment Method for any and all Fees, or otherwise you agree to pay Pathos within thirty (30) days of receipt of your invoice for Services (“Invoice”). This payment authorization remains in effect until you notify Pathos of cancellation. You consent to automatic payments, electronic debits, or credits. You agree and understand that any requested change to your billing must be made to Pathos in writing. Any unpaid Fees will accumulate interest on the unpaid balance at one and one-half percent (1.5%) per month, compounding interest, or otherwise at the highest interest rate allowed under the law, accruing from 30 days after the date of the Invoice. You agree that you may not discontinue the Services for any reason once the Services are initiated and that ALL SALES ARE FINAL. Payment of any Fees will not be refunded for any reason. Refusing any Services will not result in a refund or credit.
5. Dispute Resolution
By accepting this Agreement, you also agree to Pathos’ Arbitration Agreement and Dispute Resolution Policy, which are incorporated herein by reference, and are available on request. You agree that not communicating with Pathos, or not cooperating with the delivery of the services, for 14 days will automatically trigger this clause. Pathos may, at its sole discretion and as a good will gesture, choose to bypass the full Dispute Resolution Policy and waive 75% of fees potentially due, and invoice 25%.
6. Disclaimer of Warranties
You understand and agree that our Services are provided on an “as is” basis without any representations or warranties. We make no warranties regarding our Services, expressed or implied, and hereby disclaim and negate all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Without limiting the foregoing, Pathos does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Services. In no event shall Pathos, or its officers, members, managers, employees, and/or contractors, be liable for any damages arising out of our Services, even if Pathos has been notified orally or in writing of the possibility of such damage.
7. Representations and Warranties
You have the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against you in accordance with its terms and no provision requiring your performance is in conflict with its obligations under any charter or any other agreement (of whatever form or subject) to which you are a party or by which you are bound. If other than a sole proprietorship, you are duly organized, authorized and in good standing under all applicable laws and are duly authorized to do business in all areas in which your business makes such authorization necessary or required. You represent that the proposed relationship with Pathos has not, does not and will not breach any agreements with or duties to any other third-party. You will not disclose to Pathos or use on its behalf any confidential information belonging to others unless consented to in writing by such third-party. Without limitation, this Agreement will not cause you to be in violation of any of your obligations to any third-party nor will you perform hereunder so as to be in violation of them. You are prohibited from using third-party confidential information in performing hereunder and are prohibited from causing such information to be provided to Pathos.
8. Miscellaneous
(a) You acknowledge and agree that by providing your e-signature, or clicking on the button labelled “I ACCEPT” or such similar links as may be designated by Pathos to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH SERVICES OFFERED BY PATHOS. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
(b) You consent to receive emails, text messages, calls, or other forms of communication from Pathos for both promotional and service purposes. You acknowledge that providing consent is voluntary and that you can refuse to consent to communications without any negative consequences, but you also understand that service communications are essential to your engagement.
(c) You shall not assign, delegate, subcontract, license, franchise, bequeath, or in any manner attempt to extend to any third party any right or obligation under this Agreement except as otherwise permitted herein without the prior written consent of Paths; provided, however, that Pathos may assign this Agreement and its rights and obligations hereunder without restriction.
(d) All notices to either party shall be sent electronically to the email address(es) provided by each party to the other. Alternatively, such written notice will also be deemed given upon personal delivery, or on receipt or refusal if sent by first class certified or registered mail, postage prepaid, return receipt requested, or by a recognized private delivery service, to the addresses provided by the parties. Either party may change its address for purposes of notice on five (5) days’ notice to the other party in the manner aforesaid.
(e) Pathos may amend this Agreement at any time without prior notice.
(f) If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
(g) The failure of any party to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance.
(h) Neither Party shall be responsible for any failure to perform beyond its reasonable control, including, without limitation acts of God, national health emergency, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, or interruptions in telecommunications or internet services, third party vendors or network provider services.
(i) You agree to indemnify, defend, and save and hold harmless Pathos, including its respective directors, officers, employees, agents, and representatives (collectively the “Indemnified Parties” and each an “Indemnified Party”), and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all attorneys’ fees and costs) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority, throughout the world, in connection with or relating to the matters referred to in this Agreement, resulting from or relating directly or indirectly to your breach of this Agreement. The foregoing indemnity shall survive expiration or termination of this Agreement.
(j) Neither party shall be liable to the other party for: (1) any consequential, incidental, special or punitive damages (including, without limitation, lost revenue, lost profits or loss of data), even if advised of the possibility of such damages, or (2) acts of negligence unless it is also proven that the party was an intentional wrongdoer in accordance with the laws of England and Wales. Notwithstanding anything contained herein to the contrary, Pathos’ total liability to You under this agreement from all causes of action and under all theories of liability will be limited to a maximum of $10,000.
(k) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
(l) Nothing herein contained shall constitute a partnership or a joint venture between you and us. Pathos is performing its Services to you as an independent contractor and not as your agent or employee.