SAMIAmedia SERVICES AGREEMENT
Updated June 28, 2020
Please read this SAMIAmedia Services Agreement (“Terms”) carefully before using SAMIAmedia Services and Products.
This SAMIAmedia Services Agreement (the “Agreement”), effective as of SERVICE OR CAPTURE DATE (the “Effective Date”), is entered by and between SAMIAmedia, a GeoCV Service Provider, Matterport Service Provider, 3D, 360° Virtual Tour Service Provider, Media Content Creator, Photography Service Provider located in Puyallup, Washington (“Service Provider”), and you the Customer located in the State of Washington, (“Customer”, "Active Customer", “You”, “Your”, "Client").
1. DESCRIPTION OF SERVICES
1.1. Overview of Services: If requested, booked, ordered; Service Provider will provide to Customer the following services (collectively, the “Services”, “360° Services”, “Capture Services”, “3D Services”, “GeoCV Services”, “Matterport Services”, “Photography Services”, “Video Services” or “Additional Services”). To request, book, access and use the “Services” and products provided by SAMIAmedia, “You” must click “I Agree” or “Yes” where indicated in the SAMIAmedia user booking process.
(a) Capture Service Date and Capture: (1) Capture Service Date and Service Location are as requested and provided by Customer and accepted or rejected by Service Provider. (2) Service Provider will travel to the location provided by Customer to preform Services using a professional GeoCV camera system, Matterport Pro1 or Pro2 camera system, Occipital Structure Sensor or Sensor Array, 3D camera, 3D depth sensor camera, 360° camera, DSLR camera, Smart phone camera or combination thereof. for the purpose of creating a 3D “Space”, 360° “Space”, Virtual Tour, GeoCV “Space”, Matterport “Space”, Photography or Video Content for use by Customer.
(b) Customer’s Purpose: Customer’s purpose for the Service Provider services is to; sell or promote real estate, promote Customer’s business or to be used in Customer’s marketing campaign(s).
(c) Additional Services: Additional Services are, as described on SAMIAmedia’s website at: https://samiamedia.com
(d) Service and Product Quantities: Service and/or Product, quantities are as requested, booked or scheduled by Customer.
(e) Space or Spaces: A “Space” or “Spaces” are 3D and/or 360° Platform Provider’s 3D Virtual Tour, Virtual Tour, Model, 360° Images Virtual Tour, Matterport “Space” or GeoCV “Space”; captured and created by Service Provider at a location, property or physical address chosen by Customer and hosted by the respective Platform Provider.
(f) GeoCV 3D “Space”: A GeoCV “Space” is a 3D virtual tour or model hosted on the platform of GeoCV, Inc.(“GeoCV”) that includes the following features if ordered and if available from Platform Provider: Bird’s-eye View, 360° Walkthrough, Floor Plan View, Virtual Staging, Teaser Video, Single Property Website, White Labeling, Self- hosting, 3D model OBJ File Download, Offline Viewing, Password Protection, Property Description, Property Address, and Customer or Property Owner Contact Information. It can be shared using a URL or embed code.
(g) Matterport 3D “Space”: A Matterport “Space” is a 3D virtual tour or model hosted on the platform of Matterport, Inc. (“Matterport”) that includes the following features if ordered and if available from Platform Provider: Inside mode, Dollhouse mode, Virtual Reality (VR) mode, Floor Plan mode, Guided Tour mode, Property Description, Property Address, and Customer or Property Owner Contact Information. It can be shared using a URL or embed code.
(h) Photographs: Delivery to Customer of Photographs ARE NOT GUARANTEED UNDER THIS AGREEMENT AND HAVE NO WARRANTY. Photographs, if ordered are provided to Customer in digital format only and will be provided to Customer by email or a third-party digital repository. Photographs are captured using professional 3D cameras, 3D depth sensor cameras, 360° cameras, DSLR cameras or combination thereof. Service Provider will make reasonable efforts to shield camera equipment from reflective surfaces like mirrors, windows, glass, flat screens etc. Service Provider cannot control the quantity of reflective surfaces used at a service location so you may see the camera and/or equipment in some photographs. Any Photographs provided to Customer may contain slight image panel alignment anomalies, artifacts, white balance, color and exposure inconsistencies.
(i) Video: Delivery to Customer of Video Services ARE NOT GUARANTEED UNDER THIS AGREEMENT AND HAVE NO WARRANTY. Video Services, if ordered are provided to Customer in .mp4 file format only and will be provided to Customer by email, third-party digital repository or URL link.
1.2. Delivery: Delivery of Service or Services, (a) Service Provider will provide a minimum of one URL for a purchased “Space”. (b) Customer understands and agrees that a “Matterport” “Space” including associated Guided Tours and CoreVR Experience (if ordered), are hosted solely on Matterport’s platform and Customer will not receive any digital assets for Matterport “Space” or “Spaces”. (c) 2D and/or 3D Floor Plans (if ordered), will be provided by email or a third-party digital repository. (d) Service Provider will make all the foregoing Services and products purchased available to Customer within five business days after the date of the Capture Services provided full payment has been received.
1.3. Delivered Assets: Delivered assets not limited to photography, floor plans, video and other purchased asset services will be permanently deleted from Service Providers digital repository seven days after capture date. It is Customer’s responsibility to download and save such assets respectively.
1.4. Unbranded “Space”: If available from a Platform Provider, Customer can request that a “Space” contain hidden “presented by”, “contact details” and “external links”, for use by Customer in the Northwest Multiple Listing Service (“MLS”).
1.5. Hosting Term: Service Provider agrees to process and host the created “Space” or “Spaces” on an appropriate Platform Provider’s Platform for a period up to 3 months OR until the “Space”, Service Location or Real Estate Listing status has changed within the Northwest MLS from “Active” to Sold, Canceled, Expired, Rented, Sale Fail Release, Leased OR a Force Majeure Event (see section 9) following the completion of Capture Services (“Space” “Created Date”).
1.6. Completion of Hosting Term: After the completion of the Hosting Term and with or without notice to Customer, Service Provider will toggle the created “Space” on the respective Platform Provider’s Platform within the appropriate Service Provider’s Cloud Account(s) to “Private” or “Off” rendering it un-accessible and unviewable by the Customer and public. With or without notice to Customer, the Created “Space” will be subject to deletion from the appropriate Service Provider’s Cloud Account(s) OR repurposed by Service Provider for and not limited to, marketing and promotional purposes. (see section 3)
1.7. Capture Service Location Preparation: Customer is required to prepare the Service Location in advance of Capture Services, including without limitation: (a) Removing confidential or unwanted items. (b) Adjusting furniture and decor to desired positions. (c) Turn on interior lighting, lamps, countertop, cook top, accent and art illumination. (d) Informing the Service Provider of any rooms or areas that should be excluded from Capture Service. (e) Ensuring the Service Location is free of contractors, subcontractors, real estate brokers, photographers, drone pilots, persons, pets, or moving objects. (f) Ensure the service location is in a "Clean" and "Safe" condition. (g) Customer shall further ensure that Service Location is accessible upon the day of Capture Service for up to six hours. Customer or Customer’s representative shall be present at the Service Location at the time of the Capture Services to approve Service Provider’s interpretation of the Captures Services to be provided.
1.8. Non-prepared Service Location: Unless otherwise arranged, a Service Location that has not been properly prepared in Service Provider’s sole discretion (See 1.8), will be considered not ready for Capture Services and the date of Captures Service must be rescheduled or canceled. Service Provider shall not be responsible for the untidiness of or a non-prepared Service Location. (See 2.4)
1.9. Cooperation: Customer will cooperate in a reasonable and timely manner in connection with Service Provider’s performance of the Capture Services and provision of the “Services”.
1.10. Outdoor GeoCV, Matterport, 360° Image View Positions: Outdoor GeoCV, Matterport, 360° Image View Positions ARE NOT GUARANTEED UNDER THIS AGREEMENT AND HAVE NO WARRANTY and may not be included in the final “Space” or “Spaces”. Capturing Outdoor GeoCV, Matterport, 360° Image View Positions will be at the sole discretion of the Service Provider at time of and during the scheduled service appointment.
1.11. Authority: Customer acting on behalf of the property’s current or past owner(s), and current resident(s) affirms that Customer has the full and written authority granted by the current or past owner(s), and current resident(s) of the property or “Space”, to secure and use the Services provided by the Service Provider.
1.12. Service Location Access and Security: Customer is solely responsible for unlocking the property or “Space” prior to Capture Service and locking and/or securing the property during Capture Service and after the Capture Service has been completed.
1.13. Non-Service: At the sole discretion of the Service Provider at time of and during the scheduled Capture Service appointment, for any reason, terminate the Capture Service appointment and refuse Capture Services.
1.14. Handcrafted or Enhanced Showcase: Defined as a Matterport “Space” that has been overlaid with features provided to Service Provider by 3rd party Matterport SDK developer(s) and are part of the “Services”. Handcrafted or Enhanced Showcase(s) ARE NOT GUARANTEED UNDER THIS AGREEMENT AND HAVE NO WARRANTY.
1.15. Reflective Surfaces: Service Provider will make a reasonable effort to shield the camera and equipment from reflective surfaces. Service Provider is not responsible for the quantity and locations of reflective surfaces at the Service Location, therefor Customer may see the camera and equipment in reflective surfaces within a “Space” and/or Listing Photographs if provided.
1.16. Customer Provided Media: Defined as and not limited to; all media, logos, photos, video, music, audio, documents, .pdf or other digital files provided to Service Provider by Customer, and requested by Customer to be embed or incorporated within a “Space” or “Spaces” Handcrafted or Enhanced Showcase(s). Customer affirms that Customer has acquired all rights and licenses for Customer Provided Media to issue Service Provider any and all rights and licenses for Service Provider to embed or incorporate Customer Provided Media in a “Space” or “Spaces” or Handcrafted or Enhanced Showcase(s). (See 6. Indemnification)
1.17. Customer Branded Materials: Customer is solely responsible for hiding and/or removing any Customer branded signage, materials or other branded items at the Service Location that Customer does not want included in the final “Services” provided.
1.18. Active Customer and Non-customer Status: (a) Customer who has NOT requested Services for six (6) months from date of Customer’s last invoice, or (b) has not complied with any limited service requirements as it relates to the 2020 COVID-19 pandemic is considered a “Non-customer”. A non-customer may apply to receive Active Customer Status. Applying for Active Customer Status is NOT A GUARANTEED OF APPROVAL FOR ACTIVE CUSTOMER STATUS UNDER THIS AGREEMENT.
2. FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY
2.1. Fees: Customer agrees to pay Service Provider total fees of; as invoiced to Customer, for the “Services” and Capture Services requested or scheduled. Such fees will be itemized in a separate invoice or order document provided to Customer.
2.2. Discounts and Deposit: (a) To qualify and maintain customer discount if issued to Customer by Service Provider, Customer must complete the purchase of at a minimum one (1) “Space” every two (2) calendar months from Customer’s first “Space” or “Service” purchase. (b) Deposit; a deposit is not required for requested, booked or ordered “Service(s)” or written estimates under $1,000.00 United States Dollars.
2.3. Invoice and Payment of Balance Due: Prior to or following completion of the Capture Services, Customer shall pay Service Provider, via credit card or check, the remaining fees owed upon receipt of invoice. Customer shall make all payments in the following currency: United States Dollar. In the event that Customer fails to pay any amount when due, without limiting any other remedies available to Service Provider: (a) Customer will pay interest on the overdue amount at the lesser of 1% percent per month or the highest rate permitted under applicable law; and (b) Service Provider will have the right to suspend providing the “Services” to Customer until such overdue amount is received, by toggling the created “Space” on the Platform Provider Platform within the respective Service Provider’s Cloud Account(s) to “Private” or “Off” rendering the “Space” un-accessible and unviewable by the Customer and public. With or without notice to Customer, the Created “Space” will be subject to deletion or permanent deletion from the respective Platform Provider Platform within the appropriate Service Provider’s Cloud Account(s).
2.4. Cancellation and Rescheduling Policy: Except as otherwise expressly provided in this Agreement, all deposits are non-refundable. A minimum of 24-hour prior written, email or text notice will be required for Customer’s cancellation of this Agreement or rescheduling of the Capture Service date. If Customer cancels this Agreement with less than 24-hour notice prior to the agreed upon Capture Service date, Customer will be responsible for $50.00 cancellation fee. If Customer reschedules the Capture Service date with less than 24-hour notice prior to the agreed upon Capture Service date, Customer shall pay Service Provider a rescheduling fee of $50.00. The $50.00 rescheduling fee shall also apply if the Service Provider determines the Service Property is not adequately prepared in accordance with Sections 1.8 and 1.9. Service Provider shall provide any refund owed hereunder within thirty (30) days from the cancellation date.
2.5. Taxes: All amounts payable by Customer to Service Provider under this Agreement are exclusive of any sales, use, excise, import or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction, whether based on the provision of Capture Services or “Services”, or the payment of fees; provided, however, that Customer shall have no liability for income or franchise taxes of Service Provider.
3. PROPRIETARY RIGHTS AND LICENSES
3.1. Ownership: Service Provider and its licensors (if any) own all right, title and interest (including all associated intellectual property rights) in and to: (a) all “Spaces”, GeoCV “Spaces” or Matterport Services and any technology embodied therein; and (b) any and all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing. All rights in the foregoing not expressly granted to Customer are reserved by Service Provider and Service Provider’s licensors, and Customer shall make no use of the foregoing except as expressly provided herein. Customer acknowledges that, subject to Section 3.4, Service Provider will have the right to use and distribute any “Space”, GeoCV “Space” or Matterport services in Service Provider’s sole discretion.
3.2. License to Customer: Service Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the Term, to: (a) use and distribute URLs and embed codes linking to the “Space” hosted on a Platform Provider Platform, GeoCV Platform or Matterport platform and (b) to use and distribute Photographs, Video Content, 2D Floor Plans or 3rd Party 3D Floor Plans (if ordered).
3.3. Restrictions: Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the “Services” and delete all copies of the “Services” and content or data derived from the “Services” in Customer’s possession or under Customer’s control (with the exception of Photographs uploaded by Customer to the Northwest Multiple Listing Service). Customer shall not: (a) disable or modify any hyperlinks contained in any “Services”; (b) alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the “Services”; (c) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the “Services”; (d) distribute, in conjunction with any “Services”, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, malicious code or deceptive advertising; (e) access or use any API provided by a 3D/360° platform GeoCV or Matterport platform without the prior written authorization of said platform, or otherwise access 3D/360° platform, GeoCV or Matterport “Space(s)” (and any portion thereof) through any means other than available end-user functionality; or (f) modify or create any derivative work based on the “Services” (or any component thereof).
3.4. Takedown Service: During the “Term”, Customer can request at any time that Service Provider designate any “Space”, GeoCV “Space”, Matterport “Space” and other hosted “Services” from “public” to “private” (if available on the Platform Provider’s Platform) through written or email request. Any “Space”, GeoCV “Space” or Matterport “Space” or other hosted 3D Service designated as “private” will be un-accessible and unviewable by the public thus ending the “Term”. Service Provider will comply with such request within 48 hours.
4. NO AFFILIATION: Customer acknowledges that: (a) Service Provider is an independent provider of the Capture Services and is not a contractor, employee or agent of Matterport Inc. or GeoCV Inc. or any 3D, 360° Platform Provider(s) or said Platform Provider(s) affiliates and (b) if applicable, Service Provider is making the “Space”, “Spaces” or “Services” available to Customer under a license between Platform Provider(s) and/or Service Provider.
5. WARRANTY; DISCLAIMER. Service Provider represents that it shall perform its obligations under this Agreement in a timely and workmanlike manner, consistent with generally acceptable industry standards. In the event of any breach of the foregoing warranty, as Customer’s sole and exclusive remedy, Service Provider shall use commercially reasonable efforts to re-perform its obligations promptly in a manner that cures such breach. EXCEPT FOR THE FOREGOING WARRANTY, THE “SERVICES” AND CAPTURE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. SERVICE PROVIDER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE “SERVICES” AND CAPTURE SERVICES. SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT “SERVICES” OR CAPTURE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT THE “SERVICES” AND CAPTURE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE “SERVICES” WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE “SERVICES” WILL BE CORRECTED. IN ADDITION, SERVICE PROVIDER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING: (A) THE APPROPRIATENESS OF THE “SERVICES” FOR USE IN FOREIGN JURISDICTIONS; OR (B) THE TIMING OF “SERVICES” PROVIDED TO CUSTOMER. Nothing in this Agreement disclaims any implied warranty that cannot be disclaimed under applicable law.
6. INDEMNIFICATION. Customer agrees to indemnify and hold Service Provider harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Service Provider that result from the acts or omissions of Customer or its agents or employees. CUSTOMER AGREES TO INDEMNIFY AND HOLD SERVICE PROVIDER HARMLESS FROM ALL CLAIMS, LOSSES, EXPENSES, FEES INCLUDING ATTORNEY FEES, COSTS, AND JUDGMENTS THAT MAY BE ASSERTED AGAINST SERVICE PROVIDER THAT RESULT FROM ALL CLAIMS FOR ANY USE OR DISTRIBUTION OF ANY KIND, OF SERVICE PROVIDER CREATED 3D OR 360° “SPACE”S AND PHOTOGRAPHY, ASSOCIATED CONTENT NOT LIMITED TO PHOTOGRAPGY, SNAPSHOTS, 2D AND 3D FLOOR PLANS, EXPORTABLE FILES, CUSTOMER PROVIDED MEDIA. ANY CONTENT, DATA AND CONTACT INFORMATION DISTRIBUTED OR USED BY 3D OR 360° PLATFORM PROVIDERS AND THIER ASSOCIATED ECOSYSTEMS.
7. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, CUSTOMER’S BREACH OF SECTION 3, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NEITHER SERVICE PROVIDER NOR 3D OR 360° PLATFORM PROVIDERS SHALL BE RESPONSIBLE OR LIABLE FOR ANY PERSONAL OR CONFIDENTIAL INFORMATION CAPTURED OR DISPLAYED IN ANY 3D SERVICE. CUSTOMER IS RESPONSIBLE FOR PREPARATION OF EACH SERVICE LOCATION, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY OBJECTS OR PEOPLE DISPLAYED IN ANY “SEVICES”. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.
8. TERM, TERMINATION AND EFFECT OF TERMINATION
8.1. Term: This Agreement will take effect on the Effective Date and, unless earlier terminated in accordance with this Agreement, will remain in effect the time period designated in Section 1 and/or Section 2.
8.2. Termination for Breach or Bankruptcy: Either Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events: (a) the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; or (b) the other Party experiences an insolvency or bankruptcy or its property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
8.3. Effect of Termination: Upon the expiration or termination of this Agreement for any reason: (a) Customer will immediately cease all access to and use of all “Services”, and the license granted to Customer with respect to the “Services” shall immediately terminate; (b) unless Customer is terminating the Agreement for cause pursuant to Section 8.2, Customer shall, within thirty (30) days of expiration or termination, pay to Service Provider all amounts then accrued and payable under this Agreement; (c) unless Service Provider is terminating the Agreement for cause pursuant to Section 8.2, Service Provider shall, within thirty (30) days of expiration or termination, refund to Customer the amount of any unused fees prepaid by Customer; and (d) Sections 3.1, 3.3, 4, 5, 6, 7, 8.3 and 10 shall survive. Neither party will be liable for exercising any termination right in accordance with this Agreement. Except as expressly provided, expiration or termination of this Agreement shall not release either party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination. Termination or expiration of this Agreement hereunder by either party shall not limit either party from pursuing any other remedies available to it, including injunctive relief. In the event of a claim of infringement or violation of third-party proprietary rights relating to the “Services” or Capture Services, the Parties may mutually agree to terminate certain rights granted hereunder.
9. FORCE MAJEURE. Neither party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement (other than a failure to pay fees when due) if such default or delay is caused, directly or indirectly, by any cause beyond such party’s reasonable control (each, a “Force Majeure Event” defined as an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence, making the means of performance objectively impossible. Force Majeure Events includes acts of God, war, riots, strikes, fire, floods, epidemics, pandemics, declared national or State emergencies or other similar occurrences."); provided, however, that the party affected by the Force Majeure Event shall provide the other party with or without notice of the Force Majeure Event and use commercially reasonable efforts to minimize the effect of the Force Majeure Event upon such party’s performance; provided, further, that should the performance by either party of its obligations under this Agreement be prevented by a Force Majeure Event for more than ten (10) days, the other party shall have the right to terminate this Agreement without liability to the non-performing party.
10. APPLICABLE LAWS. This Agreement shall be governed by the laws of the State of Washington, without regard to its conflict of law rules. Customer shall comply with all applicable laws and regulations relating to Customer’s use, display and distribution of the “Services”.
11. VENUE. Any claims or litigation arising under this Agreement will be brought by the parties solely in the Superior Court of Pierce County, State of Washington.
12. ASSIGNMENT OF RIGHTS. Neither party shall assign this Agreement without the prior written consent of the other party, which consent the other party shall not withhold unreasonably; provided, however, that either party shall have the right to assign this Agreement and the obligations hereunder to any company affiliate or to any successor of such party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning party relating to the Agreement. Any attempt by either party to assign other than in accordance with this provision shall be null and void.
13. NOTICE IN WRITING. Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email or by overnight courier to the intended recipient thereof at such address of a party set out herein or otherwise provided by a party; provided, however, that any notices regarding breach or termination of this Agreement shall only be given by overnight courier.
14. PARTIES ARE INDEPENDENT CONTRACTORS. The parties acknowledge that the relationship of the parties is that of independent contractors and that nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, partners or joint ventures.
15. REVISTIONS AND AMENDMENTS. SAMIAmedia reserves the right to revise or amend the SAMIAmedia Services Agreement (“Terms”) in our sole discretion at any time and without prior notice to Customer; by updating the SAMIAmedia Services Agreement (“Terms”), such changes to be effective prospectively. Thus, Customer should visit the https://samiamedia.com website periodically for changes. If you disagree with any changes to any of the SAMIAmedia Services Agreement (“Terms”), your sole remedy is to discontinue your use of the Service(s). Your continued request, booking, accessing or using the Service(s) after a change, revision or amendment has been updated or posted constitutes your acceptance of the change, revision or amendment thereafter.
16. WAIVER. No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision.
17. ATTORNEY’S FEES AND COSTS. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reimbursement from the other party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which such prevailing party may be entitled.
18. SEVERABILITY. If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect.
19. MARKETING RIGHTS. Service Provider will have the right to refer to Customer’s name in lists of Service Provider’s customers.
20. ELECTRONIC SIGNATURES. A signature received via facsimile, electronically via email or by marking, selecting or clicking “I Agree” OR “Yes” in a Service Provider’s booking or “Services” request form that reads I Agree to SAMIAmedia Services Agreement "Terms" or 3rd Party booking service located on a SAMIAmedia website(s) shall be as legally binding for all purposes as an original signature.
21. ENTIRE AGREEMENT. This Agreement embodies the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, discussions, agreements and understandings between the parties relating to the subject matter hereof and thereof.
BY CLICKING “I AGREE” or “YES” IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE REQUESTING, BOOKING, ACCESSING OR USING SAMIAmedia “THE SERVICE PROVIDER” SERVICES AND PRODUCTS, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT and you the “Customer” acknowledge and agree to the SAMIAmedia Services Agreement “TERMS”, and by doing so, each party has caused this Agreement to be executed by its duly authorized agent as of the “Effective Date”. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT REQUEST, BOOK, ACCESS OR USE SERVICES AND PRODUCTS PROVIDED BY SAMIAmedia THE “SERVICE PROVIDER”.
Service Provider (SAMIAmedia) and you the Customer (You).