By using EyeConic's services, you agree to both these Terms of Service and the Content and Distribution Agreement contained herein.
Please review these terms carefully before accessing the platform, creating an account, purchasing services, or entering into a distribution relationship.
Welcome to EyeConic Digital Distribution ("EyeConic," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the EyeConic website, platform, and related services (collectively, the "Platform").
By accessing the Platform, creating an account, or purchasing services through the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated herein by reference. If you do not agree to these Terms, you must discontinue use of the Platform immediately.
These Terms apply in addition to the EyeConic Exclusive Digital Distribution & Content Services Agreement set forth in Part II below, which governs the distribution of sound recordings and related rights through the EyeConic distribution system.
You must be at least eighteen (18) years of age to access or use the Platform. By accessing or using the Platform, you represent and warrant that you have the legal authority to enter into these Terms and that all information you provide to EyeConic is accurate and complete.
EyeConic reserves the right to refuse access to the Platform or its services at its sole discretion.
Certain features of the Platform require the creation of a user account. When creating an account, you agree to provide accurate, current, and complete information and to maintain the security of your account credentials.
You are responsible for all activities that occur under your account. If you believe your account has been compromised or accessed without authorization, you must notify EyeConic immediately.
EyeConic reserves the right to suspend or terminate accounts that contain false or misleading information or that violate these Terms.
The Platform provides tools and services designed to support independent artists and creators in managing digital music distribution and related promotional activities.
Services available through the Platform may include: digital music distribution management, release scheduling and metadata administration, performance analytics and reporting, marketing services and promotional campaigns, consulting and artist development services, and campaign strategy and advertising management.
EyeConic reserves the right to modify, update, suspend, or discontinue any aspect of the Platform or its services at any time. EyeConic does not guarantee specific results from the use of its services.
Access to certain features of the Platform may require a paid subscription. Subscription plans and pricing are displayed on the Platform at the time of purchase.
By purchasing a subscription, you authorize EyeConic and its third-party payment processors to charge your payment method for the applicable subscription fees.
Subscriptions renew automatically unless cancelled before the next billing cycle. You may cancel your subscription at any time through the billing portal associated with your account. Cancellation will take effect at the end of the current billing period.
Platform access provides access to EyeConic tools and services but does not guarantee specific commercial outcomes.
By submitting payment information through the Platform, you authorize EyeConic and its third-party payment processors to charge your payment method for all applicable fees associated with your use of the Platform.
EyeConic reserves the right to verify payment information and perform fraud prevention checks. All transactions are processed through secure third-party payment processors.
EyeConic reserves the right to refuse or cancel transactions if fraudulent or unauthorized activity is suspected.
All prices displayed on the Platform are in United States Dollars unless otherwise indicated. EyeConic reserves the right to modify pricing for services at any time.
Users agree to pay all fees associated with their use of the Platform. Failure to pay required fees may result in suspension or termination of services.
Except where required by applicable law, all payments made to EyeConic are non-refundable. This includes, but is not limited to: subscription fees, consulting services, marketing services, campaign services, advertising budgets, and administrative or setup fees.
By completing payment, you acknowledge that EyeConic begins providing services and access to the Platform immediately. Subscription cancellations apply only to future billing cycles and do not result in refunds for prior payments.
EyeConic may offer consulting services designed to assist artists with release planning, marketing strategies, audience development, and promotional campaigns.
Consulting services may include strategy calls, reporting reviews, campaign planning, and advisory services. Unless otherwise specified in a written agreement or Statement of Work, consulting services are billed according to the pricing presented at the time of purchase.
Once consulting services have commenced, fees are non-refundable. EyeConic does not guarantee specific commercial outcomes from consulting services.
EyeConic may provide marketing and promotional services including digital advertising campaigns, influencer marketing, playlist pitching, and promotional placements.
Certain marketing services require campaign budgets provided by the user. Campaign budgets may be used for advertising spend or promotional placements and are non-refundable once deployed.
EyeConic does not guarantee specific marketing results.
Users agree not to use the Platform to: upload infringing or unauthorized content, engage in fraudulent or deceptive practices, distribute illegal or harmful material, interfere with the operation of the Platform, or attempt to access systems without authorization.
EyeConic reserves the right to remove content or suspend accounts that violate these rules.
Users retain ownership of any content they upload to the Platform. By uploading content to the Platform, you represent and warrant that you have all necessary rights and permissions to distribute the content.
Distribution of sound recordings through the Platform is governed by the EyeConic Exclusive Digital Distribution & Content Services Agreement set forth in Part II of these Terms.
All technology, software, branding, and materials available through the Platform are owned or licensed by EyeConic. Users may not reproduce, distribute, modify, or reverse engineer any portion of the Platform without prior written permission.
EyeConic respects intellectual property rights and expects users to do the same. If you believe that content available through the Platform infringes your copyright, you may submit a copyright infringement notice including the information required under applicable law.
EyeConic reserves the right to remove allegedly infringing content and terminate repeat infringers.
The Platform may utilize proprietary or third-party infrastructure to deliver services. EyeConic reserves the right to change or replace underlying infrastructure providers at any time without notice.
EyeConic strives to maintain reliable access to the Platform but does not guarantee uninterrupted service. Service interruptions may occur due to maintenance, updates, or third-party service disruptions.
EyeConic shall not be liable for interruptions or delays in service.
Initiating a chargeback or payment dispute for services already rendered may result in suspension or termination of your account.
EyeConic reserves the right to recover disputed amounts and administrative costs associated with chargebacks.
EyeConic reserves the right to suspend or terminate accounts that violate these Terms, engage in fraudulent behavior, misuse Platform services, or initiate payment disputes.
Termination does not relieve users of payment obligations incurred prior to termination.
To the fullest extent permitted by law, EyeConic shall not be liable for any indirect, incidental, consequential, or punitive damages arising from the use of the Platform.
You agree to indemnify and hold EyeConic harmless from any claims, damages, losses, or liabilities arising from your use of the Platform or violation of these Terms.
Any disputes arising from these Terms or your use of the Platform shall be resolved through binding arbitration in accordance with applicable arbitration rules.
Users agree to waive the right to participate in class actions or jury trials.
These Terms are governed by the laws of the State of Georgia, United States, without regard to conflict of law principles.
EyeConic reserves the right to update or modify these Terms at any time. Updated Terms will be posted on the Platform. Continued use of the Platform constitutes acceptance of the revised Terms.
If you have questions regarding these Terms, please contact:
EyeConic Digital Distribution
admin@eyeconicdistro.com
This Exclusive EyeConic Digital Distribution and Content Services Agreement is entered into by and between EyeConic Digital Distribution, LLC, a limited liability company organized under the laws of the State of Georgia, with a principal place of business at [EyeConic Address], and the client identified below.
EyeConic and Client may be referred to individually as a "Party" and collectively as the "Parties."
EyeConic provides digital music distribution, content management, supply chain support, royalty administration, data reporting, monetization coordination, and related services, including facilitating delivery of content to third-party digital service providers, administering royalty collection and reporting, managing metadata, fingerprints and reference files, coordinating takedowns and claims, and providing dashboards or interfaces for content management and reporting.
Client owns or controls certain sound recordings, audiovisual works, musical compositions, and related materials and desires that EyeConic provide the EyeConic Services in respect thereof, subject to the terms and conditions set forth herein. EyeConic agrees to provide the EyeConic Services on an exclusive basis in the Territory during the Term, subject to Client's compliance with this Agreement.
"EyeConic" means EyeConic Digital Distribution, LLC. "Client" means the artist, label, or other rights holder executing the Agreement. "Effective Date" means the date on which the Agreement is fully executed by the Parties. "Territory" means the universe.
"Initial Period" means the initial term of twenty-four (24) months commencing on the Effective Date. "Renewal Period" means each successive twenty-four (24) month period following the Initial Period unless properly terminated in accordance with the Agreement. "Term" means the Initial Period together with any Renewal Periods.
"Client Content" means all sound recordings, audiovisual works, musical compositions, artwork, metadata, and related materials owned or controlled, in whole or in part, by Client and subject to the Agreement.
"Gross Receipts" means all monies actually received by or on behalf of EyeConic from third-party digital service providers or other partners in connection with exploitation of Client Content, after deduction of such third parties' commissions.
"Net Receipts" means Gross Receipts less the EyeConic Fee, third-party platform, distribution, white-label and technology fees, payment processing fees, chargebacks, refunds, clawbacks, advertising sales commissions, applicable taxes, and any other costs or expenses incurred by EyeConic in connection with exploitation of Client Content.
"EyeConic Fee" means fifteen percent (15%) of Net Receipts. "Artist Share" means eighty-five percent (85%) of Net Receipts payable to Client. "Guaranteed Minimum" means a commercially reasonable minimum monthly fee intended to support platform operations, applied following any applicable introductory or ramp-up period.
Subject to the Agreement, EyeConic shall provide Client with the EyeConic Services in respect of the Client Content during the Term and throughout the Territory. The specific scope, nature, and configuration of services shall be those services requested by Client and confirmed by EyeConic in writing, including via electronic means.
EyeConic may from time to time modify, expand, reduce, or enhance the services, including by introducing new service offerings, tools, features, or workflows, provided that such changes do not materially diminish the core distribution and monetization services contemplated by the Agreement.
Client acknowledges and agrees that EyeConic's rights with respect to the Client Content shall be exclusive throughout the Territory during the Term. Client shall not directly or indirectly authorize, license, appoint, or engage any third party to perform services or exercise rights that are the same as or substantially similar to the EyeConic Services with respect to the Client Content during the Term.
Client further acknowledges that EyeConic expends material resources to prepare, format, deliver, manage, and administer Client Content and that conflicting claims or overlapping service arrangements materially impair EyeConic's ability to perform the EyeConic Services.
"Client Content" includes any and all sound recordings, musical compositions, lyrics, audiovisual works, images, artwork, metadata, reference files, fingerprints, names, likenesses, branding elements, and any other content or materials owned or controlled, in whole or in part, by Client at any time during the Term.
This includes all content identified, uploaded, or otherwise designated by Client through any EyeConic-provided platform, dashboard, interface, or third-party system utilized by EyeConic; all content delivered to EyeConic by or on behalf of Client; all content subject to any prior or contemporaneous content agreements between Client and EyeConic; and all associated metadata, identifiers, and branding reasonably necessary for provision of services.
Except to the extent expressly disclosed in writing by Client, Client Content shall be deemed to include one hundred percent (100%) of all applicable rights therein. Client represents and warrants, on a present and continuing basis throughout the Term, that Client owns or controls all right, title, and interest necessary to grant the rights contemplated by the Agreement.
Client shall have the limited right, upon no less than sixty (60) days' prior written notice to EyeConic, to request withdrawal of specifically identified Client Content from distribution and/or monetization under the Agreement, provided that the request is made in good faith and does not conflict with third-party platform requirements, DSP policies, or contractual obligations applicable to EyeConic or its partners.
Any withdrawal request must clearly identify the Client Content to be withdrawn and the scope of the requested withdrawal. Subject to the foregoing, EyeConic shall use commercially reasonable efforts to effect such withdrawal on a prospective basis only.
Client acknowledges that withdrawal timelines are subject to DSP processing delays and platform constraints, that EyeConic does not control the speed or completeness of takedowns by DSPs, and that certain DSPs may continue to exploit Client Content for a period following a withdrawal request.
Withdrawn content remains subject to the Agreement for accounting, payment, offsets, indemnification, limitation of liability, and audit finality, including EyeConic's right to receive and retain applicable fees in connection with exploitation occurring prior to the effective date of withdrawal.
EyeConic reserves the right to deny or defer any withdrawal request that would violate its obligations to third-party platforms or partners, impair its ability to enforce exclusivity or anti-fraud measures, or occur while Client is in Default or has unpaid fees, Guaranteed Minimum obligations, or outstanding offsets.
The Territory of the Agreement is worldwide, subject to any territorial restrictions on Client's rights existing as of the Effective Date that may apply in respect of specified items of Client Content and that are communicated to EyeConic through the applicable interface or acknowledged email.
The Term shall commence on the Effective Date and continue through the end of the Initial Period unless earlier terminated in accordance with the Agreement.
Thereafter, the Term shall automatically renew for successive Renewal Periods unless either Party provides written notice of non-renewal not less than thirty (30) days nor more than sixty (60) days prior to the expiration of the then-current period.
Client may not terminate or issue a notice of non-renewal while Client is in breach of the Agreement.
Client grants to EyeConic, during the Term and throughout the Territory, on an exclusive, royalty-bearing, sublicensable basis, all rights necessary to enable EyeConic to perform the EyeConic Services.
These rights include the right to deliver, distribute, host, reproduce, encode, transcode, store, transmit, publicly perform, display, monetize, block, claim, disable, or remove Client Content; authorize DSPs to exploit Client Content; create fingerprints, reference files, and metadata; and collect, receive, administer, and account for revenues derived from exploitation of the Client Content.
DSP Rights include the right for EyeConic to authorize third-party digital service providers, streaming platforms, social media platforms, digital retailers, content identification systems, user-generated content platforms, and other DSPs to host, store, cache, and display Client Content; make streams, downloads, and other forms of digital exploitation; technically adapt Client Content; market or recommend Client Content and/or Client; and create, store, and utilize digital fingerprints, metadata, and matching tools.
EyeConic Rights include the right to host, encode, deliver, and make Client Content available to DSPs; make claims and elections with respect to third-party uses of Client Content; create digital fingerprints and metadata; collect and account for revenues; and exploit, modify, excerpt, encode, host, cache, transmit, distribute, store, copy, embed, upload, publicly perform, communicate to the public, display, render, monetize, block, disable, and/or take down Client Content solely to facilitate the EyeConic Services.
EyeConic may provide Client with the opportunity to indicate preferences regarding distribution, monetization, claiming, blocking, or exploitation of Client Content, but such preferences are non-binding, advisory only, and subject at all times to EyeConic's sole discretion.
EyeConic shall have sole and absolute discretion with respect to the manner, scope, timing, territories, platforms, services, formats, monetization models, and service tiers pursuant to which Client Content is distributed, monetized, claimed, administered, blocked, or otherwise exploited.
Gross Receipts means monies actually received by or on behalf of EyeConic from third-party distribution partners during the applicable Accounting Period, after deduction of such partners' commissions, revenue shares, or platform fees, and solely attributable to exploitation of Client Content during the Term.
Net Receipts means Gross Receipts less the EyeConic Fee and any third-party distribution, platform, white-label, hosting, storage, ingestion, delivery, fingerprinting, identification, claiming, monetization, or technology fees, payment processing fees, banking fees, wire fees, rejected payment fees, refunds, chargebacks, clawbacks, currency conversion costs, advertising sales commissions, legal fees, audit fees, investigation costs, enforcement costs, and applicable taxes.
Subject to Client's compliance and provided Client is not in Default, EyeConic shall account to Client for eighty-five percent (85%) of Net Receipts derived from exploitation of Client Content. EyeConic shall retain fifteen percent (15%) of Net Receipts as its fee.
EyeConic has no obligation to advance funds to Client, and all amounts payable are contingent upon EyeConic's actual receipt of Gross Receipts from distribution partners.
EyeConic may require a commercially reasonable monthly Guaranteed Minimum. If cumulative monthly fees do not equal or exceed the applicable Guaranteed Minimum, EyeConic may invoice Client for the difference or recoup it from Net Receipts otherwise payable to Client.
EyeConic shall calculate Net Receipts on a monthly basis. Accounting statements shall be deemed rendered when made available electronically and shall be final and incontestable six (6) months after the date rendered unless Client provides timely written notice of objection specifying the basis.
EyeConic has no obligation to pay any amounts unless and until Client has provided all required payment information and tax documentation, including a properly completed IRS Form W-9 or W-8, as applicable.
Client shall deliver to EyeConic all Client Content together with associated artwork, metadata, identifiers, including ISRCs, UPCs, ISWCs, contributor information, ownership splits, and any other materials reasonably requested by EyeConic, in formats and technical specifications designated by EyeConic from time to time.
Client shall deliver all Client Content existing as of the Effective Date promptly following full execution of the Agreement and, with respect to new Client Content, on a rolling basis throughout the Term and no later than two (2) business days following Client's determination that such content is intended to be subject to the Agreement.
Client represents and warrants on a present and continuing basis that all Client Content delivered to EyeConic complies with applicable technical, content, and delivery requirements; contains no viruses, malware, time bombs, hidden code, or harmful components; does not include unauthorized advertising, promotional messaging, watermarks, logos, overlays, or third-party branding not approved by EyeConic; and is accompanied by complete, accurate, and non-misleading metadata.
EyeConic reserves the right to reject, suspend, delay, or remove any Client Content that fails to meet its requirements or any applicable platform requirements.
Client is solely responsible for procuring, maintaining, and paying for all third-party rights, licenses, permissions, releases, consents, clearances, and approvals required for exploitation of Client Content.
This includes payments to recording artists, featured artists, producers, songwriters, composers, publishers, performers, actors, models, directors, videographers, editors, and all other royalty participants or rights holders.
EyeConic does not obtain, administer, or pay mechanical royalties, performance royalties, neighboring rights, union payments, or other third-party compensation on Client's behalf unless expressly agreed in writing.
Upon request, Client shall promptly furnish copies of agreements, licenses, releases, or other documentation reasonably required to evidence ownership or control of Client Content and compliance with this section.
EyeConic may disclose Client's identity and contact information to digital service providers, platforms, rights holders, or other third parties in connection with claims, disputes, investigations, or compliance matters.
"Default" means the occurrence or threatened occurrence of certain events, including infringement or violation of third-party rights; violation of law or regulation; violation of platform policies; breach or alleged breach of the Agreement; fraudulent, deceptive, misleading, manipulative, or unlawful conduct; or any claim, demand, action, or proceeding asserted or reasonably anticipated against EyeConic arising out of or relating to Client Content or Client's activities.
Upon the occurrence or suspected occurrence of a Default, EyeConic may, in its sole discretion and without limiting any other rights or remedies, suspend or terminate access to platforms or services; remove, block, disable, withdraw, or demonetize Client Content; withhold, freeze, offset, or forfeit Net Receipts; apply withheld Net Receipts toward reimbursement of actual or potential damages; assess an investigation, processing, or enforcement fee of up to USD $500 per Default; and/or immediately terminate the Agreement.
Accurate, complete, and non-misleading metadata is essential to proper distribution, identification, monetization, reporting, and administration of Client Content and to EyeConic's relationships with platform partners.
Client shall provide and ensure that all persons acting on Client's behalf provide complete and accurate metadata and identifiers for all Client Content at all times, including titles, artist names, featured artist credits, contributor information, writer/publisher data, ownership splits, label information, release dates, territory restrictions, genre classifications, explicit-content flags, lyrics where applicable, artwork, and all applicable identifiers such as ISRCs, UPCs, ISWCs, IPI/CAE numbers, and any other requested data.
Client shall not, and shall not authorize, encourage, facilitate, or permit any third party to engage in any activity that artificially inflates, manipulates, distorts, misrepresents, or otherwise compromises streams, plays, views, impressions, engagement, followers, saves, shares, traffic, rankings, chart performance, audience data, or any other metric or signal relating to Client Content.
Manipulative Activity includes the use of bots, scripts, click farms, stream farms, paid traffic schemes, coordinated listening schemes, incentive-based streaming, deceptive marketing practices, misrepresentation of source traffic, or any other method intended to generate non-authentic activity.
Client acknowledges that platform partners employ proprietary and evolving detection methods and may take enforcement actions with limited explanation. EyeConic may rely upon any platform notice, flag, determination, adjustment, clawback, sanction, suspension, removal, demonetization, or other enforcement action as a basis for its own actions under the Agreement.
If EyeConic determines, in its sole discretion, that Manipulative Activity has occurred or is reasonably suspected, EyeConic may suspend, block, remove, or disable Client Content; withhold, freeze, offset, or forfeit Net Receipts; reverse or recoup prior payments; assess investigation and enforcement costs; and/or terminate the Agreement immediately for material breach.
Client shall cooperate fully with EyeConic in connection with any investigation, inquiry, or enforcement matter relating to Manipulative Activity or compliance concerns.
EyeConic may be exposed to chargebacks, refunds, clawbacks, penalties, fees, withholdings, reserves, delays, and other adjustments imposed by platform partners or third-party service providers.
Accordingly, EyeConic may, in its sole discretion, withhold, reserve, offset, recoup, and/or delay payment of Net Receipts otherwise payable to Client to address claims or suspected claims, defaults or suspected defaults, compliance investigations, unpaid amounts owed by Client, potential platform clawbacks or penalties, or accounting adjustments and revisions.
EyeConic may apply withheld amounts to any amounts owed by Client and may recoup from future Net Receipts any amounts previously paid that are subsequently clawed back, reversed, or adjusted by platform partners.
EyeConic shall make available periodic accounting statements electronically. Client acknowledges that platform reporting is often delayed and subject to retroactive adjustments and that EyeConic shall have no liability for the timing, accuracy, or completeness of platform reporting.
Each statement shall be deemed final, binding, and incontestable unless Client provides written notice of a specific good-faith dispute within six (6) months. To the maximum extent permitted by law, Client waives any right to audit EyeConic's books and records, subject only to limited audit rights where required by non-waivable law.
EyeConic may, in its sole discretion, remove, block, disable, suspend, demonetize, or withdraw Client Content from any platform partner, territory, service tier, or monetization model if EyeConic determines that a claim has been asserted or is reasonably anticipated; Client Content violates or may violate platform policies; Client Content presents legal, compliance, reputational, or technical risk; continued exploitation is commercially impractical or operationally burdensome; or Client is in Default or suspected Default.
Client acknowledges that platform partners may remove or restrict Client Content at any time and that EyeConic does not control platform enforcement decisions or processing timelines.
Client represents, warrants, and covenants on a present and continuing basis throughout the Term that: Client has full right, power, and authority to enter into and perform the Agreement; Client owns or controls all rights necessary to grant the rights granted to EyeConic and to authorize exploitation of Client Content; Client Content and EyeConic's authorized use thereof do not and will not infringe, misappropriate, or violate any third-party rights; Client has obtained all necessary licenses, consents, clearances, and releases; all metadata and information provided by Client is true, accurate, complete, and not misleading; and Client will comply with all applicable laws and platform partner policies.
Client shall indemnify, defend, and hold harmless EyeConic, its affiliates, and related parties from and against any and all claims, demands, suits, actions, proceedings, investigations, liabilities, damages, losses, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to Client Content, EyeConic's authorized exploitation of Client Content, Client's breach or alleged breach of the Agreement, third-party claims regarding Client Content, or Client's acts or omissions, including Manipulative Activity.
EyeConic may assume control of the defense of any claim and Client shall fully cooperate. EyeConic may settle any claim in a manner that reasonably protects EyeConic and related indemnified parties, and may offset and recoup amounts owed under this section from Net Receipts or other amounts payable to Client.
The EyeConic Services are provided "as is" and "as available." EyeConic makes no representations or warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
EyeConic does not guarantee distribution on any particular platform, any particular release timeline, any particular monetization model, any particular performance metrics, playlisting, promotion, or any particular revenue or outcome.
Client acknowledges that platform partners' business practices, policies, algorithms, and enforcement actions are beyond EyeConic's control.
To the maximum extent permitted by law, in no event shall EyeConic or any EyeConic indemnitee be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility thereof.
EyeConic's total aggregate liability arising out of or relating to the Agreement shall not exceed the total amount of fees retained by EyeConic during the twelve (12) months immediately preceding the event giving rise to the claim.
Each Party shall keep confidential and not disclose to any third party any non-public information obtained in connection with the Agreement, including business, technical, financial, and platform partner information, except as required to perform the Agreement, as required by law, or with the other Party's prior written consent.
Client acknowledges that platform partner agreements, pricing, and operational processes may constitute EyeConic confidential information and/or trade secrets.
EyeConic may terminate the Agreement for convenience at any time upon written notice to Client. EyeConic may also terminate immediately upon written notice if Client is in Default or suspected Default.
Client may terminate the Agreement only if EyeConic materially breaches the Agreement and fails to cure such breach within thirty (30) days after written notice from Client specifying the breach in reasonable detail, provided that Client may not terminate while Client is in Default or while any amounts remain outstanding to EyeConic.
Upon termination or expiration, EyeConic may, but is not obligated to, process removal requests for Client Content subject to platform limitations and timelines. Platform partners may continue to exploit Client Content for a period following termination. EyeConic shall continue to account for and pay Net Receipts received after termination to the extent attributable to exploitation during the Term, subject to withholdings, offsets, reserves, and amounts owed.
Sections intended to survive, including withholding and offsets, statement finality, indemnification, disclaimers, limitation of liability, confidentiality, governing law, venue, waivers, and effect of termination, shall survive.
The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-laws principles.
Any action or proceeding arising out of or relating to the Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each Party irrevocably submits to the personal jurisdiction of such courts.
Each Party knowingly and irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to the Agreement. To the maximum extent permitted by law, the Parties agree that any claims shall be brought only in an individual capacity and not as part of any class, collective, or representative proceeding.
All notices required or permitted under the Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier with tracking, or sent by email to the notice email address on file for each Party, provided that an email notice shall be effective upon transmission absent a bounce-back or failure notice.
Either Party may update its notice information by written notice to the other Party.
Client may not assign, delegate, or transfer the Agreement or any rights or obligations thereunder without EyeConic's prior written consent, and any attempted assignment in violation of the foregoing shall be null and void.
EyeConic may assign the Agreement freely, in whole or in part, including to an affiliate or successor in interest.
Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, agency relationship, or employment relationship between the Parties. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior or contemporaneous understandings.
Any amendment or modification must be in writing executed by both Parties. No waiver shall be effective unless in writing, and any waiver shall not be deemed a waiver of any subsequent breach.
If any provision of the Agreement is held unenforceable, such provision shall be severed to the minimum extent necessary and the remainder shall remain in full force and effect.
Headings are for convenience only and shall not affect interpretation. The words "include," "includes," and "including" shall be deemed followed by "without limitation."
The Agreement may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original and together constitute one instrument. Electronic signatures shall be deemed valid and binding.
All provisions which by their nature should survive, including provisions concerning withholding and offsets, statement finality, indemnification, disclaimers, limitation of liability, confidentiality, governing law, venue, waivers, and effect of termination, shall survive expiration or termination.