By agreeing to any service agreement or purchase order with Calise Partners, LLC or its affiliate (“Calise”), you (“Vendor”) hereby agree to all of the terms and conditions contained herein; provided that in the event any such service agreement or purchase order contains terms that conflict with the terms set forth herein, the terms of such service or purchase order shall control.

The following terms and conditions shall apply to Vendor’s performance of any and all services specified in the service agreement or purchase order or performed by Vendor for Calise (the “Services”):

PAYMENT:
The price for the Services does not include and Vendor is responsible for all taxes (except taxes on Calise’s income) tariffs, and any similar charges imposed upon or related to the Services, unless otherwise indicated in the service agreement or purchase order. PLEASE NOTE THAT A PURCHASE ORDER OR SERVICE AGREEMENT SIGNED BY CALISE AND VENDOR IS REQUIRED IN ORDER TO RECEIVE PAYMENT. IF A SERVICE AGREEMENT IS NOT IN PLACE BETWEEN CALISE AND VENDOR, THEN ANY PURCHASE ORDER GREATER THAN $5,000 IN TOTAL VALUE REQUIRES THE PURCHASE ORDER BE SIGNED BY A VICE PRESIDENT, CHIEF OPERATING OFFICER, OR PRESIDENT / CEO OF CALISE. IN THE CASE OF MEDIA INSERTION ORDERS, ANY INSERTION ORDER PLACED WITH A VALUE GREATER THAN $15,000 WILL REQUIRE THE SIGNATURE OF THE EXECUTIVE MEDIA DIRECTIOR, CHIEF OPERATING OFFICER OF CALISE.

Vendor will submit invoices to Calise on a monthly basis unless otherwise described in the service agreement or purchase order. Invoices will be submitted digitally to payables@imaginuity.com or by mail to 1201 Main St, Ste 1800 Dallas, TX 75202 and contain a description of the Services provided. Vendor is required to provide a signed W-9 prior to payment being released. Invoices will be paid on Net 30 terms.

LIMITATION OF LIABILITY:
The total liability of Calise to Vendor from any cause whatsoever, will be limited to the lesser of Vendor’s actual damages or the price paid to Calise for those Services that are the subject of Vendor’s claim. In no event will Calise be liable for SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, including but not limited to loss of profits, revenues, data or power, damage to or loss of the use of products, damage to property, claims of third parties, including personal injury or death, suffered as a result of provision of Services.

INDEMNITY:
Vendor shall fully indemnify, hold harmless and defend Calise and its directors, officers, employees, agents, stockholders and affiliates (collectively, “Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to Vendor’s performance of the Services, whether or not caused by the negligence of Calise or any other Indemnified Party and whether or not the relevant claim has merit.

CONFIDENTIALITY:
Calise now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, “Company Information”). Calise may be disclosing Company Information to Vendor during the fulfillment of the service agreement or purchase order. Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Calise is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Calise, whether or not such information is identified by Calise. By way of example and without limitation, Company Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Company Information also includes like third-party information which is in Calise’s possession under an obligation of confidential treatment. Calise Partners shall at all times maintain the rights, and interest to all proprietary information that may be furnished to Vendor.

VENDOR REPRESENTATIONS:
Vendor hereby represents and warrants that:

it will perform the Services with reasonable care and skill; and the Services will not infringe or violate any intellectual property rights or other right of any third party.

TERMINATION:
Calise may terminate the service agreement or purchase order at any time by giving the Vendor written notice of not less than five (5) days.

SEVERABILITY AND ASSIGNMENT:
The invalidity or unenforceability, in whole or in part, of any provision in this Agreement shall not affect in any way the remainder of the provisions herein. The service agreement or purchase order may not be assigned or transferred by Vendor without Calise’s consent.