Governing Law: The parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.

Confidentiality: Upon execution of this Agreement and as a condition of Client engaging Digital Strategy Group to perform the services set forth herein, Digital Strategy Group agrees to enter into a “Mutual Nondisclosure Agreement” with Client that shall govern the disclosure and transfer of information made between the parties hereto for purposes of Digital Strategy Group’s performance of said services. Unless expressly set forth herein, nothing contained in this Agreement shall alter or amend the terms and conditions set forth in the Mutual Nondisclosure Agreement.

Warranty and Limitation of Liability: Digital Strategy Group makes no warranties, expressed or implied regarding the Services, including, but not limited to, any implied warranty of merchantability and fitness for a particular purpose. In no event shall Digital Strategy Group be responsible for any loss of profits, loss of use, business interruption, loss of data, cost of cover, indirect, special, incidental or consequential damages of any kind in connection with or arising out of this Agreement, including without limitation, in connection with or arising out of the furnishing, or failure to furnish, performance or use of the Services, even if Digital Strategy Group has been advised of the possibility of such damages. The total aggregate liability of Digital Strategy Group for all claims under or in connection with this Agreement shall be limited to the Fees received by Digital Strategy Group under this Agreement. The above limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. The above limitations of liability are essential terms and conditions of this Agreement and reflect the parties’ agreement on the sharing of the risks under this Agreement..

Miscellaneous Provisions: In no event shall Digital Strategy Group be in default of its obligations under this Agreement or incur any liability to Client because of failure to perform or delay in performance of services to be provided by Digital Strategy Group under this agreement where such failure or delay is caused by any event beyond the control of Digital Strategy Group, including, but not limited to, any of the following events; acts of God, acts of terrorism or war, legal acts of public authorities, strikes, picketing, riots or other civil disturbances, failure of communication, or power supply or mechanical difficulties with the equipment which could not have been reasonably foreseen or which should have been reasonably prevented.

No action to enforce any claim arising out of or in connection with the services which are the subject matter of this Agreement shall be brought by Client against Digital Strategy Group more than one year after the cause of action has occurred. Client acknowledges and agrees that, in the unlikely event of damages arising out of and directly resulting from Digital Strategy Group’s involvement in the aforementioned Client project, Digital Strategy Group is under no circumstances liable for repayment of damages beyond the most recent six months of professional services fees paid by Client specifically related to such damages.

Digital Strategy Group makes no warranties, whether written, oral or implied, including any warranty of merchantability or warranty of fitness for a particular purpose. Any notice or other communication under this Agreement shall sent to the parties at their respective addresses set forth above (or at such other address as a party may specify by notice made pursuant to the terms hereof). Notices shall be considered given and received on the date of actual delivery if delivered personally or by overnight courier, or three days from the date of postmark if by certified first class mail (return receipt requested).

Invoices are payable on the 1st day of each month for which services are to be performed. If Digital Strategy Group was only engaged for part of a month, then the invoice will be prorated based on the number of days in the applicable partial month that Digital Strategy Group is engaged divided into the total number of days for that month. If an invoice has been outstanding for more than 30 days, an interest charge will be imposed in the amount of 1.5% per month from the initial invoice date until paid in full and Digital Strategy Group may cease performing Services as a result of non-payment

Entire Agreement: This Agreement (including all of the rights and obligations set forth herein) is personal as to Digital Strategy Group and Digital Strategy Group shall not assign, transfer or otherwise convey, in whole or in part, any of the obligations set forth herein. This Agreement expresses the entire understanding of the parties and supersedes all contemporaneous and prior agreements and undertakings of the parties with respect to the subject matter hereof. This Agreement may only be amended or altered by another written agreement executed by both parties.ngs.