The following are the “Terms and Conditions” which govern the delivery of the consulting services provided by ATMSH GROUP to the client noted in the applicable Services Schedule (“Client”) which is executed by and between the parties and references these Terms and Conditions.

1. Project Authorization & Services. The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services schedule, ATMSH GROUP quotation (“Quote”), order form, statement of work or other document executed by the ATMSH GROUP and Client referencing these Terms and Conditions (each, a “Services Schedule”). The Services may include (a) configuration, implementation, training or other consultation related to a ATMSH GROUP product or service that Client has received rights to use under a separate agreement, and/or (b) strategic, advisory, design and/or other consulting services related to digital marketing. Each Services Schedule shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Schedule is a duly authorized representative of Client.
2. Payment for Services. Services fees are invoiced in full upon receipt of an order, with payment terms of Net 30, except as otherwise specified on the applicable Services Schedule. The fees specified in the Services Schedule are the total fees and charges for the Services and will not be increased during the term of the Services Schedule except as the parties may agree in writing. Client is responsible for all applicable federal, state and local sales, use or other taxes due on the Services rendered hereunder, except for taxes based on ATMSH GROUP’ income. If any change affects the time or cost of performance under the applicable Services Schedule, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective.
3. Term and Termination. These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services contemplated in the Services Schedule. Each Services Schedule, with respect to the Services, shall become effective on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”).
4. Provision of Services. ATMSH GROUP will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within six (6) months from the date they were ordered. Services will ordinarily be performed by a ATMSH GROUP service representative or other authorized representative of ATMSH GROUP. Client agrees, however, that ATMSH GROUP, in its sole discretion, may provide the Services through a third party representative.
5. Client shall provide ATMSH GROUP with access to data, materials, software and hardware as reasonably required for ATMSH GROUP  to perform the Services (“Client Materials”). Client hereby grants ATMSH GROUP a limited right to use such Client Materials solely for the purpose of performing Services hereunder. Client represents and warrants that it has all rights necessary in the Client Materials to provide them to ATMSH GROUP for such purpose. Client shall provide ATMSH GROUP with safe access to Client’s premises as reasonably required for ATMSH GROUP to perform the Services, if onsite performance of Services is needed and agreed to by Client. ATMSH GROUP personnel shall comply with the reasonable written rules and regulations of Client related to use of its premises, provided that such written rules and regulations are provided to ATMSH GROUP prior to commencement of the Services.  ATMSH GROUP not be responsible for failures or delays in performing Services due to Client’s failure or delay to provide access to Client Materials or Client premises or due to Client-imposed or government-imposed security requirements.
6. Third Party Platforms and Data. For certain Services, the Client may provide ATMSH GROUP with access to certain data and materials (“Third Party Data”) accessed through Clients’ accounts (“Third Party Accounts”) with third party application platforms through which Client offers its Site to end users (“Third Party Platforms”). “Site” means those websites, Third Party Platforms, applications or devices owned or controlled by Client or a third party for which Client wishes to, and has the authority to, use the ATMSH GROUP tracking code, ATMSH GROUP APIs, third party APIs, or any other collection methods to collect or upload data in connection with the Services. For these Services, ATMSH GROUP will need rights to access, upload and view the Third Party Data by using Client’s credentials to access Third Party Accounts. Client acknowledges and agrees that Services related to any Third Party Data or Third Party Platforms are conditioned and dependent upon the applicable Third Party Platform allowing access to Client’s Third Party Account and Third Party Data by ATMSH GROUP, as a service provider of Client. Client shall provide ATMSH GROUP with timely and appropriate access to its Third Party Account credentials and password (“Third Party Account Information”) to enable ATMSH GROUP to access Client’s account on Third Party Platforms. Client acknowledges and agrees that ATMSH GROUP provision of the Services related to any Third Party Data is conditioned upon ATMSH GROUP’ receipt of correct and accurate Third Party Account information from Client, and to the continuing practices, policies, APIs and/or terms of use of applicable Third Party Platform providers making data available in the format necessary to retrieve through the Services free of charge or restrictions. ATMSH GROUP is not responsible for any changes or dysfunction of the results of the Services, including, without limitation, any data visualization dashboard and/or the data contained in the data visualization dashboard, arising from any changes to practices, policies, APIs or terms of use of the Third Party Platform providers. Client hereby grants ATMSH GROUP the right to, for the sole purpose of providing Services, if such right is necessary to provide the Services as described in the Services Schedule: (a) access Client’s Third Party Accounts, (b) access and retrieve Third Party Data from the Third Party Platforms via Client’s Third Party Accounts, (c) collect, store, use, distribute, copy, modify and process any Third Party Data accessed via its Third Party Account solely to provide the Services’ and (d) take such action with respect to Client’s Third Party Accounts as appropriate in order to provide the Services. Client shall ensure that the optimization, collection, uploading, transmission, processing and storage of Third Party Data and any other data provided by Client in connection with Client’s use of the Services at all times comply with (i) Client’s own policies regarding privacy and protection of user information, (ii) all applicable third-party terms and privacy policies, including all applicable Third Party Platform terms, and (iii) all applicable laws, rules and regulations, including those related to optimization, processing, storage, use, reuse, disclosure, security, protection and handling of Third Party Data.
7. Intellectual Property Rights. Client has and will retain sole and exclusive right, title and interest in and to all Client Confidential Information, Client Materials, Third Party Data, and Third Party Account Information (collectively, “Client Property”), including any and all intellectual property rights therein. ATMSH GROUP has and will retain sole and exclusive right, title and interest in and to all ATMSH GROUP Confidential Information, ATMSH GROUP products, ATMSH GROUP service, and all ATMSH GROUP technology, platforms, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing, including any and all intellectual property rights therein, (collectively, “ATMSH GROUP Property”). However, ATMSH GROUP’ ownership rights do not extend to Client Property embedded or incorporated in the foregoing items.

Unless expressly stated otherwise in Services Schedule, ATMSH GROUP will retain all right, title and interest in and to all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(a) above, excluding any and all Client Property, including any and all intellectual property rights therein (“Configuration Services Results”). Upon full and final payment of all fees and expenses owing to ATMSH GROUP under the applicable Services Schedule, ATMSH GROUP hereby grants to Client the same rights to use the Configuration Services Results as the rights granted to Client under the ATMSH GROUP agreement with respect to the ATMSH GROUP software or “software as a service” product to which such Configuration Services Results pertains. Unless expressly stated otherwise in the applicable Services Schedule, ATMSH GROUP hereby assigns to Client, upon full and final payment of Fees due hereunder, all right, title and interest in and to the data delivered or made available to Client as result of Services of the type described in Section 1(b) above (“Client Data”). Unless expressly stated otherwise in the applicable Services Schedule, ATMSH GROUP will retain all right, title and interest in and to all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(b) above, including all intellectual property rights therein (“Digital Marketing Services”), but excluding all Client Property and all Client Data. If applicable, based on the description included in the applicable Services Schedule, upon full and final payment of all fees and expenses owing to ATMSH GROUP under the applicable Services Schedule, ATMSH GROUP hereby grants to Client a non-exclusive, worldwide, non-transferable, royalty-free license to access and use the Digital Marketing Services provided to Client, during the term specified in the applicable Services Schedule, for the purpose of accessing and viewing Client Data.

8. Warranty. Since our Website offers non-tangible, irrevocable goods we do not provide refunds after the product is purchased, which you acknowledge prior to purchasing any product on the Website. Please make sure that you’ve carefully read service description before making a purchase.
9. Exclusion of Warranties. Except for the express warranty set forth in section 8 of these terms and conditions, the services are provided “as is”. ATMSH GROUP expressly disclaims any and all other warranties of any kind or nature whether express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, noninfringement, design or suitability, or quality of service. with respect to the project or any goods, services or other materials delivered by ATMSH GROUP, ATMSH GROUP does not guarantee in any way that the results of any analysis and reports it produces are accurate. no warranties shall arise under these terms and conditions from course of dealing or usage of trade.

Notwithstanding anything herein to the contrary, none of ATMSH GROUP’ representations, warranties or obligations under these terms and conditions shall apply with respect to third party data or third party platforms. ATMSH GROUP makes no warranties or representations and will have no liability or responsibility for any third party data, including the accurancy or legality of any third party data. All services with respect to third party platforms and third party data are provided “as is” and “as available”, and may be discontinued at any time by ATMSH GROUP.

10. Limitation of liability. notwithstanding anything in these terms and conditions to the contrary, the entire liability of either party to the other arising out of these terms and conditions for the services performed hereunder shall be limited to the amount actually paid by client to ATMSH GROUP under the applicable services schedule. in no event shall either party be liable for any indirect, special, exemplary, incidental or consequential damages (including loss of profits or data) whether based on contract, tort (including negligence), strict liability or any other legal theory, even if such party was advised of the possibility of such damages in advance. The parties agree that the limitations specified in this section 10 will survive and apply even if any limited remedy specified in these terms and conditions is found to have failed of its essential purpose.

ATMSH GROUP is willing to enter into these Terms and Conditions and the Services Schedule and perform Services for Client only in consideration of and in reliance upon the provisions of these Terms and Conditions limiting ATMSH GROUP’ exposure to liability, including but not limited to the provisions contained above. Such provisions constitute an essential part of the bargain underlying these Terms and Conditions and the Services Schedule and have been reflected in the consideration specified therein.

11. Independent Contractor. ATMSH GROUP is, and throughout the term of these Terms and Conditions and the Services Schedule shall be, an independent contractor, and not an employee, partner or agent, of Client. ATMSH GROUP shall not be entitled to nor receive any benefit normally provided to Client’s employees such as, but not limited to, vacation payment, retirement, health care or sick pay. Client shall not be responsible for withholding income or other taxes from the payments made to ATMSH GROUP employees or authorized representatives.
12. Confidentiality. Each party may have access to information that is confidential and proprietary to the other party (“Confidential Information”). “Confidential Information” shall include any and all technical and non-technical information of each party, including but not limited to (a) patent and patent applications, (b) trade secrets, and (c) proprietary information–mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, Client lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and any other information of a similar nature. Each party agrees not to make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents or service providers who are required to know to allow such party to exercise its rights or perform obligations under these Terms and Conditions or to use the Confidential Information for any purpose other than in the performance of these Terms and Conditions. Each party agrees to take all reasonable steps to ensure that Confidential Information is secure and not disclosed or distributed by such party’s employees or agents in breach of this Section 12. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than archival back-up copy. The obligations of this provision shall not apply to any such Confidential Information which, after the date hereof, becomes publicly available without a breach of these Terms and Conditions, or is disclosed to a third party without similar restriction on the third party’s rights, or is already known in the relevant industry. This Section 12 will survive termination of these Terms and Conditions and the applicable Services Schedule
13. Assignment. Neither party may assign or delegate its rights and obligations under these Terms and Conditions and the Services Schedule to any third party without the prior consent of the other party to these Terms and Conditions (which consent shall not be unreasonably withheld); provided, however, that a “change of control” transaction shall not be deemed assignment or delegation under these Terms and Conditions.
14. Governing Law and Venue. These Terms and Conditions shall be governed by and construed under the laws of the State of Oregon, exclusive of its choice of law rules, as such law applies to agreements between Oregon residents entered into and to be performed within Oregon, except as governed by federal law. Any controversy or claim arising out of or in any way connected with these Terms and Conditions or the Services Schedule, or the alleged breach thereof shall be brought in the state and federal courts located in the State of Oregon. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph.
15. Entire Agreement. These Terms and Conditions, together with all applicable Services Schedule executed by the parties constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions shall be null and void. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.

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