I. Term.

Unless earlier termination in accordance with the terms herein, the term of this Agreement shall commence upon purchase date and can not be cancelled (unless both parties agree to it due to unforeseen circumstances) though the end of the initial 12 month term.  After that, unless otherwise notified, the initial contract will be moved to a monthly reoccuring contract / invoice and will be automatically charged to the payment platform on file. 

II. Payment.

Unless otherwise stated, payment is due from Client immediatley via ACH on the same date (day of commencement). Team Optikz may immediately cease performance of all services hereunder without liability to Team Optikz if Client fails to pay charges when due.

III. Limitation of Liability. 

In no event shall Team Optikz be liable for incidental, exemplary, punitive, or special damages, including lost profits provided, however such limitation shall not apply to damages based upon fraud, willful misconduct, negligence, or strict liability.

IV. Assignment. 

This Agreement, and all duties and obligations herein, are personal in nature, and Team Optikz may assign or subcontract all or any part of this Agreement without the prior written consent of Client.

V. Ownership of Work Product. 

Any work product created by Team Optikz pursuant to this purchase shall be owned and managed by Team Optikz.

VI. Miscellaneous.

     a. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous  oral or written proposals, negotiations, conversations, and other communications between the parties.
     b. This Agreement may be modified only in writing and signed by both the Client and Team Optikz which explicitly states an intention to modify this Agreement.
     c. The terms and conditions of this Agreement take precedence over any contrary terms contained in any invoice, purchase order, or other document                exchanged by the parties in connection with this Agreement.
     d. If any term of this Agreement is held to be invalid, the remainder of this Agreement will remain in full force and effect.
     e. This Agreement shall be construed in accordance with and be governed by the laws of the State of Ohio without giving effect to any conflict of law’s provisions thereof. All parties hereby consent to the jurisdiction of the federal or state courts sitting in Madison County, Ohio, U.S.A. and agree that such courts shall be the sole and exclusive venue with regards to any legal proceedings involving this Agreement. The parties hereby irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties further agree that service of any process, summons, notice, or document by U.S. certified mail or an internationally recognized overnight carrier to such party’s respective address set forth below shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this paragraph.
     f. This Agreement, and any renewals or modifications hereof, may be signed and delivered by facsimile transmission, e-mail transmission or other electronic transmission, which delivery shall have the same force and effect as delivery of original signatures.
     g. Attorney’s Fees. In the event that any action is brought by either party as a result of a breach of any provision of this Agreement, the prevailing party in such action shall be awarded attorney’s fees and costs incurred by such party in addition to any other relief to which the party may be entitled.