hummingbirds, inc. terms and conditions

Welcome! This platform is designed to connect local Content Creators (aka: hummingbirds) with our Partners. Your use of this app, site, and any portion thereof means you agree to the following Terms and Conditions (the “Terms”). If you have any questions about these Terms, please contact us at help@hummingbirds.com.

For our Partners.

Congratulations and thank you for selecting a subscription to Hummingbirds! By signing the Scope of Work, Partner agrees to the additional Terms set forth below. Partner acknowledges that the Company provides services in several different ways (each, a “Partner Arrangement”) and these Terms will apply to all such approaches.

This Hummingbirds Agreement (this “Agreement”) is between Hummingbirds, Inc. a Delaware corporation (“Company”), and you (the entity executing a contract, Scope of Work or otherwise entering into this Agreement with Company)) (“you” or “Partner”) and any of Partner’s successors or assignees. This Agreement provides the Terms and Conditions under which local Content Creators (who may include individuals or entities) called “hummingbirds,” may provide creation and distribution of user-generated content (the “Services,”) as more fully defined and explained below.

Effective Date

The effective date of this Agreement will be the earlier of: (a) the date you accept the Terms by clicking through, or (b) the date you sign the Scope of Work.

Scope of this Agreement

The Hummingbirds platform is subject to the Terms of this Agreement. If you wish to obtain Services from a Hummingbird, you may do so only in compliance with the Terms of this Agreement. Partners  may use Company’s software to seek and obtain Services from a Hummingbird solely for lawful purposes and only in accordance with the Terms of this Agreement, the Campaign Information, and any other agreement you are required to agree to before providing Services.

Amendments to the Agreement

Company reserves the right to modify, suspend, or discontinue the Hummingbirds platform (or any portion thereof), or your right to obtain Services, with or without notice to you, at any time, in its sole and absolute discretion. Your continued access to Company’s Site and/or your continued use of Services will constitute acceptance of any changes.

Partners  can only make changes to this Agreement if the changes are in a written agreement signed by both an authorized representative of Company and Partner.

Content Creators 

Our local Content Creators (hummingbirds) are independent content creators, many of whom work, live, and play in a specific geographic location or territory, with specified groups of people or businesses, or participate in specified types of activities.  Partner understands that Company has sole discretion on selection of Content Creators to present to Partner. Partner understands that, at this time, Content Creators must be over the age of eighteen and meet any of the other qualifications included in this Agreement or required by a particular Campaign. By accessing this Agreement or providing Services, Partner represents it is also either an entity in good standing.

Agreement Required to Be a Partner

You are required to accept the Terms and conditions of this Agreement before seeking or obtaining any Services from a Hummingbird. If you do not choose to accept the Terms and conditions, you will not be a Partner. 

PLEASE CAREFULLY READ THIS AGREEMENT.

Capitalized and Defined Terms

All capitalized Terms used in this Agreement will have the meanings as defined: i) below or in this Agreement; or ii) in the context in which they are used. All other Terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.

“Campaign,” “Campaign Information,”, “Campaign Brief” and “Event Invitation” means, collectively, any details provided to Hummingbird by Company or the Partner, including, but not limited to, Perks, compensation, program dates, branding guidelines, general and specific Hummingbird responsibilities, Partner goods or services, and the identity of the Partner, relating to an opportunity for the Hummingbird to provide Services for a Partner.

“Charm Values” means, collectively, Company’s Hummingbird Values located at https://www.hummingbirds.com/hummingbird-onboarding and any other policy, guidelines, Terms of Use, Terms of Service, code of conduct, or instructional materials provided or made available by Company from time to time.

“Compensation” means the monetary or other payment, if any, payable to Hummingbird or User by Company for Services performed in connection with a Campaign, as set forth in the applicable Campaign Information or Campaign Invitation. 

“Confidential Information” means all information, including, but not limited to, this Agreement, relating to or disclosed in the course of performing Services which is or should be reasonably understood to be confidential or proprietary to Company, its Partners, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business Partners.

“Event” means any promotion, discount, redemption offer, product launch, limited-time offer, sales campaign, giveaway, sweepstakes, branded collaboration, sample distribution, or other commercial, promotional, or marketing activity that is (a) made available on or through the Site by a Partner, whether in connection with content produced by a Hummingbird or otherwise, or (b) designed or intended for access, participation, purchase, or engagement by Users. 

“Hummingbird Content” means all text, images, graphics, illustrations, information, data, audio, video, photographs, posts, Snaps, links, files, or any other content created, distributed, or provided by Hummingbird pursuant to a Campaign.

“IP Rights” includes, but is not limited to, all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, rights of publicity, and other rights protecting data, information, name, image, likeness, or any other intangible property throughout the world.

“Partner” refers to any entity, including any affiliates, entering into a contractual relationship with Company to receive Services or engage regarding Experiences.

“Payment Processor” means Astra or such other third-party payment processing service designated by Company from time to time to facilitate the payment of Compensation to Hummingbirds or Users. 

“Perks” means any non-monetary benefits, goods, or services provided or made available to Hummingbird or User by a Partner in connection with a Campaign, as described in the applicable Campaign Information. 

“Purpose” means the reason a hummingbird is creating Hummingbird Content and is limited to those reasons associated with a Hummingbird’s work on a Campaign or for the Company’s promotion of the Hummingbird, a Partner, a Partner’s goods or services, or the Company.  

“Services” means any public performance, display, review, commentary, or other content Hummingbird creates related or pursuant to this Agreement, Hummingbird’s relationship with Company, or Company’s Partners and includes, but is not limited to, posts on Social Media, which may include photos, videos, and textual components.

“Site” means all or any portion of a website, application, or Social Media platform containing written, video or photographic commentary, news or discussion on one or more particular topics and that includes any Hummingbird content.

“Social Media” means any social media platforms, such as Facebook, X, TikTok, Instagram, Snapchat, or any other platform, website, email campaign, or other current or future communications media, as well as any web hosting or applications hummingbird requires to use, support, and operate social media platforms.

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This is Not an Employment Contract

Company does not employ Content Creators (hummingbirds) and this Agreement does not create an employment relationship between hummingbird and Partner or between Company and Partner or between hummingbird and Company. The hummingbird has no rights as an employee of Company or Partner. 

Partner agrees not to directly engage or contract with any Hummingbirds without involving and compensating Company. Partner understands Company operates an online platform allowing Partner to connect through Company’s Site with Hummingbirds who have the option and discretion to provide Services.  

Scope of Company’s Services

Company provides a Site to enable Partner to submit Campaigns to be conducted in one or more cities depending on the Scope of Work. Company will provide Partner with a login where campaign creation, hummingbird selection and content review can be facilitated. Partner may be required to create a profile, product pages, offers, Campaign information, and/or take other actions as necessary consistent with the Partner Arrangement or this Agreement to effectively engage in the Site.   Company makes no representation or guarantee Company will connect Partner with any particular individual / hummingbird. Company’s selection of hummingbirds for Partner’s consideration is at Company’s sole discretion.  Partner understands Company is not responsible for any Hummingbird Content that is posted.

Content of Partner Campaign Information / Partner Warranties

By signing the Scope of Work, Partner agrees to provide all information (including as appropriate Campaign Information) and take all actions as requested by Company consistent with these Terms, this Agreement and the Partner Arrangement.  Campaign Information may include, but is not limited to any products or services on which Partner seeks creation of Hummingbird Content.  Partner shall provide enough information for Hummingbird to effectively comment on any Partner good or service and shall also provide information related to any Perks, compensation, program dates, Partner branding guidelines, as well as any general and specific desired Hummingbird responsibilities.  Partner understands that Hummingbird may be required to include clear disclosure on Hummingbird’s content that Hummingbird is participating in a program sponsored by Partner, and that Hummingbird will cooperate with Company’s reasonable instructions regarding the format, content and placement of such disclosure. Many disclosure statements include #partnership and #[mkt]hummingbirds, if you would like to include additional disclosures such as #ad, they can be required at the campaign brief level.

Partner agrees to provide the Campaign Information set forth above and promptly review and/or supply Campaign Information and quotes for use in materials for the Services, including without limitation press materials, press kits, news releases, any filmed, videotaped or recorded interviews, newsletters/columns (collectively the “Materials”).  Company further agrees that during the contract term, Company will not make any statements that disparage or reflect unfavorably on the Partner, but Partner understands and agrees that Hummingbird is free to create truthful Hummingbird Content.  In the event that a Hummingbird has a negative experience with the product or service, they will be directed to contact the Company's support team to address the issue and seek resolution. If the matter cannot be satisfactorily resolved, the Hummingbird may be relieved of their obligation to post content related to the campaign to ensure a fair and accurate representation of the Partner’s brand.Partner represents and warrants that all information, goods, services, materials, or content provided by Partner is provided in good faith, accurate, in best condition, and operates as intended.  Partner further warrants that no use, operation, demonstration, or other activity performed by Hummingbird or Company related to any Partner Campaign, good, or service does or will infringe upon any third party’s IP Rights and that all Campaign Information, brand materials, product descriptions, and other content provided by Partner to Company or any Hummingbird is accurate and, to the extent it purports to represent real testimonials, user experiences, or factual product attributes, has not been fabricated or generated by artificial intelligence in a misleading manner.  

Partner IP Rights  

Partner represents Partner owns or is authorized to use any and all IP Rights in or related to any Partner content, Partner IP Rights, and  any Partner goods or services which are to be the subject of any Campaign or Event.  To the extent any Partner IP Rights are used, needed, mentioned, or otherwise subject to any Campaign, Partner grants a fully paid up, royalty free, worldwide, non-exclusive, sublicensable, transferable, irrevocable license to use, modify, edit, translate, alter, amend, apply, affix, copy, distribute, publish, perform, prepare derivative works based on, and collect payments for any Partner IP Rights limited to the Purposes of this Agreement and related to any Campaign, Service, or submission without compensation, permission or notification to Company, Hummingbird, or any third party for any purpose related to the Campaign, Hummingbird Content, Services, or any submission. Partner hereby grants to hummingbird a non-exclusive, non-transferable, personal, revocable license to: (i) display the Hummingbird Content created for the Purpose of this Agreement on Hummingbird’s Site in accordance with the applicable Campaign Information.

Company IP Rights  

Except as expressly provided in the applicable Campaign Information, Partner agrees Company shall and does own all IP Rights resulting from the creation, modification, alteration, performance, or submission of any work related to the related to any Hummingbird Content or Services on any Partner Campaign. Company shall retain ownership of the Hummingbird Content created in connection with any Campaign or Event.  However, Company and/or Hummingbird grants to Partner and their affiliates and agents a perpetual, worldwide license to archive, copy, modify, distribute, publicly display, edit, translate and reformat Hummingbird Content, including, without limitation, the right to do each of the foregoing with respect to any names and likenesses of any persons or locations embodied therein, in any and all media now known or hereafter devised, without compensation, permission or notification to Company, hummingbird, or any third party solely for purposes, goods, and services related to the Campaign. However, this license does not grant the Partner the right to whitelist or boost the Campaign Content on the creator's (hummingbird's) profile without obtaining explicit written consent from both Company and the hummingbird, facilitated through the Hummingbirds support team. The foregoing license shall survive termination or expiration of this Agreement and does not require further approval or notification to the Company or the Hummingbird. All Company software, processes, contracts with Partners , content, and all IP Rights therein or related thereto, are owned by Company or its licensors.

Late Payment Fees

By signing a Scope of Work with Company, Partner agrees that they will make timely payments.  In the event that any invoice remains unpaid after the due date, a late fee will be applied as follows: (1) a late fee of 5% of the total invoice amount will be assessed.  (2) alternatively, if the calculated late fee is less than $150, a minimum late fee of $150 will be applied.  The greater of these two amounts will be charged as the late fee for each overdue invoice.  

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Non-Solicitation

By signing a Scope of Work with Company, Partner agrees that, for two (2) years from the date of such engagement (the “Term” of this Non-Solicitation agreement), Partner will not attempt to or actually hire, retain, or otherwise associate with any hummingbird or Company employee for work related to the Purpose of this Agreement without Company’s prior written consent.  Partner agrees this restriction is reasonable in both Term and scope.  Partner also agrees this restriction is reasonably necessary for the protection of Company’s business and is not prejudicial to the public interest.  If Partner is contacted by any hummingbird outside of a Company Campaign, and within the Term of this Non-Solicitation agreement, Partner will inform Company of such contact within a reasonable time and decline the contact attempt from the hummingbird. If the Partner engages a Hummingbird outside of the Company's involvement, it will be considered a breach of contract. In such cases, the Company reserves the right to terminate the remaining contract term, cease all Services, and require any outstanding amounts under the contract to be paid in full within 30 days.

Taxes  

Partner is responsible for all federal, state and local taxes and any other costs or expenses incurred related to any Campaign, including, but not limited to any Hummingbird compensation, sponsorship, Perk, or Services provided by Partner. Company will not be responsible to Partner or any governing body for any taxes relating to amounts that Partner provides or receives under this Agreement or related to any Campaign, including, but not limited to, federal or state income tax, social security tax, or unemployment tax.

Partner shall bear any and all costs and shall indemnify Company against the any and all costs, taxes, fees, or expenses, including, without limitation, penalties, interest and attorneys’ fees associated with any Partner breach of this Agreement, any Partner failure to pay taxes, any Company audits related to any Partner tax issues, or any other tax related liability. Company shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Partner shall reasonably cooperate with any such a case.

Indemnification, Releases, and Limitations of Liability

Partner agrees to indemnify, defend, and hold harmless Company and its Content Creators, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any breach by Partner of this Agreement, Partner’s representations and warranties under this Agreement, or Partner’s breach of the Company’s Charm Values, Privacy Policy, or other agreement(s) between the parties, all of which are incorporated herein. 

In connection with the above, Partner hereby releases Company from all liability, loss, claims, suits or damages arising out of or in connection with the Partner’s use of Hummingbird’s Likeness, including, but not limited to, compensatory, punitive, enhanced, consequential and incidental damages and reasonable attorneys’ fees, whether such damages arise under contract, tort or statute.

LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, THE COMPANY SHALL NOT BE LIABLE TO PARTNER FOR ANY REPUTATIONAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EXCLUSION WOULD FRUSTRATE AN ESSENTIAL PURPOSE OF THE CONTRACT ), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF OR CONDUCT RELATING TO THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, BREACH OF PRIVACY, SHARING OF CONFIDENTIAL INFOWelcome! This platform is designed to connect local Content Creators (aka: hummingbirds) with our Partners. Your use of this app, site, and any portion thereof means you agree to the following Terms and Conditions (the “Terms”). If you have any questions about these Terms, please contact us at help@hummingbirds.com. OR LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR REPUTATIONAL DAMAGE.  PARTNER AGREES ANY DAMAGES DUE TO PARTNER ARISING OUT OF THIS AGREEMENT ARE EXPRESSLY LIMITED IN AMOUNT TO THE AMOUNT PAID BY PARTNER FOR THEIR SCOPE OF WORK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.   Welcome!  This platform is designed to connect local Content Creators (aka: hummingbirds)  with our Partners.  Your use of this app, site, and any portion thereof means you agree to the following Terms and Conditions (the “Terms”).  If you have any questions about these Terms, please contact us at help@hummingbirds.com

Termination and Renewal

In the event either Partner or Company elects not to renew the Agreement for a subsequent term, both parties agree to provide mutual written notice of non-renewal at least sixty (60) days prior to the end of the current contract term. If neither party provides such notice, the Agreement will automatically renew for a subsequent one-year term under the same terms and conditions.

Company may terminate this Agreement during a contract term at its sole discretion. If Company terminates this Agreement prior to the expiration of any Campaign, Partner understands and agrees that Partner’s sole remedy shall be a refund of money paid for any remaining term, with any damages related to any Campaign, Content, or Services not to exceed money actually paid by Partner to Company for that Campaign, Content, or Service

Partner further understands that if Partner has committed, or shall commit, any act, or has or shall become involved in any situation or occurrence (collectively, an "Act") tending to bring Company into public disrepute, contempt, scandal, or ridicule, or tending to shock, insult, or offend the people of this nation or any class or group thereof, or reflecting unfavorably upon the reputations of Company or Hummingbirds, this Agreement will be immediately terminated, and no compensation, refund, or damages will be due to Partner. Any decision on matters arising under this paragraph will be at the sole discretion of Company and shall be conclusive.

Data Privacy

If a hummingbird creates Hummingbird Content for Partner, Partner may use and disclose that Hummingbird’s personally identifiable information and other data and information, including at least Hummingbird’s name, voice, picture, performance, or other likenesses, quotes, and biographical data, in whole or in part, together or separate, for the purposes related to the Campaign. Other use of any hummingbird personally identifiable information is subject to use or disclosure as described in Company’s then current Privacy Policy

Notwithstanding the foregoing, Partner’s identity as a Company customer is not confidential, and Company may use hummingbird Content featuring Partner at their sole discretion. 

Confidentiality

Both parties acknowledge that, in the course of this Agreement, they may acquire certain Confidential Information from each other. Each party agrees to the following obligations regarding such Confidential Information:

1. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent.
2. Each party will promptly notify the other if it becomes aware of any breach of confidentiality, whether through:
   
   • Its own negligence, acts, or omissions, or
   • Unauthorized access caused by computer viruses, theft of login information, or other security breaches.
3. Neither party shall use the Confidential Information for any purpose other than to fulfill the obligations outlined in this Agreement.

Both parties acknowledge that misuse or disclosure of Confidential Information could result in irreparable harm to the other, which may not be adequately compensable in damages. Accordingly, the non-breaching party may seek injunctive relief to prevent or address any actual or threatened breaches of these confidentiality obligations, in addition to pursuing any other legal remedies available.

Cybersecurity

Partner represents and warrants it has implemented commercially reasonable, risk-based administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any Company data, Hummingbird data, User data, communications, records, confidential information, and personal information ('Platform Data') and/or Company hardware, software, media and networking systems ('Company Systems') to which Partner has authorized access, as well as the security of Partner's own hardware, software, media and network systems ('Partner Systems') used to facilitate communications, provide or receive services, or otherwise conduct business with Company.

Partner shall ensure that all such safeguards are no less rigorous than accepted industry practices, such as relevant information security management standards published by the International Organization for Standardization (e.g., the ISO/IEC 27000 series), the National Institute of Standards and Technology (e.g., the NIST Cybersecurity Framework and Special Publications) or other industry standards for information security and comply with all applicable data protection and privacy laws.

Partner shall notify Company promptly, and no later than 48 hours, after discovering any breach of security leading to the accidental or unlawful access, destruction, loss, alteration, or unauthorized disclosure of Platform Data and/or Company Systems (a 'Security Breach'). Partner will take immediate steps, at Partner's sole expense, to investigate, remedy, and mitigate any Security Breach, and shall collaborate and cooperate in good faith with Company so that Company may take any action it reasonably determines to be necessary or appropriate in light of the Security Breach.

Partner shall indemnify, hold harmless and defend Company (including any affiliates) from any claims and other actions, and reimburse Company for all losses, expenses, and costs reasonably incurred by Company as a result of a Security Breach originating from Partner's Systems or other breach by Partner of this Section. 

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Legal Notices

This Agreement will be governed in all respects exclusively by the laws of the State of Iowa, U.S.A. as such laws apply to contracts between Iowa residents performed entirely within Iowa, without regard to that state’s conflict of laws rules. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in Polk County, Iowa and Partner irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Company. Nothing contained herein will constitute any obligation on the parties hereto to make any use of the rights set forth herein.  This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings.  No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties hereto.  

BOTH PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 

This Agreement, the Charm Values and the Privacy Policy supersede any oral or written proposal, prior agreement or other communication between Company and Partner. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Partner under this Agreement may be assigned or transferred by Partner (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may freely assign this Agreement or any of its rights under this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires under this Agreement any right or ability to bind or enter into any obligation on behalf of the other.

Your privacy is critically important to us. It is Company’s policy to respect your privacy regarding any information we may collect while operating our website. Our Privacy Policy, which is incorporated to this Agreement and can be found at https://www.hummingbirds.com

/privacy-policy, applies to Company and Company’s website, including any pages therein found at https://www.hummingbirds.com (hereinafter, “us”, “we”, or “https://www.thehummingbirds.co”). We respect your privacy and are committed to protecting personally identifiable information you may provide us through the Website.

We have adopted the Privacy Policy to explain what information may be collected on our Website, how we use this information, and under what circumstances we may disclose the information to third parties. This Privacy Policy applies only to information we collect through the Website and does not apply to our collection of information from other sources.

This Privacy Policy sets forth the general rules and policies governing your use of our Website. Depending on your activities when visiting our Website, you may be required to agree to additional Terms and conditions.

Website Visitors

Like most website operators, Company collects non-personally identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Company’s purpose in collecting non-personally identifying information is to better understand how Company’s visitors use its website. From time to time, Company may, and Partner hereby agrees to permit, release non-personally identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

Company also collects potentially personally identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on https://www.hummingbirds.com blog posts. Company only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally identifying information as described below.

Gathering of Personally Identifying Information

Certain visitors to Company’s websites choose to interact with Company in ways that require Company to gather personally identifying information. The amount and type of information that Company gathers depends on the nature of the interaction. For example, we ask visitors who sign up for partnerships at https://app.hummingbirds.com/ to provide a username and email address.

Data Deletion

If you would like your data deleted from our application, please email help@hummingbirds.com

Privacy Policy Changes

Although most changes are likely to be minor, Company may change its Privacy Policy from time to time, and in Company’s sole discretion. Company encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change, which is incorporated into this Agreement.

Order of Precedence

In the event of contradictory terms, the order of precedence will apply as follows: the Scope of Work will be considered the authoritative source, followed by these Terms and Conditions, the Privacy Policy, Charm Values, and any other Company materials. This ensures clarity and consistency in interpreting and upholding this agreement. 

Acceptance of this Agreement

BY CLICKING ON THE “ACCEPT” BUTTON OR BY OTHERWISE ACCEPTING (BY SIGNING A SCOPE OF WORK) THIS AGREEMENT OR ACCESSING OR USING THE COMPANY’S SITE OR SERVICES, YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, THE COMPANY IS UNWILLING TO ALLOW YOU TO PROVIDE SERVICES AS A PARTNER.

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