Last updated: March 03, 2023
Welcome to Infinity AD LLC’s Business Process Outsourcing (BPO) services. Please read these Terms and Conditions of Service (“Agreement”) carefully as they contain important information about your rights and obligations when using our services.
1.1 This Agreement sets forth the terms and conditions governing the provision of BPO services by Infinity AD LLC (“we,” “us,” or “our”) to the client (“you” or “your”).
1.2 By using our BPO services, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them. If you do not agree with these terms and conditions, please do not use our services.
1.3 We reserve the right to amend these terms and conditions at any time without prior notice to you. Your continued use of our services after such changes have been made constitutes your acceptance of the new terms and conditions.
2.1 We shall provide the BPO services as described in the service agreement entered into by you and Infinity AD LLC (“Service Agreement”).
2.2 We shall use commercially reasonable efforts to perform the BPO services in a timely and professional manner, consistent with industry standards and practices.
2.3 We shall have the right to subcontract the performance of any of our obligations under this Agreement to a third party, provided that we remain responsible for the performance of such obligations.
3.1 You shall pay Infinity AD LLC the fees for the BPO services as set forth in the Service Agreement.
3.2 Infinity AD LLC shall invoice you for the fees on a monthly basis, and payment shall be due within thirty (30) days of the date of the invoice.
3.3 If you fail to make payment when due, Infinity AD LLC may suspend our services until payment is received in full.
4.1 Each party shall keep confidential all information received from the other party that is marked as confidential or that, under the circumstances, should reasonably be considered confidential.
4.2 Infinity AD LLC shall use confidential information received from you solely for the purpose of performing the BPO services and shall not disclose such information to any third party without your prior written consent.
5.1 All intellectual property rights in any deliverables or work product created by Infinity AD LLC in the course of providing the BPO services shall vest in you upon payment in full of all fees due to Infinity AD LLC under this Agreement.
5.2 You hereby grant to Infinity AD LLC a non-exclusive, royalty-free license to use any materials provided by you to Infinity-AD LLC for the purpose of performing the BPO services.
6.1 Infinity AD LLC shall not be liable to you for any indirect, special, incidental, punitive, or consequential damages arising out of or in connection with this Agreement or the provision of the BPO services, whether in contract, tort, strict liability, or otherwise.
6.2 Infinity AD LLC’s total liability to you for any and all claims arising out of or in connection with this Agreement or the provision of the BPO services shall be limited to the total amount of fees paid by you to Infinity AD LLC under this Agreement.
7.1 Either party may terminate this Agreement upon thirty (30) days written notice to the other party.
7.2 In the event of termination, you shall pay Infinity AD LLC for all services performed up to the effective date of termination.
8.1 Be governed by and construed in accordance with the laws of the state in which Infinity AD LLC is located.
8.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in the state in which Infinity AD LLC is located.
9.1 You may not assign or transfer this Agreement, or any of your rights or obligations under this Agreement, without the prior written consent of Infinity AD LLC.
9.2 Infinity AD LLC may assign this Agreement, or any of its rights or obligations under this Agreement, to any third party without your consent.
10.1 This Agreement, together with the Service Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, between the parties relating to such subject matter.
10.2 No amendment or modification to this Agreement shall be valid or binding unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INFINITY AD LLC