Terms & Conditions of Services

The Sales Factory, Inc.

Services; Terms & Conditions. Any services sold or provided by The Sales Factory, Inc. (“Sales Factory”) to any client or Client (“Client”), including any deliverables of any kind, are referred to as "Services." All Services shall be governed by and subject to (a) a work order or statement of work or other agreement signed by Sales Factory (each, a “Work Order”), as applicable, and (b) these these terms and conditions (“Terms”), whether or not they are specifically referenced in or incorporated by such Work Order. Any irreconcilable conflict between these Terms and any express terms in the Work Order shall be resolved in favor of the Work Order. Sales Factory's acceptance of a Client purchase order or commencement of performance or provision of any services shall not constitute acceptance of any of Client's terms and conditions. These Terms may not be amended or modified except as expressly agreed and approved by Sales Factory in writing. Any terms additional to or different from these Terms, including but not limited to terms contained in any Client's purchase order or terms and conditions of purchase, are deemed material and are hereby expressly rejected. Client's assent to these Terms shall be conclusively presumed from any of the following (upon which Sales Factory may rely): Client's (a) execution of a Work Order; (b) Client’s receipt of Sales Factory's Work Order without written objection sent to Sales Factory within ten (10) days after receipt of the Work Order, (c) instructing Sales Factory to provide any Services, including after receipt of Sales Factory's Work Order, (d) acceptance of or payment for all or any part of the Services, or (e) taking any other action evidencing Client's acceptance of the benefits of the agreement between the parties.
Entire Agreement; Modification. As to the provision of Services and any Deliverables (defined below), these Terms, together with the Work Order (as applicable), shall constitute the complete and final agreement between Sales Factory and Client (hereinafter, this "Agreement"), and shall supersede completely any and all prior oral or written communications, representations or understandings between the parties concerning the subject matter of this Agreement. In the event that Sales Factory provides any services without provision of a Work Order, these Terms shall still apply. No modification of this Agreement or waiver of any of its terms will be binding on Sales Factory unless clearly expressed in writing and signed by an authorized representative of Sales Factory. This section excludes, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade. Sales Factory and Client expressly agree that Sales Factory may modify these Terms from time to time, and such modifications shall be binding upon Client.
Client Cooperation. Client acknowledges that the successful and timely rendering of the Services and other services and the successful development of the Deliverables (as defined in Section 10 below) by Sales Factory will require the good faith cooperation of Client. Accordingly, Client shall fully cooperate with Sales Factory, including, without limitation, by: (a) providing Sales Factory with all information and materials requested by Sales Factory and necessary or appropriate for Sales Factory to render the Services; (b) making available to Sales Factory: (i) personnel of Client; and (ii) to the extent necessary for Sales Factory's development of materials, a reasonable amount of time on Client's computer systems, provided that the foregoing shall be scheduled at such times so as to not disrupt the conduct of Client's business; (c) providing at least one employee or consultant with substantial relevant experience to act as a client contact in connection with the Services; (d) providing timely review of Deliverables submitted by Sales Factory; and (e) furnishing Sales Factory with adequate substantiation of all descriptions and representations requested by Client to be incorporated in the Deliverables.
Timing of Services and Deliverables. Delivery dates as to any Services are approximate. Sales Factory will endeavor to provide the Deliverables (as defined in Section 10 below) to Client on or before any date(s) set forth in the applicable Work Order, but Sales Factory’s failure to meet an indicated delivery date (even if termed a deadline) will in no event constitute a breach of this Agreement, and Sales Factory shall not be liable for any delays in delivery. Without limitation on the foregoing, Sales Factory shall not be liable for delays caused by Client's negligence, misconduct, or breach hereof, and all due dates shall be extended to accommodate Client's actions and/or requests for changes to the Deliverables or Services.
Force Majeure. Sales Factory shall in no event be liable for delays in deliveries of any Services caused by accidents, breakdowns, strikes, labor disputes, lockouts, floods, fires, explosions, war acts, acts of God, transportation difficulties, shortages or delays in delivery of materials, restrictions imposed by law or Governmental agencies, or caused by any like or different cause or contingency beyond the control of Sales Factory, whether such cause or contingency happens to Sales Factory, or its suppliers or subcontractors, and delays so caused shall not give Client grounds for refusing to accept delivery of Services or for cancellation of this Agreement. If a delivery is delayed for any of the causes aforesaid and continues for a period of three (3) months, then either party hereto may cancel this Agreement upon written notice to the other party. In the event of cancellation hereunder, sums advanced by Client shall be returned by Sales Factory less any fees earned and/or expenses and costs incurred by Sales Factory. If separate delivery dates are stated for different Services, then said three (3) month period shall be computed separately for each such Service from each such date.
No Cancellation. Client may not cancel this Agreement or any Work Order, or any part thereof, without Sales Factory's written consent, unless otherwise stated on the applicable Work Order.
Compensation; Payment; Taxes. The fees for any Services shall be as stated in the applicable Work Order. In cases where outside services are estimated, fees are subject to change and Sales Factory will bill to actuals. Payment for any Services shall be due immediately upon invoice unless otherwise expressly agreed. Unless otherwise expressly agreed by Sales Factory in writing, all prices are exclusive of (as applicable) packaging, shipping/carriage charges and costs, assembly, taxes (including without limitation sales, use, excise, import or export, stamp, value added, and any similar tax or duty), and other assessments and/or ancillary expenses or charges of any kind, all of which shall be borne by Client. Client further agrees to reimburse Sales Factory for any such payments made by Sales Factory. Client shall pay Sales Factory's invoices without discount, set-off or reduction for any reason, including any asserted warranty claims or other claims of non-performance by Sales Factory. Interest shall accrue and be paid by Client on all past due amounts at the rate of one and a half percent (1-1/2%) per month or the highest lawful rate, whichever is less.
Accord and Satisfaction. Checks or payments, whether full or partial, received from or for the account of Client, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by Sales Factory against the amount owing by Client with full reservation of all Sales Factory's rights and without an accord and satisfaction of Client's liability.
1. Each party hereto (each, a "receiving party"), along with its directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, and affiliates (collectively its "Representatives") shall not, during the Term and for a period of five (5) years thereafter, without the other party's (each, a "disclosing party") prior written approval in each instance, use (other than as reasonably needed in connection with the Services), or disclose to or otherwise make available to any other person or entity (whether acquired on the Effective Date or during the continuance of this Agreement), any information relating to the disclosing party's business plans, products, services, advertising, innovations, fees, advertising or product concepts, clients, technology, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, or other business affairs (including without limitation, Sales Factory's rates and the remainder of the terms hereof), or any other proprietary or confidential information of the disclosing party (the "Confidential Information"). The foregoing shall not apply to information which: (i) is or becomes known to the general public (other than as a result of the disclosure, directly or indirectly, by the receiving party or its Representative); or (ii) was or is made available to the receiving party on a non-confidential basis from a source other than the disclosing party or any affiliate, provided that such source is not and was not bound by a confidentiality agreement with the disclosing party or any affiliate or otherwise prohibited from transmitting such information by contract, legal or fiduciary obligation to the disclosing party, any affiliate, or any third party. Further, a receiving party shall not be liable under this provision to the extent that it is required by law or court order to disclose Confidential Information, provided the receiving party gives disclosing party notice and an opportunity to seek an appropriate protective order at its own expense. It is understood that the information required to be held in confidence as herein provided may be disclosed by the receiving party only to Representatives who need to know such Confidential Information for the purposes of fulfilling its obligations under this Agreement. Such Representatives, prior to any such disclosure, shall be informed of the confidential nature of such Confidential Information, and shall agree to be bound by the terms hereof.
2. All Confidential Information furnished to the receiving party by the disclosing party or any third party at the request of the disclosing party shall be and remain the property of the disclosing party. All copies of such Confidential Information in written, graphic, or other tangible form shall be returned to the disclosing party at any time upon the advance written request of the disclosing party or upon the termination of this Agreement for any reason whatsoever, subject to the terms hereof.
3. Any pricing, proposals, agreements, offers, confirmations, documentation and/or other sensitive commercial or technical information provided by Sales Factory to Client are deemed the Confidential Information of Sales Factory under this Agreement. Client shall be liable to Sales Factory for any loss to Sales Factory or commercial gain by others from Client’s unauthorized use or disclosure of Confidential Information occasioned by Client's failure to comply with this provision. The reproduction of such items shall only be permitted upon Sales Factory’s prior written approval. Upon request, or when no order is placed, all offer documentation must be returned without delay to Sales Factory.
Intellectual Property; Ownership.
1. Subject to Sales Factory's rights in and to the Sales Factory Property (as defined below) and any designated third party rights, and further subject to Client's payment obligations as set forth herein, as between the parties hereto, Client shall have the right to use all materials created by or on behalf of Sales Factory specifically and solely for Client in connection with Sales Factory’s direct rendition of Services hereunder, except to the extent stated otherwise in this Agreement or in the applicable Work Order (the "Deliverables").
2. Sales Factory Property. Notwithstanding subsection (a) above or anything to the contrary, Sales Factory reserves, and shall retain sole ownership of, all rights, title and interest in and to all tools, content, code, utilities, software, algorithms, standards, ideas, concepts, know-how, knowledge, techniques, approaches, and methodologies of Sales Factory (or which Sales Factory licenses from third-parties), including but not limited to those that are utilized to provide the Services by (“Sales Factory Property”). Sales Factory Property is Confidential Information (as defined in this Agreement) of Sales Factory, and shall remain the sole and exclusive property of Sales Factory, despite any incorporation in the Deliverables. Subject to Client's payment obligations and the other provisions in this Agreement, Sales Factory hereby grants a perpetual, worldwide, non-exclusive, non-transferable license to Client to use the Sales Factory Property, but only to the extent incorporated into the Deliverables and without any modification thereto. In no event shall Client be entitled to use any of the Sales Factory Property separately or apart from its incorporation in the Deliverables hereunder.
3. Third-Party Materials. Notwithstanding the foregoing, all materials, rights, and intellectual property owned by third parties (such as talent rights, photography, artwork, props and music) shall remain the sole and exclusive property of such third parties despite their incorporation in the Deliverables, and Client agrees to use such third-party materials consistent with the restrictions for such third-party materials communicated to Client in writing. Any AI models, algorithms, software, or other intellectual property developed or utilized by Sales Factory in the provision of services shall remain the property of Sales Factory. The Client shall have a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purpose of receiving the services. The Client further acknowledges that Sales Factory may utilize pre-existing AI models, datasets, and proprietary algorithms in the provision of services, which shall also remain the property of Sales Factory. Any customization or adaptation of such pre-existing AI technologies for the specific needs of the Client shall be considered part of the services provided and subject to the terms of this agreement.
4. Sales Factory Promotional Rights. Notwithstanding anything to the contrary, Client agrees that Sales Factory shall have the right, without prior approval, to use any and all non-confidential Deliverables following their publication to promote Sales Factory and to market Sales Factory's services to third parties, including submitting such Deliverables to industry award shows and posting them on Sales Factory's website.
5. Preliminary Materials. Notwithstanding anything to the contrary, any Deliverables prepared or proposed by Sales Factory but not produced and published or broadcast within the term of the applicable Statement of Work, and any Deliverables prepared or proposed by Sales Factory and rejected by Client, shall remain the property of Sales Factory (the "Preliminary Materials"). Subject to the terms hereof, Sales Factory shall have the right to use the Preliminary Materials without limitation; provided, however, that, any such use shall not involve the release of any of Client's Confidential Information.
6. Except to the extent expressly stated to the contrary herein or in a writing signed by Sales Factory, nothing in this Agreement shall be construed as a grant or assignment of any license or other right to Client of any of Sales Factory's or its affiliates' or any third party’s intellectual property rights, whether patent, trademark, trade secret, copyright, or otherwise. All improvements and developments constituting or relating to the Services, including any joint efforts of Sales Factory and Client, will be owned exclusively by Sales Factory, and Client shall reasonably cooperate with Sales Factory in executing any assignments and other documents Sales Factory deems necessary to accomplish the same.
Right of Refusal. Sales Factory may, in its sole discretion, refuse to assist in the publication of any advertising provided by Client to Sales Factory hereunder if: (i) it does not comply with Sales Factory's (and/or the particular publisher's) specific formatting, editorial, and/or publishing guidelines; (ii) it believes in good faith that the publication of such ad copy violates any applicable law, rule, or regulation (including without limitation any federal regulations such as Section 5 of the FTC Act, Section 43(a) of the Lanham Act, the Copyright Act of 1976, and the CAN-SPAM Act), and/or (iii) it believes in good faith that such ad copy does not comply with reasonable moral standards promulgated by either the Sales Factory, the applicable publisher, and/or society in general. Notwithstanding the foregoing, Sales Factory shall, prior to any such refusal, provide Client with written notification detailing the reason(s) associated therewith, in order to provide Client with the opportunity to conform the ad in question to Sales Factory's reasonable specifications.
Legal Compliance with Advertising Laws, Rules and Regulations. Client acknowledges that it is Sales Factory's business policy to conduct advertising campaigns in a manner so as not to: send unsolicited (i.e., spam) email to recipients (unless authorized by Federal law), promulgate advertising that is, in any way, false or misleading, misuse or misappropriate another party's intellectual property and/or other third party rights of any kind, send obscene messages to any recipients, and/or use email or any other medium to conduct illegal or immoral activities of any kind as per current, applicable law. Client and Sales Factory both agree not to take any actions inconsistent with this policy, and to make all of its employees and agents aware of such policy in order to ensure compliance herewith. Client further agrees that it will cooperate with Sales Factory in all reasonable respects in its efforts to respect any recipient's privacy wishes and requests to be unsubscribed from receiving email.
Non-Solicitation. Client shall not solicit or retain the services (either on a part-time or full-time basis) of Sales Factory's employees, independent contractors, and/or consultants during the Term and for two (2) years thereafter. This restriction shall not apply to the engagement of those employees, independent contractors, and/or consultants who have ceased to provide services (either on a full or part-time basis) to Sales Factory for at least one consecutive (1) year prior to any such solicitation or retention. Client agrees that Sales Factory's remedy at law for a breach of this Section shall be inadequate, and therefore the Sales Factory shall be entitled to injunctive relief for such breach, without proof of irreparable injury and without having to post a bond, in addition to any other right or remedy it may have.
Each of the following shall constitute a “Default” under this Agreement: (a) Client’s failure pay in full when due any sum due under this Agreement; (b) Client’s failure to pay in full when due any sum due under any other agreement with Sales Factory; (c) Client’s breach of or other failure to comply with any provision of this Agreement, including any of the Terms; (d) Client’s breach of any provision of any other agreement with Sales Factory; (e) Client’s attempted cancellation of this Agreement; (f) Client's insolvency; (g) the commencement of any insolvency or bankruptcy proceeding or reorganization (whether voluntary or involuntary) by or against Client or any guarantor of Client's obligations under this Agreement; (h) the appointment of a receiver or trustee for Client; and/or (i) any assignment for the benefit of creditors made by Client.
Sales Factory’s Rights and Remedies upon Default. Client shall be liable to Sales Factory for all expenses incurred and/or damages suffered by Sales Factory in connection with any Default by Client as well as all fees and compensation due for services rendered. In the event of a Default by Client, Sales Factory shall have the right, in its sole discretion and without prejudice to any other rights or remedies available to it, to do any one or more of the following: (a) immediately suspend performance and/or cancel any unfinished portion of this Agreement and/or any other outstanding contracts or orders with Client; (b) terminate this Agreement, cancel any other contract or order, modify any payment terms, or withhold further delivery of any Services that are not paid for in full; (c) declare immediately due and payable all unpaid amounts for all Services provided under this Agreement and/or under any or all other agreements or orders with Client; (d) render outstanding Services exclusively upon Client’s advance payment or upon Client’s furnishing of security; (e) retain for its sole benefit any advance payment or deposit provided by Client to Sales Factory under this Agreement, which advance/deposit Client shall conclusively be deemed to have forfeited to Sales Factory; (f) commence any and all suits or proceedings against Client to recover all sums due to Sales Factory and/or any and all damages suffered by Sales Factory, which damages may specifically include any and all lost profits and consequential and/or incidental expenses or damages incurred or suffered by Sales Factory; and/or (g) pursue any or all other available remedies as allowed by law. Client agrees to pay all costs, fees and expenses incurred by Sales Factory, including reasonable attorneys’ fees and court costs, associated with the collection or recovery of any amounts owed by Client to Sales Factory. The remedies of Sales Factory provided herein are cumulative and not alternative, and Sales Factory shall have the right to enforce one or more of said remedies or any other remedy Sales Factory may have in whole or in part successively or concurrently. Sales Factory's rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to Sales Factory, under any applicable law.
Limited Warranty; DISCLAIMER. Sales Factory agrees to provide the Services and Deliverables in a manner consistent with the terms set forth in the applicable Work Order. In the event of a breach of this warranty, Client shall notify Sales Factory in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by Sales Factory, Sales Factory will either at its option and in its sole discretion (a) use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Services to perform in accordance with the Work Order, or (b) use commercially reasonable efforts to re-perform the deficient Services. If Sales Factory is unable to correct any identified problem, Sales Factory shall notify Client and Client have the right to terminate this Agreement upon thirty (30) days’ written notice to Sales Factory and Sales Factory will refund Client any amounts specifically received by Sales Factory for the specific non-conforming Services. The foregoing shall be Sales Factory’s sole obligation and exclusive liability, and Client’s sole and exclusive remedy, for any breach of the warranty in this Section 16. AN ACTION FOR BREACH OF THIS LIMITED WARRANTY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND SALES FACTORY MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND/OR DELIVERABLES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SALES FACTORY DISCLAIMS ANY AND ALL WARRANTIES THAT THE SERVICES AND/OR DELIVERABLES OR RESULTS OF THE USE THEREOF ARE OR WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT. SALES FACTORY MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, SALES FACTORY SHALL HAVE NO LIABILITY WITH RESPECT TO THE SERVICES OR THE DELIVERABLES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE, FOR ANY LOST PROFITS OR REVENUES OR FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND THE COST OF COVER) HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF SALES FACTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SALES FACTORY WHETHER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OTHERWISE, UNDER ANY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND THE COST OF COVER) HOWEVER CAUSED, EXCEED THE AMOUNT OF FEES PAID TO SALES FACTORY (BUT SPECIFICALLY INCLUDING ANY OTHER CPMENSATION SUCH AS EXPENSES OR AD BUYS) BY THE CLIENT IN CONNECTUIN WITH THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ESSENTIAL PURPOSE OF THIS PROVISION AND THE LIMITATIONS OF WARRANTY ABOVE IS TO LIMIT THE LIABILITY OF SALES FACTORY ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SUCH LIMITATIONS ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE PERFORMANCE OF SERVIC, AND THAT IN THE ABSENCE OF SUCH LIMITATION, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. No sales representative or other person is authorized to give any additional warranties on Sales Factory's behalf or to assume for Sales Factory any other liability in connection herewith.
Client Representations. Client represents and warrants that it is duly organized, validly existing and in good standing in its state of incorporation, and has full power and authority to enter into this Agreement and fulfill its obligations hereunder. Client further represents and warrants that the information and materials provided by it hereunder, when used as authorized: (a) are complete, true, and accurate in every respect; (b) do not violate any applicable law, rule, or regulation (including any and all applicable advertising regulations); and (c) do not violate the rights of any person or entity in any way (including without limitation any intellectual property, privacy, defamation, or publicity rights).
Client agrees to indemnify, defend and hold harmless Sales Factory, its affiliates, and all of their respective directors, officers, employees, agents, successors and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney's and accountant's fees), claims, suits, actions, judgments or other liability asserted against or incurred by Sales Factory arising out of (a) Client's breach of its obligations under this Agreement or under any other agreement or arrangement with Sales Factory, (b) Client's negligence or misconduct, (c) Client's misuse of any of the Services or Deliverables, or (d) infringement or other violation of Sales Factory’s or Sales Factory’s affiliates’ intellectual property rights.
The failure of Sales Factory to enforce any of the provisions of this Agreement shall not be construed as or constitute a waiver of Sales Factory's right to enforce each and every provision of this Agreement.
Client shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Sales Factory, and any attempt to do so will be ineffective and constitute a Default. This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect to this Agreement.
Independent Parties. Sales Factory and Client are independent parties and nothing in this Agreement shall make either party an agent, partner, joint venturer, or legal representative of the other.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
If any provision or part of a provision of this Agreement is declared invalid, illegal, or unenforceable under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
Governing Law; Jurisdiction; Venue; Fees. This Agreement, as well as any dispute between Client and Sales Factory concerning any Services, shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. Client and Sales Factory agree that, except as expressly provided below, the proper and exclusive venue for any actions, claims or disputes arising out of or related to this Agreement or the breach thereof, or any Services, shall be in the state and/or federal courts located in Guilford County, North Carolina, and each party waives any objections or defenses to such venue and/or such courts' exercise of personal jurisdiction over them and hereby submit to the exercise of personal jurisdiction over them by such courts. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s reasonable attorneys’ fees, which shall be no less than its actual and reasonable attorneys’ fees.