Logomotive Engine Master Services Agreement

Updated December 4, 2023

This Agreement is entered into and is effective as of the Effective Date by and between

Logomotive Engine, P.O. Box 1742, Liberal, KS 67905 (“Company,” “Provider,” “Us,” “We,” “Our”)

and

Client Named on Statement of Work (“Client,” “You,” “Your”), altogether “Parties.”

WHEREAS Company offers services in accord with the terms of this agreement (“Agreement”), and

WHEREAS Client seeks the services provided by Company.

NOW THEREFORE, in consideration of the mutual promises and benefits contained in the Agreement, the Parties hereby agree as follows:

1. ENTIRE AGREEMENT. This Agreement constitutes the final and entire agreement and understanding between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, representations, conditions, and or understandings, whether written or oral, between the Parties, and is subject to no agreements, conditions or representations that are not set forth herein.

2. ELIGIBILITY; AUTHORITY. Services are available only to those who can form legally binding contracts under applicable law. By using our Services, you represent and warrant that you are at least eighteen (18) years of age and/or otherwise recognized as being able to form legally binding contracts under applicable law.

If you are entering into this Agreement on behalf of a partnership or corporate entity, you represent and warrant that you have the legal authority to bind such partnership or corporate entity to the terms and conditions contained in this Agreement, in which case the terms “Client,” "you," or "your" shall refer to such corporate entity. If, after your acceptance of this Agreement, Provider finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Provider shall not be liable for any loss or damage resulting from Provider’s reliance on any instruction, notice, document or communication reasonably believed by Provider to be genuine and originating from an authorized representative of your corporate entity. Provider reserves the right, but is not required, to request additional authentication from you if Provider questions the authenticity of any such instruction, notice, document or communication.

3. ACCOUNTS. In order to utilize our Services, you will have to create an account (an “Account”). You represent and warrant to Provider that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Provider has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Provider reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure. For security purposes, Provider will be issued a Security Code / PIN by you to verify the ability to make account alterations. You must notify Provider immediately of any breach of security or unauthorized use of your Account. Provider will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Provider or others incur caused by your Account, whether caused by you, by an authorized person, or by an unauthorized person.

4. SERVICES AND USE THEREOF

Company shall provide services (“Services”) as described more fully in a Statement of Work (“SOW”), which will be signed and/or electronically accepted by Client and Company and appended to this Master Agreement.

Subject to full compliance with the terms of this Agreement, Provider shall provide certain services which may include, but are not limited to, the formation, designing, hosting, storage, management, sharing and linking of media and/or document files including, but not limited to, text, messages, information, data, graphics, photographs, images, illustrations, animations, software, audio and video on, including but not limited to, your website, app and social media pages ("Services").

You agree Provider has no control of availability of the Services on a continuous or uninterrupted basis and that there may be times when Services may be inaccessible or inoperable for any reason, including, but not limited to, equipment malfunctions, Internet failures, propagation of services, electrical power failures, riots, insurrections, civil disturbances, fires, floods, storms, explosions, acts of God, war, terrorism, government actions, court orders, non-performance of third-parties, periodic maintenance procedures or repairs that Provider may need to complete from time-to-time, or events beyond the control of Provider or that are not reasonably foreseeable by Provider, including but not limited to, interruption or failure of telecommunication or digital transmission links or network congestion. The foregoing is not intended to limit or modify the Limitations of Liability provisions contained herein.

Note that some of the Services offered may be provided only to those who purchase those Services and Provider may charge Fees for such Services. All Services are provided “as is,” “where is,” and “without faults” and Provider assumes no responsibility for any failure in providing the Services, including but not limited to, those offered through the aid of independent contractors and/or third parties. Provider may change, suspend or discontinue any or all of the Services or any Content for any reason, at any time at its sole discretion, including the availability of any feature or part of the Content. Provider may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability.

Client understands that web hosting (“Hosting”) may be conducted through third parties and their servers. Furthermore, Client understands that Provider does not take any responsibility for third-party conduct nor does Provider guarantee Services outside of its control. 

Where appropriate, Client shall specify at least ten keywords or phrases commonly known to the particular industry to Provider to maximize exposure through organic searches on the major search engines. Doing so does not guarantee but rather increases likelihood of exposure through organic searches on the major search engines. The keywords or phrases may be modified at the discretion of Client at any time, and Provider will complete modifications within a reasonable time. Provider may suggest additional keywords or phrases and Content with the intent to maximize exposure through organic searches on the major search engines. Suggestions are just that and constitute no guarantee of any kind. Client understands that Provider does not take any responsibility for third-party conduct nor does Provider guarantee services outside of its control.

Where appropriate, Provider will manage the complete publishing process for your app to the external markets, but we cannot in any way be responsible for the approval of your app to those markets, nor any liability that you may incur from operating your app in the public domain. Republished apps require a republication fee of no less than $99.00 per submission. (Republication fees are subject to change without notice.)

Additional Advertising including, but not limited to, pay-per-click or lead generation Services, print publications, or digital media, are at the discretion of the Client. Client shall pay a base amount for certain Additional Advertising plus any allowance Client would like to utilize for advertising, etc. Provider will credit Client's Account upon receipt of funds and will utilize and deduct those funds at the discretion of Client. Client understands that Provider offers no guarantees for the management and/or results of Additional Advertising, including but not limited to those conducted through third parties. Client understands that Provider does not take any responsibility for third-party conduct nor does Provider guarantee services outside of its control.

5. OBLIGATIONS OF CLIENT

(A) Client shall pay Company a fee as described more fully in a Statement of Work (“SOW”). During the term of this Agreement, upon your request and our concurrence, the scope of our engagement may be expanded to cover additional Services at which point a new Statement of Work may be issued to reflect that scope. Client understands that any work performed by Company shall be governed by this Agreement under the same terms and conditions, herein, whether or not a new SOW is required by the Company.

(B) Client shall provide, in a timely manner, all tools, information, and documentation requested by Company in connection with its Services.

(C) Client shall respond within 7 (seven) business days to communications from Company regarding work performed or to be performed under this Agreement.

(D) Client shall leave a webmaster link worded to suit the desires of Company, such as but not limited to, "Website Powered by Logomotive Engine." affixed to their website in the footer during the term of this Agreement with a backlink to https://www.LogomotiveEngine.com. 

6. TERM AND TERMINATION

This Agreement shall govern ALL work completed for the periods as denoted on each respective Statement of Work (“SOW”) and shall commence on the Effective Date on each individual SOW, and may be renewed by the parties thereafter or as stated within each individual SOW, and/or may be supplemented via additional SOWs. This Agreement shall remain in effect for any work performed and/or completed by Company for Client, whether any additional SOWs are appended or otherwise.

Unless stated otherwise, herein, or on your SOW, you may continue to purchase eligible Services at the same rate as previous Installments on a month-to-month basis upon completion of the original Term under the same provisions as disclosed, herein. Any and all Services provided outside of the original Term shall be on a month-to-month basis and shall renew each period commencing on the first day of each respective month, thereafter, which shall constitute the new Effective Date (“Renewal Date,” “Term”). All Services delivered by us to you will continue to be governed by this or the most recently updated Agreement as of the Effective Date and/or Renewal Date of each respective SOW.

If Client fails to respond to communications from Company regarding the work to be performed under this Agreement within 14 (fourteen) days of such communication, then this Agreement and/or any relevant SOWs shall terminate automatically. In the event of such automatic termination, Company will not refund payments made by Client and Company reserves the right to collect any outstanding balances due for any outstanding aggregate costs and/or work performed by Company for Client.

Either party may terminate this Agreement for any reason by providing written seven (7) calendar days notice to the other party. If this Agreement is terminated after Company commences work under this Agreement, any fees due by Client prior to termination are still due and no refunds will be issued to Client, and Company reserves the right to seek compensation for work performed prior to termination plus cancellation costs associated with such termination, if any. If Client has any property or possessions belonging to Provider, Client will account for the same and dispose of in the manner directed by Provider or at the discretion of the Provider if no instructions are given within 14 (fourteen) days of said termination.

7. FEES & PAYMENTS

Client agrees to pay to Provider for all Services provided per the Client's request (“Payment(s),” “Fee(s),” “Installment(s)”). All transactions are processed in U.S. dollars. You agree to pay any and all Fees due for Services purchased from Provider at the time you order the Services and are considered fully-earned by Provider as of the Effective Date on each respective SOW. All Fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. Installments shall be considered received when in the possession of Provider. In the event a dishonored check is issued, Installments shall be considered received when an honored payment method is in the possession of Provider. Failure to make timely Payment, may result in the interruption or loss of Services without prior notice to you, and Provider shall not be liable to you or any third party regarding the same. Provider expressly reserves the right to change or modify its Fees at any time, and such changes or modifications shall be made known by email to the email address on file or by regular first-class mail to the latest updated address on file and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices shall be effective when the Services in question come up for renewal as further described, herein and/or on each respective SOW. Installments shall be payable to LOGOMOTIVE ENGINE at P.O. BOX 1742, LIBERAL, KS 67905 U.S.A., or at another address as Provider may specify in writing to Client. Client further agrees to pay thirty dollars ($30.00) for every dishonored check and/or credit/debit transaction and/or any other form of payment acceptable to Provider and that Provider may pursue all available lawful remedies in order to obtain Payment. You agree that the remedies Provider may pursue in order to effect payment shall include, but not be limited to, immediate cancellation without notice to Client of any Services.

8. LATE CHARGES. If Client fails to pay any Installment or any other amount the date the same is due, Client shall pay Provider a late Fee in the amount of thirty dollars ($30.00) after Installment has become due and remains unpaid for a period of five (5) days. This amount is in addition to any outstanding balance and shall be due immediately with Payment of current late Payment or with next Installment after Payment became due or a combination of the two.

9. CONTENT. Client shall voluntarily furnish Provider with all Content to complete projects specified in each respective SOW. Client warrants that Content including, but not limited to, text, software, scripts, source code, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein are owned by or licensed to Client. You acknowledge and agree that your submitted Content will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations. It is your responsibility to determine the legality of such Content and agree to indemnify Provider of such requirements. Any Content published by Provider is done so at your wishes and you shall remain responsible for any and all Content that is submitted through use of including but not limited to websites, apps, email, and print materials including the requirements and consequences that may arise for such distribution. Your Content submissions do not establish a confidential relationship or obligate Provider to treat your Content as confidential or secret. Provider has no obligation, either express or implied, to develop or use your Content, and no compensation is due to you or to anyone else for any intentional or unintentional use of your Content.

Provider reserves the right, but is not required, to pre-screen Content and decide whether Content is appropriate and/or complies with this Agreement. Provider may remove any Content and/or terminate your access to Services for any material published or to be published in violation of this Agreement, or for otherwise violating this Agreement as determined by Provider in its sole and absolute discretion, at any time and without prior notice. If Provider terminates your access to Services, Provider may, in its sole and absolute discretion, remove and destroy any data and files stored on its or any third-party servers.

Provider reserves the right, but is not required, to back-up and store or save any Content submitted for publication. Client is solely responsible for backing-up and storing and/or saving any Content, whether published or not.

Provider expressly reserves the right to deny, cancel, terminate, suspend, or modify access to or control of any Account or Services that it deems necessary, in its sole and absolute discretion, (1) to correct mistakes made by Provider in offering or delivering any Services, (2) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (3) to comply with applicable local, state, national and international laws, rules and regulations, (4) to comply with requests of law enforcement, including subpoena requests, (5) to comply with any dispute resolution process, (6) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (7) to avoid any civil or criminal liability on the part of Provider, its officers, directors, employees and agents, as well as Provider’s affiliates, if any.

You specifically acknowledge and agree that no oral or written information or advice provided by Provider, its officers, directors, employees, or agents will constitute legal or financial advice or create a warranty of any kind with respect to Services offered, and you should not rely on such information for advice.

10. OWNERSHIP OF INTELLECTUAL PROPERTY

During the course of the work under this Agreement, Client will provide Company with all necessary materials to complete the specified work (“Deliverables”), to be used in connection with Client’s business. All Deliverables created and/or produced by Company and provided by Company under this Agreement and actually used by Client for its business shall be the intellectual property of Client, so long as Client pays all fees due under this Agreement and/or any corresponding SOW Agreements. However, Company retains the right to use or display any and/or all Deliverables in its portfolio of work, future educational publications, and in the marketing, advertising, or promotion of Company's services. If for any reason Client does not feel comfortable with having their work included in the Company's portfolio of work, it is the duty of the Client to notify Company.

Company may include in the work produced for Client under this Agreement pre-existing work or materials owned by or licensed to Company. If such work is used in the work produced for Client, such use shall constitute a license to use and distribute such materials.

All Deliverables created and/or produced for and provided to, but not used by the Client, shall remain the intellectual property of Company and/or its original creator/producer and cannot be used by Client for any purpose.

Company is not responsible for trademark searches, trademark registration, copyright registration or any other service related to the protection of legal rights in Client’s Deliverables.

Client hereby indemnifies, saves, and holds harmless Company for any liabilities, damages, losses, costs, or expenses arising out of any claim, demand, or action by a third party alleging infringement arising out of Client's use of Deliverables provided by Company under this Agreement.

11. SERVICES AND USE THEREOF.

Subject to full compliance with the terms of this Agreement, Provider shall provide certain Services which may include, but are not limited to, the formation, designing, hosting, storage, management, sharing and linking of media and/or document files including, but not limited to, text, messages, information, data, graphics, photographs, images, illustrations, animations, software, audio and video as specified in each respective SOW ("Services").

You agree Provider has no control of availability of the Services on a continuous or uninterrupted basis and that there may be times when Services may be inaccessible or inoperable for any reason, including, but not limited to, equipment malfunctions, Internet failures, propagation of services, electrical power failures, riots, insurrections, civil disturbances, fires, floods, storms, explosions, acts of God, war, terrorism, government actions, court orders, non-performance of third-parties, periodic maintenance procedures or repairs that Provider may need to complete from time-to-time, or events beyond the control of Provider or that are not reasonably foreseeable by Provider, including but not limited to, interruption or failure of telecommunication or digital transmission links or network congestion. The foregoing is not intended to limit or modify the Limitations of Liability provisions contained herein.

All Services are provided “as is,” “where is,” and “without faults” and Provider assumes no responsibility for any failure in providing the Services, including but not limited to, those offered through the aid of Independent Contractors or other third parties. Provider may change, suspend or discontinue any or all of the Services or any Content for any reason, at any time at its sole discretion, including the availability of any feature or part of the Content. Provider may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability.

12. LIMITATION OF LIABILITY

In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and,

You acknowledge and agree that any cause of action arising out of or related to the Services offered must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred. In no event shall Provider's total aggregate liability exceed the total amount paid by you for the particular Services that are the subject of the cause of action.

The foregoing provision/section shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this Agreement or your use of Services.

13. WARRANTIES

Company and Client each warrant that they are authorized to enter this Agreement as stated heretofore. Except for this warranty, neither party makes any other warranties, express or implied. Client acknowledges that Company cannot guarantee any particular results or outcomes from the Services provided under this Agreement, including but not limited to those conducted through Independent Contractors and/or other third parties. Client understands that Provider does not take any responsibility for third-party conduct nor does Provider guarantee services outside of its control.

14. CONFIDENTIALITY

Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, finances, accounting, operating, performance, know how, business and process information shall be treated by Company in the strictest of confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified in this Agreement without Client’s express written consent.

Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company's possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client's Confidential Information. Neither party may disclose the terms of this Agreement without the other party s prior written approval, unless such disclosure is compelled by a court of law.

15. INDEPENDENT CONTRACTOR

This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client.

Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity.

Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.

Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company's compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

Company reserves the right to use independent subcontractors or other third-parties to provide services to Client under this agreement. All such independent subcontractors or third-parties shall be bound by the terms of this Agreement, including but not limited to the terms in sections 7 (seven) and 8 (eight) of this Agreement.

16. INDEMNIFICATION.

You agree to protect, defend, indemnify and hold harmless Provider and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature including, without limitation, reasonable attorneys’ fees imposed upon or incurred by Provider directly or indirectly arising from (1) your use of and access to Services or the Services offered; (2) your violation of any provision of this Agreement; and/or (3) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement.

17. GOVERNING LAW; JURISDICTION; VENUE; ARBITRATION; WAIVER OF TRIAL BY JURY. ANY EVENT OF DISPUTE, CLAIM OR CONTROVERSY AMONG THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY AND THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA”) UNDER THE APPROPRIATE RULES AND REGULATIONS TO BE DETERMINED BY PROVIDER AND/OR ARBITRATOR(S). CLAIMS UNDER $10,000 SHALL REQUIRE THE USE OF ONLY ONE NEUTRAL ARBITRATOR, UNLESS OTHERWISE DECIDED BY PROVIDER. THE ABILITY TO ARBITRATE THE DISPUTE, CLAIM OR CONTROVERSY SHALL BE DETERMINED IN THE ARBITRATION. THE ARBITRATION PROCEEDING SHALL BE CONDUCTED IN AS EXPEDITED A MANNER AS IS THEN PERMITTED BY THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. BOTH THE FOREGOING AGREEMENT OF THE PARTIES TO ARBITRATE ANY AND ALL SUCH DISPUTES, CLAIMS AND CONTROVERSIES, AND THE RESULTS, DETERMINATIONS, FINDINGS, JUDGMENTS AND/OR AWARDS RENDERED THROUGH ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES AND MAY BE SPECIFICALLY ENFORCED BY LEGAL PROCEEDINGS IN ANY COURT OF COMPETENT JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES AND THE STATE LAW OF KANSAS, WHICHEVER IS APPLICABLE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. UNLESS OTHERWISE DECIDED BY PROVIDER, THE ARBITRATION HEARINGS SHALL TAKE PLACE IN THE STATE OF KANSAS, COUNTY OF SEWARD. THE COST OF THE ARBITRATION PROCEEDING(S) AND ANY PROCEEDING(S) IN COURT TO CONFIRM OR VACATE ANY ARBITRATION AWARD, AS APPLICABLE, INCLUDING, WITHOUT LIMITATION, EACH PARTY'S ATTORNEYS' FEES AND COSTS, SHALL BE PAID BY THE UNSUCCESSFUL PARTY OR, AT THE DISCRETION OF THE ARBITRATOR(S), MAY BE PRORATED BETWEEN THE PARTIES IN SUCH PROPORTION AS THE ARBITRATOR(S) DETERMINES TO BE EQUITABLE AND SHALL BE AWARDED AS PART OF THE ARBITRATOR'S AWARD. AWARDS PAID BY PROVIDER SHALL BE LIMITED TO ANY AND ALL AMOUNTS PAID IN FOR SERVICES BY CLIENT: CLIENT IS RESPONSIBLE FOR ANY OUTSTANDING BALANCES DUE TO THE APPROPRIATE PARTIES.

YOU AGREE TO WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY ACTION OR PRECEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT AND HEREBY CONSENT TO AND WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS WITH RESPECT TO JURISDICTION AND VENUE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OFFERED MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN NO EVENT SHALL PROVIDER'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.

The foregoing provision/section shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this Agreement or your use of Services.

18. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY. The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that this Agreement shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the Agreement. Each covenant and agreement in this Agreement shall for all purposes be construed to be a separate and independent covenant or agreement. If an arbitrator, arbitration panel, and/or court of competent jurisdiction holds any provision or any portion of a provision of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions or any portions of provisions of this Agreement shall remain unaffected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

19. ASSIGNMENT AND SUBLETTING. Client shall not assign this Agreement or sublet all or any portion of the Agreement and/or Services without on each occasion obtaining the prior written consent of Provider. If Client is allowed to assign or sublet all or any portion of the Services, Client will remain liable for the payment of any and all Installments and the performance of all terms and conditions of this Agreement. Any attempt to assign or sublet without Provider's consent may void and entitle Provider to terminate this Agreement. Provider may at its sole discretion assign this agreement without restrictions or limitations under the same terms and conditions contained, herein.

20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.

21. DEFAULT. Client will be in default of this Agreement upon the occurrence of any one of the following events:

• failure to pay any Installment or any other amount hereunder on the date the same is due;
  
• failure to perform or comply with any other agreement, term or condition of this Agreement;
  
• any misrepresentation or omission of Client or any guarantor made to Provider in connection with this Agreement; or
  
• assignment for the benefit of creditors by, appointment of a receiver for, or any filing of a petition under any bankruptcy or debtor's relief law by or against Client or any guarantor.

22. REMEDIES. Upon any default by Client, Provider may, at its option, terminate this Agreement. Client agrees to pay all costs and expenses incurred by Provider by reason of Client's default including, but not limited to, loss of Payments, future Payments, and attorney's fees. The rights and remedies in this Agreement are cumulative, not exclusive, and are in addition to any other rights and remedies available to Provider at law or equity.

23. NO WAIVER. The failure of Provider to require strict performance by Client of any provision of this Agreement is not a waiver for the future of any breach of the same or any other provision herein. Provider's acceptance of late Installments is not a waiver of any breach by Client.

24. AMENDMENTS; MODIFICATIONS

Provider, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies and/or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of our email notification to the email address on file to you advising you of such changes or modifications or publication of changes to the Logomotive Engine website (LogomotiveEngine.com) or your acceptance of this Agreement after such changes or modifications have been made to this Agreement. Any SOWs with an Effective Date prior to the changes or modifications applied as stated, herein, will remain under the Master Agreement then in effect until the completion of each respective Term.

25. NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving Party if sent by registered or certified mail (first-class mail, postage prepaid, return receipt requested), or (iii) on the date targeted for delivery if delivered by overnight courier, addressed to (a) Company at the address listed in this Agreement, (b) Client at the address listed in this Agreement. Either Party may change the address to which notices are to be sent by written notice of the new address.

26. NEWSLETTERS / EMAIL COMMUNICATIONS (Updated March 27, 2020)

Client hereby agrees to receive routine and regular communications via-email, newsletter, social media or other digital means and/or channels to any and all email addresses on file for the purposes of communications from and between Company, including but not limited to, platform updates, promotional offers, industry news and upcoming events and activities. Client may request in writing to be removed from these communications or by unsubscribing from newsletters and/or other applicable mediums by way of the "Unsubscribe" button or link embedded in emails. 

27. RIDERS. Statements of Work (SOWs), riders and exhibits, if any, attached to this Agreement and signed and/or initialed by the parties are made a part of this Agreement.

28. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. Use of electronic signature, email, or other electronic medium shall have the same force and effect as an original signature.

29. CONTACT INFORMATION. If you have any questions about this Agreement, please contact us in writing at:

LOGOMOTIVE ENGINE / P.O. Box 1742 / Liberal, KS 67905

or at  Email@LogomotiveEngine.com

YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR ANY RESPECTIVE STATEMENTS OF WORK (SOWs), ALONG WITH ANY NEW, DIFFERENT OR ADDITIONAL TERMS, CONDITIONS OR POLICIES WHICH MAY BE ESTABLISHED FROM TIME-TO-TIME. THIS IS A BINDING LEGAL DOCUMENT. IF ANY PROVISIONS ARE NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING. CLIENT ACKNOWLEDGES RECEIPT OF A SIGNED COPY OF THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date stated, herein, and/or on each respective Statement of Work (“SOW”).

Logomotive Engine E-Correspondence

If you have questions or concerns, please e-mail us at Email@LogomotiveEngine.com