Last Updated December 27, 2023

Zolzman, Inc. dba Inflow (“Company”) requires users of its services, including any entity executing a scope of work document (“Customer”) that references these terms to accept and adhere to these terms and conditions (the, “Agreement”). This Agreement governs the purchase and use of Company’s services and is accepted by executing an order form that references this Agreement or by using or accessing Company’s services. Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the services following such period, the updated Agreement will be deemed accepted. 

Master Services Agreement

This Master Services Agreement (“Agreement”) is hereby entered into between Zolzman, Inc, doing business as Inflow (“Company” or “We”) and the undersigned party (“Client” or “Customer” or “You”). This Agreement shall apply to the purchase of any and all marketing services (hereinafter collectively referred to as “Services”).

Services

Company agrees to provide Client with Services as described in this Agreement and specifically outlined in one or more attached Scopes of Work. Unless the parties agree in writing, the Company is not responsible for any website design, website development, programming or copywriting.

Fees

Client agrees to pay Company the fee(s) as stated in this Agreement and any attached Scope of Work. All fees must be paid in US Dollars. Any applicable initial deposits must be received by Company prior to commencing the Services. Credit card information will be collected from the Client upon signing the Agreement. Client agrees to pay a late fee equal to ten (10) percent of its unpaid balance to not exceed $500 for any late payment to Inflow. In addition, Client agrees that any late balance, including late fees, will accrue interest at a rate of 1.5% per month.

Effective Date 

This Agreement shall become binding on the date the Agreement is signed. 

Term 

Each Scope of Work has its own specific term. The term of the Master Services Agreement will be from the Effective Date until it is terminated according to the Termination section below.

Termination
This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other. If Client terminates this Agreement, or any specific Scope of Work, for convenience, then Client shall be responsible for payment for Services rendered to date as well as any other payments as agreed to in any Scopes of Work. Either party may terminate this Agreement upon written notice if the other party fails to perform any of its obligations or otherwise breaches this Agreement and such failure or breach continues for a period of ten (10) days after receipt by the breaching party of written notice from the non-breaching party specifying such default. Upon any termination, each party will promptly return the Confidential Information of the other party. The confidentiality and indemnification obligations of this Agreement, along with the limitations of liability, ownership, dispute, governing law and venue provisions will survive termination.

Confidentiality Obligations
In connection with this Agreement, each party may have access to information that the other party regards as confidential or proprietary  (“Confidential Information”).  Confidential Information includes information of a commercial, proprietary or technical nature disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), including information belonging to the Disclosing Party, any entity that controls, is controlled by, or is under common control with that party (“Affiliates”), or their respective partners or customers pertaining to past, present and future strategies, finances, customers, suppliers, technology, and business, and any other nonpublic proprietary information that is marked as confidential or that a Receiving Party should reasonably understand to be confidential or proprietary. Confidential Information does not include information which is (i) generally known to the public when received by the Receiving Party or which subsequently becomes generally known to the public through no fault of the Receiving Party; (ii) is already known to the Receiving Party at the time of its disclosure and is not the subject of an obligation of confidence of any kind; (iii) independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (iv) rightfully received by the Receiving Party from a third party without an obligation of confidence.

Each party will hold all Confidential Information disclosed by the other party in confidence, using the same degree of care that it uses to protect its own Confidential Information of like importance, but not less than a reasonable degree of care under the circumstances. The Receiving Party shall use the Confidential Information solely for the benefit of the Disclosing Party and for no purpose other than in furtherance of this Agreement, and shall not directly or indirectly disclose or transfer the Confidential Information to any third party.  Each party may, however, disclose Confidential Information on a “need-to-know” basis under an obligation of confidentiality to its employees and professional advisors, provided that such employees and advisors are bound to comply with confidentiality provisions at least as restrictive as the provisions of this section.  The Receiving Party may disclose Confidential Information pursuant to legal, judicial, or administrative proceeding or otherwise as required by law; provided that if not prohibited by applicable law the Receiving Party shall give reasonable prior notice to the Disclosing Party and shall in no way prevent Disclosing Party from obtaining protective or other appropriate confidentiality orders and shall comply with any valid protective order obtained by the Disclosing Party, and further provided that a required disclosure of Confidential Information to an agency or court does not relieve the Receiving Party of its confidentiality obligations with respect to any other party.  In the event of any misappropriation or use by others of Disclosing Party’s Confidential Information while in the possession of Receiving Party, Receiving Party shall promptly notify Disclosing Party in writing regarding the nature and extent of such breach and take reasonable steps to mitigate any damage therefrom.

If the Receiving Party or any of its employees or professional advisors breach the confidentiality obligations set forth in this Agreement, irreparable injury may result to the Disclosing Party or third parties entrusting Confidential Information to the Disclosing Party. Because the Disclosing Party’s remedies at law may be inadequate, the Disclosing Party shall be entitled to an injunction to restrain any continuing breach and any other rights and remedies that it may have at law or in equity.

Ownership

Company agrees that all works of original authorship, copyrightable material, notes, records, drawings, designs, inventions, code, schematics, data, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to practice by Company during the term of this Agreement, solely or in collaboration with others, that relate in any manner to any Services performed by Company hereunder, are conceived of in the course of performing the Services or are suggested by the Services, result from the use of Confidential Information or other Client materials, or otherwise arise directly or indirectly out of this Agreement (collectively, “Inventions”), are the sole property of the Client. All Inventions that Company conceives, reduces to practice, develops or has developed (in whole or in part, either alone or jointly with others) shall be the sole property of the Client and its assigns to the maximum extent permitted by law (and to the fullest extent permitted by law shall be deemed “works made for hire” as that term is used in connection with the US Copyright Act). Company also agrees to irrevocably assign (or cause to be irrevocably assigned) and hereby irrevocably assigns to the Client all right, title and interest in all Inventions and any copyrights, patents, trademarks, trade secrets, mask work rights, moral rights and intellectual property and other rights (“Intellectual Property Rights”) relating to all Inventions. Company shall promptly disclose and deliver to Client all Inventions, and agrees to take all reasonable steps that may be necessary to assist Client, or its designee, at the Client’s expense, to complete the transfer of and secure the Client’s rights in the Inventions and Intellectual Property Rights in any and all countries.

Indemnification

Each party shall indemnify and hold harmless the other party, its Affiliates, and their respective owners, directors, officers, agents, subcontractors or other partners, and employees, from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by the indemnitee as a result of any third party claim, judgment, or adjudication against the indemnitee to the extent related to or arising from (a) a claim that the indemnitee’s use of any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound or otherwise) provided by the indemnifying party (the “Content”) infringes the intellectual property rights of a third party; or (b) the gross negligence, fraud, or willful misconduct of the indemnifying party; or (c) any breach or nonperformance of this Agreement by the indemnifying party . Such indemnification shall apply unless such claim, damage, liability, cost or expense results solely from the gross negligence or willful misconduct of the party seeking indemnification. To qualify for such defense and payment, the party seeking indemnification must: (i) give the other party prompt written notice of a claim; and (ii) allow the indemnifying party to control, and fully cooperate with the indemnifying party in, the defense and all related negotiations; provided that no settlement shall be entered into which in any manner admits liability or requires any payment or action by an indemnitee without that indemnitee’s prior written consent.

Warranties

Each of the parties represents and warrants to the other that in performing pursuant to this Agreement, it will comply with all applicable laws, rules, and regulations. Company represents and warrants that (a) Company has sufficient personnel, administrative organization, economic capacity and the necessary skills, training, and experience to perform the Services, and (b) the Services will be performed in a professional, workmanlike, and timely manner in compliance with this Agreement and the specifications and descriptions set forth in the applicable Scope of Work. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

Third-Party Recommendations

Company, in the course of delivering any scope of work covered by this Agreement, may recommend third party tools, platforms or other technology. Client acknowledges that these recommendations are provided as a courtesy to Client but that at all times Client is responsible for vetting and contracting with third party solution providers and Inflow makes no representations or warranties about any third party recommendations and Company shall have no liability for the actions of any third party recommended by Inflow. 

Relationship of Parties

It is agreed between the parties hereto that Company is retained and engaged by the Client only for the purposes and to the extent set forth in this Agreement, and Company’s relationship to the Client during the Term shall be that of an independent contractor in the performance of each and every part of this Agreement. Company shall not be considered by reason of any of the provisions of this Agreement or otherwise as having “employee” status. The parties agree that nothing contained in this Agreement establishes or constitutes or will be construed as establishing or constituting a partnership or agency or employment agreement between the parties. Further, the parties acknowledge that this Agreement does not establish or constitute a joint venture between the Company and Client. Notwithstanding any other provision of this Agreement, neither party to this Agreement has or may interfere with or assume the right to direct or control the time, manner, and method of executing the work of the other party; provided, however, that this contract provision in no way waives the right of either party to require definite results from the other party in conformity with the terms of this Agreement. Neither party shall have any authority to bind the other by any promise or representation, whether written or oral, express or implied, made by it.  

Assignability

Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

Use of Material for Promotional Purposes

After review and Client’s written permission, Client grants Company the right to use its work in producing Services for promotional purposes. Client grants Company the right to list, reference or otherwise identify Client as a client of Company in Company’s advertising and marketing.

Disputes

Client and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Except as provided herein, no civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement may be commenced until the matter has been submitted for mediation. Either party may commence mediation by providing to the other party a written request for mediation. The parties agree that venue for such mediation and any subsequent civil proceedings shall be State of Florida. The parties will cooperate with one another in selecting a mediator and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. Neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session. The provisions of this clause may be enforced by any Court of competent jurisdiction in State of Florida, and the prevailing party shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees. 

Limitation of Liability

IN NO EVENT SHALL COMPANY, ITS EMPLOYEES, CONSULTANTS, SUBCONTRACTORS, OFFICERS OR DIRECTORS (COLLECTIVELY REFERRED TO AS “COMPANY”) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF LOSSES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES). COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 3 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY.

Miscellaneous

1. This Agreement supersedes any prior written or oral agreements between the parties.
2. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
3. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
4. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
5. To the extent any provision or term in this Agreement conflicts with a provision or term in any other Agreement or Scope of Work, such provision or term set out in this Agreement shall prevail.
6. This Agreement shall be governed by the laws of the State of Florida.

Non-Solicitation of Employees

Client and company agree that during the term of this Agreement and for a period of twenty four (24) months after the expiration and non-renewal or termination of this Agreement, they shall not solicit or attempt to solicit any employee or consultant of the other party. The parties further agree that a violation hereof shall entitle the non-violating party to claim the amount of $100,000.00 as liquidated damages.