Subscription Agreement

Third Cup Creative Subscription Agreement

Third Cup Creative LLC (“Third Cup Creative”) provides website design and management services subject to the terms and conditions outlined in this subscription agreement (the “agreement”). Please read the terms of this agreement carefully. As used in this agreement, “you” and “your” refer to the person or entity using the service. Third Cup Creative and you are collectively referred to as the “parties” and individually as a “party.” This agreement is effective as of the date you click the “subscribe” button (the “effective date”).

By clicking the “subscribe” button, you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, click “cancel.” Notwithstanding the foregoing, using Third Cup Creative services indicates your acceptance of this agreement.

1. Services and Obligations of the Parties

1.1 The Services. Third Cup Creative will provide services to Client related to the Client’s website design, development, and management, (“Services”). The Services are outlined in more detail in one or more Product Descriptions within your Third Cup Creative subscription plan. Any services that are not included or described in an applicable Product Description will be outside the scope of the Services.

1.2 Third Cup Creative Obligations. Third Cup Creative will provide the Services in a professional, diligent, and commercially reasonable manner, and always aim to adhere to project deadlines. Third Cup Creative reserves the right to hire personnel to assist in performing the Services. Third Cup Creative will remain responsible for the performance of and payment to each such person, and for their compliance with the terms and conditions of this Agreement. Client acknowledges and agrees that Third Cup Creative will be free to provide services similar to the Services to other parties, even if such engagement may be competitive with Client.‍

1.3 Client Obligations. Client acknowledges that the successful completion of deliverables will require Client’s assistance, and full, timely, and accurate performance of its obligations set forth in this Agreement and any applicable Scope. Client will: (a) cooperate in all matters relating to the Services; (b) provide access to Client’s facilities, documents, databases, and personnel as may be reasonably necessary for Third Cup Creative to provide the Services; (c) provide complete and accurate copies of materials or information that Third Cup Creative may request to carry out the Services in a timely manner; and (d) respond promptly to any requests that are reasonably necessary for Third Cup Creative to perform the Services in accordance with this Agreement.

1.4 Effect of Delays. Third Cup Creative shall not be deemed in breach of its obligations under this Agreement, or otherwise liable for any costs, charges, or losses sustained or incurred by Client if Third Cup Creative’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or any of its Representatives. In no event will Third Cup Creative be subject to any liability, including without limitation, liability for any consequential, incidental, or other damages, resulting from deadline adjustments, postponements, or terminations that are in any way caused by Client’s acts or omissions.

2. Term and Termination

2.1 Subscription. You agree to pay Third Cup Creative for uour chosen subscription according to the prices set forth on Your subscription selection, which are expressly incorporated into this Agreement. Third Cup Creative will charge Your credit card for Your chosen subscription plan monthly, beginning on the Effective Date and recurring each month thereafter. You agree to pay all fees and charges incurred in connection with Your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Third Cup Creative may require additional verifications or information from You before accepting any order. You agree that Third Cup Creative may change the prices of the subscription without Your consent. Third Cup Creative agrees to give you a thirty (30) calendar day written notice of any changes to the prices of the subscription tiers.

2.2 Late Fees. If Client fails to pay all or any portion of fees owed for more than thirty (30) days from the date on the applicable invoice (“Outstanding Balance”), Client will be charged an additional monthly fee equal to the ten percent (10%) of the total Outstanding Balance. Third Cup Creative also reserves the right, in its sole discretion, to suspend all work related to the Services until any Outstanding Balance and applicable Late Fees are paid in full.

3. Confidentiality

3.1 Confidential Information. Both parties agree that each shall treat as confidential the terms and conditions of this Agreement, and all information provided by each party to the other regarding its past, present, and future business affairs, operations, plans, intellectual property, trade secrets, know-how, practices, and commercial strategies. All confidential information provided by a party under this Agreement shall only be used by the other party for the purpose of rendering or obtaining the Services, or otherwise as expressly permitted under this Agreement. Each party shall hold the confidential information of the other party in strict confidence, and shall not disclose any confidential information to any third party without the other party’s prior written consent. The confidentiality restrictions in this Section shall not be applicable to any information that is or becomes publicly available other than through a breach of this Agreement. The obligations set forth in Section 4.1 will continue during the Term and for one (1) year after the Termination Date.

4. Ownership of Deliverables; Intellectual Property Rights

4.1 Definitions. For the purposes of this Agreement:

(a) “Client Materials” means any documents, data, information, specifications, content, photographs, and other materials that Client provides or makes available to Third Cup Creative for use in connection with this Agreement.

(b) “Deliverables” means all completed work product, designs, content, videos, and other materials that are prepared by or on behalf of Third Cup Creative in the course of performing the Services and accepted and paid for by Client, including any items identified as such in each Scope.

(c) “Intellectual Property Rights” means any rights associated with intellectual property, including (i) rights in patents and inventions, (ii) trademarks, service marks, trade names, logos and corporate names (in each case, whether registered or unregistered), including all associated goodwill, (iii) copyrights (registered or unregistered) and works of authorship, (iv) computer software, data, databases and documentation thereof, (v) trade secrets, and (vi) all rights, remedies against infringements and rights to protect such interests.

(d) “Third Cup Creative Materials” means all documents, data, know-how, methodologies, tools, processes, systems, and other materials that are created, developed, or acquired by Third Cup Creative independently of this Agreement. Third Cup Creative Materials also includes any work product created or prepared by Third Cup Creative in connection with performing the Services that are not accepted or used by Client and/or not included as part of the final Deliverables.

4.2 Ownership of Deliverables. Upon submitting payment in full for the Services in accordance with this Agreement and any applicable Scope, Client is, and will be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all associated Intellectual Property Rights. Third Cup Creative agrees that any Deliverables that may qualify as “work made for hire” are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” Third Cup Creative hereby assigns all right, title, and interest in and to the Deliverables, including all associated Intellectual Property Rights.

4.3 Third Cup Creative Materials. Third Cup Creative and its licensors are, and will remain, the sole and exclusive owners of all right, title and interest in and to the Third Cup Creative Materials, including all associated Intellectual Property Rights, and the processes by which it provides the Services. Third Cup Creative hereby grants Client a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and reproduce Third Cup Creative Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables, solely to the extent reasonably required in connection with Client’s use of the Deliverables. Third Cup Creative expressly reserves all other rights in and to the Third Cup Creative Materials. Client shall not, directly or indirectly, reverse engineer, deconstruct, disassemble, otherwise attempt to discover, recreate, or re-use the processes, ideas, or know-how related to any Third Cup Creative Materials or Third Cup Creative’s Services.

4.4 Client Materials. Client and its licensors are, and will remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all associated Intellectual Property Rights. Client hereby grants Third Cup Creative a royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify and create derivative works and improvements of the Client Materials in order to develop the Deliverables and perform the Services.

5. Miscellaneous

5.1 Relationship of the Parties; No-Exclusivity. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. No exclusive relationship between the Parties is formed by this Agreement or otherwise. Either Party may engage or be engaged by a third party to this Agreement in a similar relationship to the relationship contemplated under this Agreement.

5.2 Assignment. Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Any purported assignment or delegation in violation of this Section is null and void. This Agreement will be binding upon the successors and permitted assigns of the parties to this Agreement.‍

5.3 Force Majeure. Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any milestone or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

5.4 Entire Agreement; Amendment. This Agreement, together with all applicable Scopes and/or Change Orders, which are incorporated by reference, constitutes the sole and entire agreement of the parties, and supersedes all prior and contemporaneous writings, negotiations, or discussions relating to the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and those of any Scope, the most recent Scope will govern. This Agreement and any Scope may not be modified or amended except in a writing signed by an authorized officer of each party.‍

5.5 Notices. Except as otherwise provided in this Agreement, notices given pursuant to this Agreement will be sufficient if given in writing, delivered by email with confirmation of receipt, hand delivered, or sent to each party’s respective business address listed below: THIRD CUP CREATIVE LLC 15511 Sagefield Drive, Huntersville, NC 28078

5.6 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement will operate or be deemed as a waiver of any such right or remedy. The waiver of a breach of this Agreement will in no event constitute a waiver as to any other breach or prevent the exercise of any right under this Agreement.

5.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of Client and Third Cup Creative, and their respective Representatives and permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. 8.8 Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, that provision may be severed from this Agreement by a court of competent jurisdiction, and such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement.

5.9 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina. The state and federal courts in the state of North Carolina, will have jurisdiction over any claim brought under this Agreement, and the parties hereby consent to the personal jurisdiction of such courts. The parties shall attempt to resolve any dispute or claim arising under or in connection with this Agreement in good faith.

6.10 Survival. Provisions of these terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement and any applicable Scope including, but not limited to, Section 3 through 10 of this Agreement. In addition, Third Cup Creative will be entitled to receipt of pro rata payment for Services rendered prior to termination.

‍5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution by electronic or digital signature will have the same force and effect as execution of an original, and any such signature will be deemed an original and valid signature.

5.12 Code of Ethics, Conduct & Values. Third Cup Creative does not tolerate racist, supremacist, sexist, misogynist, homophobic, transphobic, discriminatory, inappropriately sexual, or other unethical conduct or language by clients either toward our team members or expressed publicly. Violations of this policy will result in the ceasing of work and services and the termination of our contract.

5.13 Ethical Content Creation Policy. Third Cup Creative will not create or post content on behalf of clients that is racist, supremacist, sexist, misogynist, homophobic, transphobic, discriminatory, inappropriately sexual, or otherwise unethical in nature regardless of an expressed request from the client to do so. Should a client persist in these requests, Third Cup Creative will cease work for the client and terminate the contract.

v1 Jan 8, 2024 2:03 PM