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Terms and Conditions of Services
Terms and Conditions of Services |
This agreement (“Agreement”) is by and between South Coast Marketing & Events, Inc. dba South Coast Marketing & Events (hereinafter referred to as “Company.”) and “Client” (identified on Page 1 of this Agreement, and provides as follows:
Method of Performance:
Client agrees to engage to provide certain consultation services and information as is described in more detail on page 1, including any products provided or created as a result or arising out of the provision of said Services (collectively, “Services”) to Client (identified on page 1 of this Agreement as the “Client”). Client expressly agrees that Company is to provide only such Services as stated on Page 1 of this Agreement (including the provision of products, which may include intellectual property rights). Unless otherwise indicated in this Agreement, Client agrees to pay Company any and all costs, charges and fees for all labor, supplies, goods and materials expended or furnished by Company or arising out of the Services or this Agreement, including the value of any specified intellectual property rights, upon presentation to Client of an invoice for all Services provided through the date of such invoice. Client agrees that all unpaid amounts not paid as agreed will accrue interest at the highest rate allowed by law from the date the invoice is presented.
Additional Services:
Company and Client herein agree that this Agreement may be subsequently amended, but only in writing. Any such additional services shall be provided at Company’s stated or agreed rates, or for other consideration expressly agreed to, and Client agrees to pay therefore immediately upon receipt of an invoice thereof.
Termination and Breach:
In the event that Client fails to pay as required under this Agreement, in addition to all remedies available at law or in equity, Client expressly agrees that Company has the right to hold as security for payment -- without obligation to Client – any intellectual property rights arising out of or relating to the Services, including until such time as Client makes all required payment or consideration required under the agreement, regardless of the nature of the payment or consideration agreed to. The parties agree that any party to a collection action of any kind shall be entitled to recover its costs and expenses, including but not limited to its reasonable attorney’s fees.
Limitation on Claims/Limits On Damages:
The parties expressly agree Client must notify and file suit against Company on any claim relating to the Services or any products arising out of or relating to the Services within (6) six months of Company delivering the Services to Client. Moreover, even if every other provision of this Agreement is deemed invalid, unenforceable or inapplicable, Company’s liability, including on claims of subrogation, for loss or damage to any persons or property arising out of this Agreement shall be limited to the cost of the Services appearing on the invoice giving rise to the claim or $1,000, whichever is the lesser amount, even if Company and/or its agents and/or employees are found to be partially or solely negligent.
Warranties and Exclusions:
Client agrees that Company has excluded any and all warranties express or implied except those expressly provided under this Agreement, including but not limited to the implied warranties of workmanlike performance, merchantability and fitness for a particular purpose. Any warranties on the products provided by Company during the course of the provision of any Services that are not created or manufactured by Company are those made by the manufacturer or dealer, not Company. Client agrees that Company has not made any warranties whatsoever regarding the Services or any products sold or used to provide the Services.
DISPUTE RESOLUTION:
Except with respect to an action to collect on unpaid invoices, the parties expressly agree that to have all disputes, suits or claims arising out of or relating to this Agreement fully and finally decided by binding arbitration pursuant to the rules and procedures of the American Arbitration Association (“AAA”) in Orange County, California. The parties expressly waive their right to a trial by jury and the right of appeal. The parties further agree that this Agreement shall be enforceable and any court having jurisdiction may enter a judgment upon any award rendered by the arbitrator(s).
Warranty of Authority/Parties to Agreement:
Each party signing this Agreement warrants that he, she or it has the authority to bind the parties on whose behalf he, she or it is executing this Agreement, including those acting as agents or assignees of a party. Client agrees that all rights and obligations under this Agreement shall be binding upon Client’s heirs, successors, assigns, insurers, principals, agents, employees, guests and family members. This Agreement shall inure to the benefit of and be enforceable by Company and its respective successors and assigns.
Integration Clause:
This Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter hereof, and it supersedes and replaces any and all prior negotiations and agreements of any kind or nature whatsoever, written or oral.
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