4. MINIMUM AGE. You must be at least 18 years old to access and participate on this site. You guarantee and warrant you are at least 18 years old and are able to enter into this Agreement from a legal perspective.
5. EMAIL SIGNUPS AND MAILINGS. You have the option, but not obligation, to sigh up and share your email with us. Should you do so, you are agreeing to receive emailings from us of a commercial nature.
7. USER CONTENT. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (”User Content”) to the site, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a permanent, non-exclusive license to use User Content in connection with the operation of the Internet businesses of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
8. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the site, you agree to respect the intellectual property rights of others. Your use of the site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, ”Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
9. INAPPROPRIATE CONTENT. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services; or (d) provides medical advice to other users. Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the site, and, if applicable, to delete any such material from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
10. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, ”Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
11. NO WARRANTIES. WE HEREBY DISCLAIM ALL WARRANTIES. WE ARE MAKING THE SITE AVAILABLE ”AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
12. LIMITED LIABILITY. OUR LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY US. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
14. PROHIBITED USES. We impose certain restrictions on your permissible use of the Site. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, ”flooding,” ”spamming,” ”mail bombing,” ”crashing” or instituting a ”DDOS” attack on the Site; (d) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Site; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site. Any violation of system or network security may subject you to civil and/or criminal liability.
18. NO LICENSE. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by us or by any third party.
19. UNITED STATES USE ONLY. The Site is controlled and operated by Company. The domain of the website is registered in the United States and the Site is hosted in the United States. The intended audience for this site consists of individuals in the United States only. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than Delaware and the United States.
20. AMENDMENTS. Company reserves the right to amend these Terms. Should Company seek to make such an amendment, which we determine is material in our sole discretion, we shall:
(a) Provide you notice by email of said change 15 days prior to the change going into force, and
(b) Publish on the home page the fact an amendment will be made.
Should a court of competent jurisdiction rule this Amendment provision invalid, then this Amendment clause shall be terminated as part of this agreement. All amendments to the Terms shall be forward looking.
The Services Agreement (the “Agreement”) is made and entered into between (“Client”) and ABC Ventures LLC (“Contractor”) on the day of purchase, with offices located 1038 W 18th St Tempe Arizona, 85281. Client and Contractor may be referred to individually as “Party” and collectively as the “Parties.”
WHEREAS, Client engages in the business of Lead generation;
WHEREAS, Client desires to retain the services of Contractor to provide the Services;
WHEREAS, Contractor desires to provide the Services for the benefit of Client; and
NOW, THEREFORE, in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor agree as follows:
a.The Client hereby engages the Contractor to provide the Client with outsourced permission-based LinkedIn lead generation services for Qualified Consumers (“Services”).
b.“Qualified Consumers” shall be the consumers specified by Client in Client’s Materials (as defined in Section 4) provided to Contractor after the Effective Date.
c.Contractor shall use reasonable efforts to acquire customers for client and shall do so in compliance with the scripts approved by and Materials provided by Client.
2. NON-EXCLUSIVE REPRESENTATION. The Parties acknowledge and agree that Contractor is providing services on a non-exclusive basis.
3. CONTRACTOR OBLIGATIONS. Contractor will be responsible for staffing its LinkedIn Agency with trained representatives (“Representatives”) to contact Qualified Consumers.
4. CLIENT OBLIGATIONS. Client shall provide all marketing information and materials to Contractor, including but not limited to training materials, scripting, technology, KPI’s/Metrics expected, pricing offerings, promotional literature and Qualified Consumers to assist Contractor in its performance of Services under this Agreement (“Materials”).
5. TERM AND TERMINATION.
a. Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for one (1) month unless otherwise renewed or terminated as provided herein (the “Initial Term”).
b. Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew on a monthly basis unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless sooner terminated as provided in this Section. If the Term is renewed pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal. If either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate thirty (30) days from notice to terminate.
c. For Convenience. This Agreement may be terminated at any time by mutual agreement of the parties.
d. With Cause. This Agreement may be terminated before the expiration date of the Term on written notice:
i. by Contractor, if Client fails to pay any amount when due hereunder and such failure continues for seven (7) days after Client’s receipt of written notice of nonpayment;
ii. by Contractor, if Client fails to pay any amount when due hereunder more than two (2) times in any six (6) month period;
iii. by either Party, if the other Party materially breaches any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within five (5) business days after the breaching Party’s receipt of written notice of such breach;
iv. by either Party, upon the occurrence of a Force Majeure Event that lasts longer than thirty (30) days; or
v. by either Party, if the other Party (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
e.Effect of Termination or Expiration. Upon the expiration or termination, the Agreement shall be of no further force or effect except with respect to obligations incurred prior to the expiration and termination and those that specifically survive expiration or termination. Payments which are due and owing for Services performed prior to termination or expiration of this Agreement shall remain due and owing to Contractor.
6. REPRESENTATION, WARRANTIES and COVENANTS.
a. The Parties agree to do everything reasonably necessary to ensure the terms of this Agreement take effect and are met in a timely and professional manner.
b. Each Party shall comply with all applicable federal, state and local laws, statutes, rules, and regulations and any other governmental or quasi-governmental rules and regulations in regard to this Agreement.
c. Each Party represents that it has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.
7. FEES. Compensation for Services (“Fees”) are set forth in the accompanying Fee Addendum.
a. Invoices are due on receipt and sent monthly. In the event that invoices become seven (7) days’ past due, Contractor shall charge interest on the unpaid balance at the rate of ten percent (10%) per annum.
b. Any sales tax and duties required by law will be charged to the Client in addition to the Fees.
c. Client may pay by wire transfer, credit card payment (additional three percent (3%) will be added to total invoice amount), or direct deposit ACH.
d. Services will be suspended after seven (7) days of non-payment. Client will be responsible for any costs incurred by Contractor collecting late payment, including reasonable attorney’s fees and costs. After ninety (90) days of non-payment of Fees, the account may be sent to collections with additional fees.
a. As used in this Agreement and subject to the next sentence, the term “Confidential Information” means: (i) any information that has been marked as “confidential” or “proprietary”; (ii) information whose confidential nature has been made known by the disclosing party to the receiving party; or (iii) information that, due to its character or nature, a reasonable person under like circumstances would treat as confidential, such as call recording and Client’s Materials. Notwithstanding the foregoing, Confidential Information shall not include any information that: (a) was in the receiving party’s possession prior to the time it was disclosed by the disclosing party; (b) is or becomes available to the general public through no fault of the receiving party; (c) is disclosed to the receiving party without restriction on disclosure by a third party who has the lawful right to disclose such information; (d) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (e) the receiving party is legally compelled to disclose, provided, however, if the receiving party is legally compelled to disclose any information, it shall promptly notify the disclosing party.
b. Each Party shall use the Confidential Information provided by the other Party solely for the purpose of fulfilling its obligations under this Agreement. Dissemination of Confidential Information by the receiving Party shall be restricted to its employees and agents who require access to the Confidential Information so as to enable the receiving Party to fulfill its obligations under this Agreement and to the attorneys, accountants and other professional advisors of the receiving Party. Each Party agrees to take the same degree of care with the Confidential Information of the other Party as the Party takes with its own Confidential Information.
c. Neither Party shall publicize, through the issuance of a press release or otherwise, the existence or terms of this Agreement or the relationship between the Parties created hereunder unless agreed by the other Party or as otherwise required by any applicable law, rule or regulation.
10. INDEPENDENT CONTRACTOR STATUS. The Parties understand and agree that Contractor is an independent contractor and is not an employee of Client and shall not become an employee, agent, partner, servant or representative of Client by virtue of the performance of the Services. Contractor shall not represent itself as an agent of Client by virtue of the performance of the Services. The Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Contractor and Client for any purpose.
11. NOTICES. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties of this Agreement to the addresses in the header of this Agreement or as the parties may specify in the future and shall be delivered via personal service, Federal Express/UPS or other reputable overnight delivery service, or by registered or certified mail, postage prepaid, return receipt requested. Any such notice shall be deemed effective when delivered personally (including Federal Express/UPS, Express Mail, or similar courier service) to the Party for whom intended or three (3) business days following deposit of the same into the United States mail, certified mail, return receipt requested, first class postage prepaid, addressed to such Party at the address set forth above (or at such other address as Party shall designate in writing to the other Party during the term of the Agreement).
a. Each Party shall defend, indemnify and hold the other Party and its affiliates and their respective officers, directors, members, managers, agents, and representatives harmless from and against and all claims, suits, losses, penalties, damages and all liabilities and associated costs and expenses (including attorneys’ fees”) (“Losses”) to the extent such liabilities arise out of, relate to or are in connection with (a) a breach of this Agreement by the indemnifying Party or its employees or agents or (b) the negligence, willful misconduct or wrongful act or omission of the indemnifying Part or its employees or agents.
b. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
c.Notwithstanding anything else contained in this Agreement, Client shall also hold harmless, defend and indemnify Contractor against and federal, state or local law claims (whether threatened, filed in court or arbitration, or otherwise asserted), including but not limited to any damages, expenses, losses, fines, penalties, or other censure limitations, in each case related to or arising out of any allegation by any person or entity, or consumer or federal or state regulator.
d.This indemnification in Section 12 shall survive the termination of this Agreement.
13. DISCLAIMER//LIMITATION OF LIABILITY
a. EXCEPT AS OTHERWISE SET FORTH HEREIN, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES AND/OR EITHER PARTY’S PERFORMANCE UNDER THIS AGREEMENT ARE EXPRESSLY EXCLUDED.
b.IN NO EVENT SHALL CONTRACTOR OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO CLIENT OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, COLLATERAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, OR OTHER SIMILAR DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), AND WHETHER OR NOT NOTICE OF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN GIVEN TO SUCH PARTY, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY REGULATORY FINES WHICH ARE IMPOSED AS A RESULT OF CLIENT’S ACTIONS OR INACTIONS. CONTRACTOR SHALL HAVE NO LIABILITY FOR REGULATOR FINES IF ITS AGENTS SHALL HAVE FOLLOWED THE SCRIPT AND MATERIALS PROVIDED BY CLIENT.
c. IN NO EVENT SHALL CONTRACTOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO SECTION 12 - INDEMNIFICATION, BREACH OF CONTRACT, STATUTE, TORT OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CONTRACTOR PURSUANT TO THIS AGREEMENT IN THE THIRTY (30) CALENDAR DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. AMENDMENT/MODIFICATION OF AGREEMENT. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
15. FORCE MAJEURE. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) pandemics; and (j) shortage of adequate power or transportation facilities.
16. ASSIGNMENT. Neither Party will voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, each Party shall have the right to assign this Agreement to any successor-in-interest as a result of a sale, merger, consolidation, reorganization, restructuring or the acquisition of substantially all of its voting stock or assets.
17. CHOICE OF LAW. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, interpreted and construed in accordance with, the laws of the State of Arizona, United States of America (including its statutes of limitations and A.R.S. § 47-5116), without regard to its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
18. WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING, WHETHER IN TORT, CONTRACT OR OTHERWISE, IN WHICH ANY SUCH PARTY IS A PARTY, AS TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR EITHER PARTY’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
19. ARBITRATION AGREEMENT: Except as otherwise provided herein or unless the Parties mutually agree otherwise in a signed writing any controversy or claim arising out of or relating to any matter arising this Agreement or any subsequent or contemporaneous sales or agreements with Contractor (or any affiliate) and Client shall be decided by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Phoenix, Arizona. The arbitration shall be before one arbitrator, with experience and training in the subject matter of the dispute. This Agreement shall be construed and interpreted in accordance with, and governed by, the laws of the State of Arizona excluding any choice of law principles, which direct the application of the laws of another jurisdiction. The exclusive forum for the determination of any action relating to the adjudication of any dispute hereunder shall be with an appropriate Court of said State or that Court of the United States which includes said State within its territorial jurisdiction. For client not in the United States, the AAA’s International Arbitration Rules (including Interim and Emergency Measures of Protection) and its successor rules or replacement rules will govern, except to the extent those rules are inconsistent with this Agreement. The decision of the arbitrator(s) will be final and binding upon the parties and judgment on the award may be entered in any court of competent jurisdiction under the provisions of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York 1958). The Parties agree that the arbitrator(s) will have the authority to issue interim orders for provisional relief including, but not limited to, orders for injunctive relief, attachment and other provisional remedies, which will be enforceable in any court of competent jurisdiction and the parties hereby agree that they shall not oppose the enforcement of such injunctive relief, attachment or other provisional remedies in any jurisdiction. Parties understand and agree that by entering this Arbitration Agreement they are giving up and waiving their Constitutional right to have any claim decided in a court of law before a judge and jury. The Client understands that he/she has the right to seek legal counsel concerning this agreement. CONCERNING SECTIONS 17-19 OF THIS AGREEMENT, THE PARTIES WAIVE ANY AND ALL RIGHTS TO ASSERT AN AFFIRMATIVE DEFENSE OF PERSONAL JURISDICTION OR INCONVENIENT FORUM.
20. MISCELLANEOUS. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and facsimile signatures shall have the same effect as original signatures. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provision. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated hereby, and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts and writings with respect to such transactions, whether written or oral. In the event of a conflict between any purchase order, Client’s Materials, and any of the other terms of this Agreement, such other terms of this Agreement shall control.