WhyFire, LLC & {businessName} - Customized WhyFire Website Service Contract

This Contract for Services is made effective as of the date on page one of the contract, by and between {businessName} of

{primaryBusiness}

and WhyFire, LLC ("WhyFire") of PO Box 6202, Beaverton, Oregon 97007.

1. DESCRIPTION OF SERVICES. Beginning on {date}, WhyFire will provide to {businessName} the following services (collectively, the "Services"):

• Selected Service Level: Customized WhyFire Website
• Base Tool: {whyfireBase}
• Add On Tools: {whyfireAdd}

{businessName} will provide WhyFire, LLC with basic pricing information in order to provide customer estimates. This pricing is the sole property of {businessName} and WhyFire, LLC will not share it with any other party without written permission from {businessName}.

2. PAYMENT. Payment shall be made to WhyFire, LLC, Beaverton, Oregon 97006. {businessName} agrees to pay WhyFire as follows:

Set Up Fee (amount listed above), plus Monthly Service Fee, ${finalFinal64} (USD) per month per retail showroom/location/market once WhyFire service is built out and ready for client use. 

At any point in time, with 30 days notice, if {businessName} has been using any Add On Tools, they can scale back their services to just the Base Tool listed above for ${total} (USD) per month.

At any point in time, with 30 days notice, {businessName} may choose to upgrade or downgrade their Service Level—this may be subject to a new service agreement.

The Set Up Fee (amount listed above) is non-refundable. The Monthly Service Fee may be refunded within the first 60 days of service if {businessName} is not happy with it.

Companies using WhyFire in additional markets will receive a 15% discount off of their Monthly Service Fee listed above.

WhyFire will bill out the Monthly Service Fee will begin out as soon as the client's platform is built out and the initiation email has been sent to {businessName}, in the event that this is not on the first of the month, the monthly rate will be prorated based on the date the initiation email was sent to {businessName}.

WhyFire, LLC will process the {businessName}'s credit card on file on the 1st of each month for that month's services.

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 2 percent per year, or the maximum percentage allowed under applicable Oregon laws, whichever is less.

If payment is not received by no later than 10 days after the 1st of the month, services may be suspended and {businessName} may be subject a late fee before resuming service.

{businessName} shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if {businessName} fails to pay for the Services when due, WhyFire has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

3. TERM. This Contract may be terminated by either party upon 30 days prior written notice to the other party. An email notice by one party will suffice.

4. CONFIDENTIALITY. WhyFire, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of WhyFire, or divulge, disclose, or communicate in any manner, any information that is proprietary to {businessName}. WhyFire and its employees, agents, and representatives will protect such information and treat it as strictly confidential. Any oral or written waiver by {businessName} of these confidentiality obligations which allows WhyFire to disclose {businessName}'s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

{businessName}, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of {businessName}, or divulge, disclose, or communicate in any manner, any information that is proprietary to WhyFire. {businessName} and its employees, agents, and representatives will protect such information and treat it as strictly confidential. Any oral or written waiver by WhyFire of these confidentiality obligations which allows {businessName} to disclose WhyFire's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

5. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

7. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.

8. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

9. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

10. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

11. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Oregon.

12. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

14. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

15. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. {primaryContact67}, representative for {businessName}, and Tim Reed, President of WhyFire, LLC, effective as of the date first above written.

 

Service Provider:
WhyFire, LLC

 

By:    

Tim Reed

 

Service Recipient:
{businessName}