WLM Virtual Communication LLC, a Limited Liability Company
700 Milam Street, Suite 1300 Houston, Texas 77002 (“Company”).
Client and Company may be referred to individually as a “Party” and collectively as the “Parties.”
1. SERVICES; NO GUARANTEE
Company agrees to provide consulting services (“Services”) to Client. The scope, strategy, method, and timing shall be determined in Company’s professional discretion. Client acknowledges that consulting services are advisory in nature. No specific outcome, financial result, credit result, tax result, or business result is guaranteed. Client accepts full responsibility for all decisions made based on the Services.
2. FEES; PAYMENT; NO REFUNDS
Client agrees to pay Company $700 or unless specified , payable as follows: Contract Sign Date. All payments are final and non-refundable once Services commence. Fees are earned upon receipt.
Client agrees not to initiate any chargeback or payment dispute. If Client reverses payment: The full balance becomes immediately due; Client shall reimburse all recovery costs, including arbitration fees, collection costs, and attorneys’ fees; Interest shall accrue at the maximum rate permitted by law.
3. INDEPENDENT CONTRACTOR STATUS
Company is an independent contractor. Nothing herein creates a partnership, joint venture, fiduciary, or employment relationship.
4. CONFIDENTIALITY
Each Party shall maintain the confidentiality of proprietary or confidential information. These obligations survive termination indefinitely.
5. NON-DISPARAGEMENT; ONLINE CONDUCT; LIQUIDATED DAMAGES
Client agrees not to publish or communicate any false, misleading, defamatory, or disparaging statements concerning Company or its reputation in any forum, including social media, review platforms, digital communications, or public channels.
Client must provide written notice of any dispute and allow a reasonable opportunity to resolve prior to public communication.
Upon breach:Client shall immediately remove the content; and Client shall pay $5,000 per violating statement plus $500 per day the content remains accessible after notice. The Parties agree these amounts are a reasonable estimate of reputational harm and not a penalty.
Company shall also be entitled to injunctive relief, attorneys’ fees, arbitration costs, and actual damages if greater. This Section survives termination.
6. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Company, its owners, members, officers, employees, contractors, and affiliates from any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising from:
Client’s breach of this Agreement;
Client’s misuse of Services;
Client’s unlawful conduct;
Client’s negligence or misconduct.
This obligation survives termination.
7. LIMITATION OF LIABILITY; DISCLAIMER OF DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW:
Company’s total cumulative liability arising out of or relating to this Agreement shall not exceed the total amount actually paid by Client to Company under this Agreement.
Company shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or lost profit damages, including business interruption, lost revenue, loss of opportunity, or reputational loss, even if advised of the possibility of such damages.
Client expressly assumes all risks associated with business, financial, credit, or strategic decisions made following consultation.
Client acknowledges that Company is not providing legal, accounting, investment, or tax advice unless explicitly stated in writing.
These limitations apply regardless of theory of liability (contract, tort, negligence, strict liability, or otherwise).
8. DISPUTE RESOLUTION; MANDATORY ARBITRATION; CLASS ACTION WAIVER
Any dispute arising from or relating to this Agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) or comparable national provider.
Arbitration shall occur in the county of Company’s principal place of business unless prohibited by law.
A single arbitrator shall preside.The Parties waive trial by jury. Proceedings shall be individual only. Class, collective, and representative actions are waived.
The prevailing Party shall recover reasonable attorneys’ fees and costs unless prohibited by law. Judgment on the award may be entered in any court of competent jurisdiction.
If any portion of this provision is deemed unenforceable, it shall be modified to the minimum extent necessary.
This Section survives termination.
9. GOVERNING LAW
This Agreement shall be governed by applicable federal law and the laws of the state in which enforcement is sought, applied to maximize enforceability in all fifty (50) states.
10. SEVERABILITY; SURVIVAL
If any provision is deemed invalid, it shall be modified to the minimum extent necessary, and the remainder shall remain enforceable.
Sections relating to payment obligations, non-disparagement, indemnification, limitation of liability, arbitration, and confidentiality survive termination.
11. PERSONAL GUARANTY (IF CLIENT IS A BUSINESS ENTITY)
If Client is a corporation, LLC, or other business entity, the undersigned individual executing this Agreement personally guarantees full payment and performance of Client’s obligations under this Agreement.
Guarantor Name: __________________________
Signature: _________________________________
Date: ____________________________________
12. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Amendments must be in writing and signed by both Parties.