1. PAYMENT FOR SERVICES. Client will pay amount selected to TheVBD. All recurring payments will be automatically deducted. Payments accepted: Credit/Debit Cards. In the case of decline of credit/debit card transaction, client will have 3 business days to pay in full to avoid disconnection or suspensions of account services. In the case of late payments, Client will be responsible for all fees associated with the reconnection of services.
2. TERM/TERMINATION. Either party, upon seven days written notice to the other party may terminate this Agreement. Provided, however, that either party may terminate the Agreement immediately without seven (7) days prior written notice in the event of a breach of this Agreement by either party.
3. NON-DISCLOSURE AND NON-SOLICITATION. TheVBD shall not directly or indirectly disclose to any person other than one of its employees or a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, for a period of ten (10) years any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.
4. LIABILITY. TheVBD will not be liable for loss, damage or delay of Client’s project due to circumstances beyond TheVBD’s control. Such circumstances may include, (but are not limited to), acts of God, public unrest, power outages, and inability of TheVBD to contact Client. In the event of such loss, damage or delay, TheVBD will make every effort to notify Client immediately, by every reasonable means available.
5. CONFIDENTIALITY. TheVBD will not at any time or in any manner, either directly or indirectly, use for its benefit of TheVBD, or divulge, disclose or communicate in any manner any information that is proprietary to Client TheVBD will protect such information as though it were its own and treat it as strictly confidential. This provision shall remain in effect following termination of this Agreement.
6. EXPECTATIONS OF SERVICES. Turn-around time and work to be performed expectations will be dependent on services requested. The average turn-around time could be a 30-day window. All Client expectations will be met to the best of TheVBD’s ability, but work could be delayed a week or more. If deadlines will not be met, TheVBD will communicate delays with Client.
7. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If any trier of fact finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
8. GOOD FAITH, COOPERATION AND DUE DILIGENCE. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
9. WAIVER. Failure of Disclosing Party at any time to require performance of any provision under this Agreement, shall not limit Disclosing Party’s right to enforce the provision in the future, nor shall a waiver of a breach of any provision constitute a waiver of any succeeding breach of any provision or a waiver of the enforcement of the provision itself.
10. AGREEMENT BINDING. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns, (if permitted), of the parties hereto.
11. ARBITRATION. If at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a singer arbiter agreed upon by both parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, ore disagreement shall be settled by binding arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association, and judgement upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof Said binding arbitration shall be conducted in the County of Churchill, State of Nevada.
12. APPLICABLE LAW AND PROPER JURISDICTION. This Agreement, or the breach thereof, and all claims relating to or arising out of this Agreement, whether in contract, tort or otherwise, shall be covered by the laws of the State of Nevada, notwithstanding any conflict of interest laws that may otherwise apply. The jurisdiction in which all arbitration proceeding must be commenced to settle any disputes between the parties, shall be the City of Fallon, County of Churchill, State of Nevada.
13. ATTORNEY FEES AND COSTS. In the event an arbitration action is commenced by any part under this Agreement to enforce any of its terms, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees and costs to be fixed by the arbitrator.
14. SEPARATE COUNSEL. The Client acknowledge that he/she/it has been advised to consult his/her/its own attorney and obtain legal advice with respect to the terms and conditions contained in this contract before agreeing to its terms and conditions.
15. ENTIRE AGREEMENT/AMENDMENTS. This Agreement contains the entire understanding between the parties and supersedes any prior understandings and agreements made between them respecting the subject matter of this Agreement. This Agreement may be changed only by a written amendment, specifically identified as a contract amendment, signed by authorized representatives of both parties.
SIGNED, ACCEPTED, AND AGREED TO by the undersigned parties, who acknowledge that they have read and understand this Agreement and they execute this legal document voluntarily and of their own free will.