THIS AGREEMENT is made on
Use of this form constitues an agreement between the register of this form, hereafter known as "Buyer" and Fuseomatic, LLC, hereafter known as "Service Provider", that the following terms and conditions shall apply.
- Key Terms.
- Services. The Service Provider shall provide the following services ("Services") to the Buyer in accordance with the terms and conditions of this Agreement:
- Service Provider will perform the services described in the Statement of Work ("SOW")
- Conditions. Buyer is required to provide Service Provider with the following:
- Buyer will cooperate with Service Providers reasonable requests for information and data necessary for the completion of the Services.
Price. In consideration for the Services to be performed by Service Provider under this Agreement, the Buyer will pay Service Provider at the rate of $130 per hour (unless otherwise agreed to by both Buyer and Service Provider) for time spent on Services. Service Provider shall submit written reports of the time spent performing Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Buyer shall pay Service Provider the amounts due pursuant to submitted reports within 14 days after such reports are received by the Buyer.
- Unless otherwise agreed to by Service Provider, the method of payment by the Buyer to the Service Provider shall be by:
- credit card payment
- payment through PayPal to the following account: [email protected]
- Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.
- Release and Waiver.
- Buyer agrees to release, indemnify and hold harmless the Service Provider and its employees, agents, contractors, and suppliers against any and all losses, accidents, damages, injuries, expenses and claims resulting in whole or part, directly or indirectly, from any and all Services.
- Buyer understands that the Service Provider does not and cannot guarantee success or any particular result. While the Service Provider shall use best professional efforts to achieve a successful result, the Service Provider makes no warranty or guarantee, expressed or implied, as to the successful completion of Services.
- Limitation of Liability.
- Subject to the Buyer's obligation to pay the Price to the Service Provider, either party's liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
- To the extent it is lawful to exclude the following heads of loss and subject to the Buyer's obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
- Term and Termination.
- This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the completion of Services as provided herein.
- Either Party may terminate this Agreement upon notice in writing if:
- the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within fifteen (15) days of written notice from the other Party so to do; or
- a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
- Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- Relationship of the Parties. The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Notices. Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
- first class post, 2 days from the date of posting;
- hand or by facsimile transmission, on the date of such delivery or transmission; and
- electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
- Electronic Signatures Effective. This Agreement is an electronic contract that sets out the legally binding terms. The Buyer indicates acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing this form. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
- Miscellaneous Provisions.
- The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
- If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
- Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
- This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
- This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
- Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
- The following provisions will survive termination of this Agreement: Sections titled "Release and Waiver," "Limitation of Liability," "Relationship of the Parties," "Confidentiality," "Notices," and "Miscellaneous Provisions."
- This Agreement will be construed in accordance with and governed by the laws of the State of Utah, without giving effect to the conflict of law principles of the State of Utah. Buyer and Service Provider specifically agree that any legal action relating to this Agreement will be instituted and prosecuted in the courts in Utah County, Utah. Each party hereby waives the right to change venue, and consents to personal jurisdiction for purposes of any action arising under the Agreement.
ver. November 1, 2013