Description of Services

Scope of Services. The Service Provider shall provide the following services to the Customer: IT support, data management, device setup, office setup, training, endorsement, website management, documentation and graphic design.

Membership. “Member” shall mean any Customer that has signed up through one of the two membership options. Members receive a discounted price on select services and are recorded on the Membership List.

Performance Standards. The Service Provider shall adhere to the following performance standards:

• The ability to be easily contacted by all Members;
• Provide a timely response to Customer inquiries;
• Maintain a professional relationship with all Customers;
• Exhibit proficient knowledge and skill relating to Technology.

Confidentiality. The Service Provider shall maintain the confidentiality of the Customers' data and information, as further detailed in the confidentiality clause of this Agreement.

Intellectual Property. The Service Provider shall assign to the Customer all right, title, and interest in any intellectual property created by the Service Provider in the course of performing its obligations under this Agreement.

Third-Party Services. If the Service Provider is required to use third-party services to perform its obligations under this Agreement, the Service Provider shall ensure that such third-party services comply with all applicable laws and regulations.

Refunds

Services. On-Call services are not eligible for refunds. 

Memberships. Comprehensive details regarding refunds for our memberships can be found in the Refund Policy.

Payment

Invoices. The Service Provider shall submit invoices to the Customer within 7 days of a completed job.

 Payment Due Date. The Customer shall pay the invoices in full within 7 days of the invoice date.

 Late Payment Fee. If the Customer fails to pay an invoice in full by the due date, the Customer shall pay a late payment fee of 25% per month or portion thereof on the unpaid balance.

 Currency. All payments shall be made in US Dollars.

Payment Methods. The Customer may pay invoices and memberships by cash, check, wire transfer and credit or debit card. 

 Taxes. The Customer shall be responsible for all applicable taxes, including sales tax, use tax, and value-added tax, unless otherwise specified in this Agreement.

 Set-Off. The customer shall not have the right to set off any amounts owed to the Service Provider against any amounts owed by the Service Provider to the Customer.

Confidentiality

Definition of Confidential Information. "Confidential Information" shall mean any non-public information disclosed by one party to the other party in connection with this Agreement, including but not limited to:

• Technical data, know-how, trade secrets, and proprietary information; 
•  Business plans, financial information, and marketing strategies;
•  Customer information, including names, contact details, and purchasing history;
•  Any other information that is designated as confidential or that should reasonably be considered confidential.

Obligation of Confidentiality. Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information;
• Use the Confidential Information only for the purposes of performing its obligations under this Agreement;
• Not disclose the Confidential Information to any third party without the prior written consent of the other party, except as required by law;  
• Take reasonable steps to protect the confidentiality of the Confidential Information, including but not limited to implementing appropriate security measures.  

Exceptions. The obligations of confidentiality shall not apply to any Confidential Information that:

• Is already publicly known or becomes publicly known through no fault of the receiving party;
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information;  
• Is rightfully received by the receiving party from a third party who is not under a confidentiality obligation to the disclosing party.  

Return of Confidential Information. Upon termination of this Agreement or at the request of the disclosing party, the receiving party shall destroy all copies of the Confidential Information in its possession or control.

Disputes

Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

Mediation. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, that cannot be settled through negotiation or mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 

Award. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.

Force Majeure

Definition. "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to:

• Acts of God, such as earthquakes, floods, hurricanes, and wildfires;
• Acts of war, terrorism, or civil unrest;
• Government actions or regulations;
• Epidemics, pandemics, or public health emergencies;
• Acts of sabotage or vandalism;
• Internet disruptions or failures;
• Power outages or other utility failures.

Effect of Force Majeure. If a party is prevented from performing its obligations under this Agreement due to a Force Majeure Event, that party shall be excused from such performance to the extent that the Force Majeure Event prevents such performance.

Notice. A party claiming a Force Majeure Event must provide written notice to the other party as soon as reasonably practicable after the occurrence of the Force Majeure Event.

Mitigation. The party claiming a Force Majeure Event shall take reasonable steps to mitigate the effects of the Force Majeure Event and shall continue to perform its obligations to the extent possible.

Duration. The Force Majeure Event shall be deemed to continue until the affected party has taken all reasonable steps to resume performance of its obligations.

Termination. If a Force Majeure Event continues for a period of 90 days, either party may terminate this Agreement by providing written notice to the other party.

Termination of Agreement

Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice specifying the breach.  

Termination for Convenience. Either party may terminate this Agreement for convenience at any time by providing 7 days' written notice to the other party.

Effect of Termination. Upon termination of this Agreement for any reason, all outstanding obligations shall be immediately due and payable. The parties shall cooperate in the orderly transfer of any deliverables or data.

Survival. Certain provisions of this Agreement, including but not limited to the confidentiality clause, intellectual property rights clause, and indemnification clause, shall survive the termination of this Agreement.