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Terms

Terms

Bold Business LLC, affiliate Mercury Z, LLC, (collectively “Supplier”) agrees to provide, and Customer agrees to purchase for their benefit the services (“Services”, or the “Work Product of the Services”) described within this document, under the following terms and conditions:

  1. The Services will be provided for the Cost, as stated in the Cost of Service(s) section. Customer will pay for all permits, licenses, shipping, and storage charges, as well as, any applicable taxes on the Fee, the Services, or materials delivered or installed. Additionally, Customer shall reimburse Supplier for all reasonable and necessary travel and expenses Supplier incurs in connection with this agreement.
  2. The Services, as defined in the Statement of Work, are fully authorized by the Customer to be performed. The Services are provided on demand and may be cancelled by Customer at any time via written notice (email) to Supplier.  Services cancelled within the initial three (3) business days of the engagement will not be charged
  3. Unit rates, expressed in hours, are based upon a maximum of 40 hours per week. Hours in excess of 40 hours per week will be billed at premium of 1 ½ times the unit rate. 4Each party agrees to the use of electronic signatures and emails as accepted legal forms of authorization and communication.
  4. For the services described, additional units may be consumed at the stated unit rates with an approval email from the Customer. Additional units will be billed weekly at the unit rates provided.
  5. Pricing in this Service Order is valid for 30 calendar days from the date on the cover and based on purchase of all services from Supplier as described.
  6. Each party shall use reasonable efforts to keep confidential such information as they receive from the other party in tangible form and designated as proprietary, except for such information which at any time becomes part of the public domain, independently developed, or received from a third party without restriction.
  7. Each party hereto agrees not to recruit or hire either directly or indirectly any of other party’s employees or individuals for possible employment or assignment for a period of twelve (12) months except with the prior written consent of employing party.
  8. The parties agree that, to the extent that Customer declines, fails or delays in performing the obligations set forth in the Statement of Work for any reason, Supplier’s obligations, performance times and/or charges for the Services shall be appropriately extended, adjusted or excused, as determined by Supplier at its discretion.
  9. Supplier warrants for a period of three (3) months from the date the Services were performed that such Services were performed in a good and workmanlike manner. In the event of a breach of this warranty of which Customer notifies Supplier in writing during the warranty period, Supplier’s sole obligation and Customer’s exclusive remedy shall be for Supplier to correct those circumstances in which the Services performed do not conform to such warranty.
  10. Except for the express limited warranties set forth in this section and to the extent allowed by applicable law, Supplier hereby disclaims all other warranties, whether express, implied, statutory or otherwise, with respect to the technology, technical elements and/or services provided by Supplier under this agreement. Further, Supplier specifically disclaims any implied warranties of merchantability, fitness for a particular use or purpose and non-infringement, and those arising from a course of dealing or usage of trade.  Supplier does not warrant, guarantee or make any representations that any technology, technical elements and/or services provided by Supplier under this agreement will be error-free, that their use will be uninterrupted or that the results of their use will be correct, accurate or reliable.  Supplier accepts no liability for failed notification delivery, alarms or other similar failures, whether or not caused by Supplier and its systems.
  11. In no event shall either party be liable for any indirect, special or consequential damages, including loss of profits or revenue or data or information loss, incurred by either party or any third party, in the performance of this Agreement, or related to the Services or Work Product of the Services, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages, except to the extent that damages for breach of confidentiality or patent, copyright or trade secret or proprietary rights infringement are deemed to be consequential in nature. In no event will SUPPLIER be liable to CUSTOMER for damages arising as a result of network services failing or otherwise being unavailable, including without limitation for lost profits or penalties or other damages incurred by CUSTOMER or CUSTOMER’S end users, whether or not as a result of SUPPLIER’s acts or omissions. In any event, the liability of one party to the other for any reason and upon any cause of action or claim shall be limited to an amount equal to the fees paid to SUPPLIER by CUSTOMER during the three (3) month period preceding the event giving rise to such liability under this Agreement. This limitation applies to all causes of action or claims in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, claims for failure to exercise due care in the performance of services hereunder and other torts. Both parties understand and agree that the remedies, exclusions and limitations herein allocate the risks of product and service nonconformity between the parties as authorized by the uniform commercial code and/or other applicable laws. The fees herein reflect, and are set in reliance upon, this allocation of risk and the exclusion of consequential damages and limitations of liability set forth in this Agreement. This exclusion also includes any liability that may arise out of third-party claims against CUSTOMER.
  12. Notwithstanding any provision of this Agreement to the contrary, any routines, libraries, tools, methodologies, processes, or techniques created, adapted, or used by Supplier in its business generally, including all associated intellectual property rights (collectively, the Development Tools) shall be and remain the sole property of Supplier, and Customer shall have no interest in or claim to such Development Tools except as necessary to exercise its rights in the Work Product of the Services. In addition, and notwithstanding any provision of this Agreement to the contrary, Supplier shall be free to use ideas, concepts or know-how, developed or acquired by Supplier during the performance of this Agreement to the extent obtained and retained by Supplier or its personnel as impressions and general learning. Supplier retains the right to develop, use and distribute works that are substantially similar to the Work Product of the Services, including those similar in function, structure, sequence, or organization to the Work Products of the Services.
  13. Dates or times by which Supplier is required to provide Services shall be postponed automatically, or a change request will be issued, to the extent that it is prevented from meeting them by causes beyond its control.
  14. The Cost of Services is due at time of acceptance of the Statement of Work. Payment in full to be made via bank wire and/or credit card within five (5) business days of execution of Service Order. Additional units, if required, will be billed weekly at the rates provided in the Statement of Work.
  15. Invoices are due and payable upon receipt and are considered delinquent if still unpaid after 15 days from invoice issue date. Delinquent balances will accrue at 1% per month.
  16. This Agreement sets forth the complete agreement between the parties relating to its subject matter. No alteration or modification of any of the provisions of this Agreement will be binding on a party unless evidenced by a written amendment signed by both parties.
  17. To the extent of any conflict between the Agreement and this Scope of Work, the terms of this Scope of Work shall control.
  18. The laws of the State of Florida of the United States of America will govern this agreement. All actions or proceedings arising directly or indirectly from this Agreement shall be litigated in courts located within Pinellas County, FL.  This Agreement sets forth the complete agreement between the parties relating to its subject matter. No alteration or modification of any of the provisions of this Agreement will be binding on a party unless evidenced by a written amendment signed by both parties.

 

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