1. Services

1. Contractor (Awesome Business, LLC) shall provide the services (the “Services”) to Client (CLIENT NAME) as described in the Statement of Work (“SOW”), which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The SOW, together with these terms, shall collectively be referred to herein as the “Agreement.”
2. Client acknowledges and agrees that Contractor may use subcontractors and consultants to perform the Services to be provided under this Agreement.
3. Contractor may represent, perform services for, and contract with other additional clients, persons, or companies as Contractor, in its discretion, deems fit.

2. Fees and Expenses

1. Fees. As consideration for Contractor’s rendition of the Services, Client agrees to pay Contractor the fees set forth in the SOW (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Contractor’s income taxes), which amounts will be billed to and paid by Client.
2. Expenses. In addition to the Fees, Client agrees to reimburse Contractor for all of Contractor’s travel and other expenses reasonably incurred by Contractor in connection with its performance of the Services, as outlined in the SOW (the “Terms”).

3. Billing and Payment

1. Contractor shall issue invoices to Client pursuant to the agreed upon payment options set forth in the SOW. The Client will pay invoices in U.S. dollars to Contractor. Payments must be made by wire transfer, credit card payment, or by check. There is a 3% service fee added to all credit card payments. Client shall have no right of offset or withholding under this Agreement.
2. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Contractor from Client becomes past due for any reason, Contractor may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Contractor’s obligations hereunder or under any SOW.

4. Warranty

The Services to be performed hereunder are in the nature of marketing, sales, and operations. Contractor does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Contractor warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Contractor shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. CONTRACTOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

5. Marketing and Publicity

Upon execution of this Agreement, Contractor may identify Client as a customer of Contractor on Contractor’s website as well as within any written and/or electronic marketing material, advertising, television or radio announcements, or in any other medium or manner whatsoever for the sole purpose of relating to Contractor’s products and/or services.

6. Confidentiality

The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information (“Confidential Information”). The party disclosing information is referred to as the “Disclosing Party” and the party receiving information as the “Receiving Party.” Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure; or (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (c) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Agreement. The Receiving Party shall only use Confidential Information in furtherance of its performance of the Agreement, and not for any other purpose or for the benefit of any third party. Receiving Party’s obligations to protect the Confidential Information will survive for two years after the termination of this Agreement.

These confidentiality obligations shall not apply to any information which:

1. was lawfully in Receiving Party’s possession before receipt from Disclosing Party;
2. at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party;
3. is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or
4. Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation.

In no event shall Contractor’s use or disclosure of information relating to the development, improvement or use of any of Contractor’s products be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party’s request or within ten (10) days of the expiration or termination of this Agreement.

7. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of this Agreement. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

SECTION 7 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

8. Limitation of Liability; Actions

IN NO EVENT SHALL CONTRACTOR BE LIABLE UNDER THIS AGREEMENT TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

CONTRACTOR’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

9. Cooperation of Client

Client agrees to comply with all reasonable requests of Contractor and shall provide Contractor’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. Client agrees to furnish without charge adequate space at Client’s premises for use by Contractor’s personnel while performing the Services.

10. Term and Termination

1. Term: The term of this Agreement shall be until Service is fully provided or this Agreement is terminated by the parties.
2. Termination of Agreement. Either party may terminate the engagement at any time through a written 30-day request.
3. Obligations Upon Termination. Termination of this Agreement for any reason shall not discharge either party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Client shall pay Contractor for all Services rendered prior to the effective date of termination. Upon termination, each party shall return the other’s Confidential Information in its possession. Upon termination, Client shall promptly return to Contractor any equipment, materials, or other property of the Contractor that is in Client’s possession or control.

11. Non-Solicitation

During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Client agrees not directly solicit or induce any person who performs Services hereunder on behalf of Contractor to leave the employ of Contractor. Client is not prohibited from responding to or hiring the Contractor’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.

12. Relationship of the Parties

The relationship of the parties hereto is that of independent contractors via agency services by project or retainer-based SOW. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

13. Force Majeure

Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

14. Partial Invalidity

In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.

15. Publicity

Subject to the confidentiality provisions set forth herein, Contractor shall be free to disclose to the public that Client is a client of Contractor, and may use Client’s name to make such statement.

16. Assignment

Client may not assign, delegate or otherwise transfer this Agreement or it obligations hereunder, in whole or in part, without the prior written consent of Contractor, with such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve Client of its obligations under this Agreement, and as such, Client shall remain primarily liable in connection therewith. Contractor shall be entitled to assign or otherwise transfer this Agreement, in whole or in part, without the prior consent of Client.

17. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable SOW or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.

18. Survival

Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

19.> Waiver