This is the Services Agreement (the “Agreement”) made by and between Tenacious Ventures, LLC dba Badass Business Builders, a Wyoming limited liability company, and the individual or entity executing this Agreement (“Client”).
Whereas Tenacious Ventures (the “Company”) provides consulting and other services to its clients for the purpose of assisting in strengthening the sales of the client’s products (the “Services”); and
Whereas the Client wishes to engage the Company in Tenacious Ventures’ Service(s), which are described on the Tenacious Venture’s Badass Business Builders website;
In the mutual agreements, warranties, and representations made and contained herein, the receipt hereby acknowledged, and to be legally bound hereby, the Company and the Client agree that the Services will be performed in accordance with the terms and conditions provided below.
Client retains Tenacious Ventures to provide, and Tenacious Ventures agrees to provide Service(s), as selected by the Client on Tenacious Ventures’ website. The Services being provided by Tenacious Ventures are on a non-exclusive basis, and Tenacious Ventures shall be entitled to perform or engage in any activity not inconsistent with or otherwise prohibited by this Agreement, including, but not limited to entering into agreements similar to this Agreement with third parties, which third parties may include any competitor of the Client.
1.2 Additional Terms
2. Fees, Expenses and Payment.
Client agrees to pay Tenacious Ventures for the Services at the listed rate(s) for the Services (the “Fee(s)”), which are indicated on the Tenacious Ventures’ Badass Business Builders website. Payment of the Fees is necessitated by this Agreement. If Client fails to pay all amounts due and payable within fifteen (15) days of the due date(s), Tenacious Ventures retains the right to suspend all Services until outstanding amounts are paid in full.
3. Intellectual Property Rights
Information and content on this Website and the Service(s), as well as the infrastructure used to provide both, is proprietary to the Company or our partners. Client shall not modify, reproduce, copy, distribute, display, transmit, perform, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Website or Service(s) and shall not allow the modification, reproduction, copying, distribution, displaying, transmission, performance, publication, licensing, creation of derivative works from, transference, or sale or resale or any information, software, products or services obtained from or through the Website or Service(s).
Other than as expressly set forth herein, no other rights are granted to Client. Client agrees that the Services and the processes, methods, procedures, framework and all intellectual property upon which the Services are based are and shall at all times remain the sole and exclusive property of Tenacious Ventures. Client shall not modify, copy or create derivative works based on the Services; (b) frame or mirror any content forming part of the Services; reverse engineer, decode, reproduce, redesign, disassemble or decompile the Services; or otherwise use the Services to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services.
4. Term and Termination.
This Agreement shall be effective on the date that it is signed or accepted by the Client (the “Effective Date”), wherein the acceptance of such.
The initial term of this Agreement shall be for a period of one (1) year from the Effective Date hereof, and shall automatically renew for additional three (3) month terms thereafter, unless and until this Agreement is terminated, as provided for herein.
Either party may terminate this Agreement in the event that (i) the other party breaches this Agreement and, following fifteen (15) days’ written notice, fails to cure such breach, or (ii) for any or no reason upon no less than thirty (30) days’ written notice to the other party.
4.2 Effect of Termination
Client shall pay Tenacious Ventures for all Services rendered and work performed up to the effective date of termination. Tenacious Ventures shall provide Client with an invoice for the accrued Fees within fifteen (15) days of the effective date of the termination. Client shall pay the invoice within fifteen (15) days of the date of such invoice.
4.3 Return of Confidential or Proprietary Information
Within fifteen (15) days after the termination or expiration of this Agreement, upon request, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party’s possession or, with the express request and approval of the party owning such Proprietary or Confidential Information, destroy all such Proprietary or Confidential Information as requested and authorized pursuant to this section. For the purposes of this Agreement, the term “Confidential or Proprietary Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, source code, operational information, technical information, business information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the party receiving such information, (ii) was previously known to the party receiving such information or rightly received by the receiving party from a third party, (iii) is independently developed by the receiving party, or (iv) is subject to disclosure under court order or other lawful process.
5. Disclaimer of All Warranties.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TENACIOUS VENTURES EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY. TENACIOUS VENTURES’ TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY OF ANY CLAIM, SHALL NOT EXCEED THE FEE(S) PAID BY CLIENT TO TENACIOUS VENTURES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO EVENTS GIVING RISE TO THE CLAIM.
Both the Company and the Client agree to hold each other’s Proprietary or Confidential Information in strict confidence. Other than as may be required for Tenacious Ventures’ performance of the Services, the parties agree not to make any use of any Proprietary or Confidential Information and agree not to disclose any Proprietary or Confidential Information to any third party without the other party’s prior written consent. Both the Company’s and the Client’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief and/or other relief as specified in this Agreement or is otherwise available at law or in equity.
Except as may be required for the provision of Services hereunder, Client shall at all times maintain the confidentiality of Client’s Amazon usernames and passwords. Client shall immediately change Client’s password in the event there is a breach of security of Client’s Amazon account. Client hereby waives all claims against Tenacious Ventures in the event the security of Client’s Amazon account is compromised. Client hereby agrees to indemnify, defend, and hold Tenacious Ventures harmless in the event Tenacious Ventures incurs any damages as a result of a breach of Client’s Amazon account.
As needed, Client hereby agrees to grant Tenacious Ventures’ (i) access of Client’s Amazon seller central account through Amazon’s Marketplace Web Services as may be necessary for the provision of Services hereunder, and (ii) collection and use of information from Client’s Amazon seller central account through Amazon’s Marketplace Web Services for the purposes of Tenacious Ventures deriving market insights, predicting outcomes and for Tenacious Ventures’ other business purposes.
Client hereby represents and warrants that (i) Client has the authority to enter into this Agreement and to submit any and all information provided to or used by Tenacious Ventures in its performance of Services, and (ii) such information provided by Client does not and shall not infringe any third party’s intellectual property rights, including under copyright, trademark, trade secret, right of privacy or publicity of another.
9. Force Majeure.
Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; U.S. or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.
10. Choice of Law.
This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming.
11. Independent Contractor Status
Client and Tenacious Ventures agree that Tenacious Ventures shall perform its duties under this Agreement as an independent contractor of Client. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or impose any liability attributable to such a relationship. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party except as specifically provided herein.
Any written notice or demand required by this Agreement shall be sent by registered or certified mail, personal delivery, overnight commercial carrier, or other guaranteed delivery. The notice shall be effective as of five (5) days after the date of posting if the notice is transmitted.
13. Entire Agreement and Headings
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
Client and Tenacious Ventures agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. If any negotiation required by this section fails, then at the written request of either party, any controversy, dispute or claim arising out of or relating to this Agreement or any breach hereof shall be finally settled by arbitration by a single arbitrator in Wyoming pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The award made in such arbitration shall be entered in any court having jurisdiction thereof solely for the purpose of applying for an order confirming, modifying, correcting or vacating the award. The arbitrator shall have no power to alter, amend, revoke or suspend any of the provisions of this Agreement. Except to the extent required by law, no party, arbitrator, representative, counsel or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, the expected date of hearing or the award made.
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 a court 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.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the Effective Date.
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