TERMS & CONDITIONS
We appreciate you using our products and services ("Services"). The Services are provided Amplified Solutions Consulting LLC ("Amplified Solutions") ("Consultant"), with a principal place of business at 9320 Brumbelow Crossing Way, Alpharetta, GA 30022.
By using our Services, you are agreeing to these terms. Please read them carefully.
Our standard terms and conditions are as follows:
"Exhibit" - means the document setting out the Services and the rates for such work.
1. Scope of Services
The nature and extent of the Services shall be set out in and Exhibit but at any time prior to completion of the Services either party may request a change to them by notice in writing to the other party. Each party has the right to reject the change request but shall not do so unreasonably. Consultant shall provide the Client with an estimate of the fees for the proposed changed Services and, in cases of change requests made by the Client, the Consultant reserves the right to charge the Client for costing the change request at its then daily rates. If the parties agree to implement the change, details of the change and the fees, timetable of work and/or delivery dates shall be set out in a further Exhibit signed by both parties and shall then be deemed to be incorporated into the Agreement.
The fees set out in the Exhibit shall either be stated as fixed or on a time and materials basis. In any case other than fixed fee arrangements all timetables for work and/or performance dates are estimates only and such work will be performed on a daily rate basis. The Consultant will be entitled to increase any Fees due under this Agreement, by giving the Client 30 days’ written notice.
Consultant shall submit invoices for all services based on the fee schedule in Exhibit. Fees for scheduled consulting sessions are expected to be paid in advance unless otherwise referenced in Exhibit. All invoices are due within 7 days of invoice date unless otherwise noted on invoice due date. A $50 late fee will be assessed for every 5 days late after invoice due date.
4. Expenses and Materials
Consultant shall be responsible for all expenses incurred while performing services under this Agreement. Client shall be responsible directly to provider for any monthly software costs or hosting fees that remain with Client. Consultant will furnish all materials, equipment and supplies used to provide the services required by this Agreement.
5. Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the earlier of:
- the date Consultant completes the services required by this Agreement,
- the Date of Completion listed in Exhibit,
- the date a party terminates the Agreement as provided below.
6. Terminating the Agreement
Either party may terminate this Agreement at any time by giving 30 days' written notice of termination without cause, unless otherwise agreed to by both parties.. Consultant shall be entitled to full payment for services performed prior to the effective date of termination subject to any unresolved disputes of services.
7. Independent Contractor Status
Consultant is an independent contractor, and neither Consultant nor Consultant's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:
1. Consultant has the right to perform services for others during the term of this Agreement.
2. Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
3. Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine.
4. Consultant will furnish necessary equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software or subscription software used by Client as recommended by Consultant.
5. The services required by this Agreement shall be performed by Consultant, or Consultant's staff, and Client shall not be required to hire, supervise or pay any assistants to help Consultant.
Consultant is responsible for paying all ordinary and necessary expenses of its staff.
Neither Consultant nor Consultant's staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
Neither Consultant nor Consultant's staff shall be required to devote full time to the performance of the services required by this Agreement.
Client shall not provide insurance coverage of any kind for Consultant or Consultant's staff.
Client shall not withhold any amount that would normally be withheld from an employee's pay from Consultant's compensation.
Duty of the Client to cooperate with Consultant in providing materials or information in order to enable the Consultant to complete its work in a timely fashion.
8. Intellectual Property Ownership
Consultant shall retain all copyright, patent, trade secret, and other intellectual property rights Consultant may have in anything created or developed by Consultant for Client under this Agreement ("Work Product"). Consultant grants Client a non-exclusive worldwide license to use and sublicense the use of the Work Product for the purpose of developing and marketing its products, but not for the purpose of marketing Work Product separate from its products. The license shall have a perpetual term and may not be transferred by Client. This license is conditioned upon full payment of the compensation due Consultant under this Agreement.
9. Consultant's Materials
Consultant owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Consultant's Materials"). Consultant may, at its option, include Consultant's Materials in the work performed under this Agreement.
Consultant retains all right, title, and interest, including all copyright, patent rights, and trade secret rights, in Consultant's Materials. Subject to full payment of the consulting fees due under this Agreement, Consultant grants Client a non-exclusive worldwide license to use and sublicense the use of Consultant's Materials for the purpose of developing and marketing its products, but not for the purpose of marketing Consultant's Materials separate from its products. The license shall have a perpetual term and may not be transferred by Client. Client shall make no other commercial use of Consultant's Materials without Consultant's written consent.
Consultant will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Consultant uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential, or disclosed orally and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure.
Confidential information does not include information that:
1. the Consultant knew before Client disclosed it
2. is or becomes public knowledge through no fault of Consultant
3. Consultant obtains from sources other than Client who owe no duty of confidentiality to Client, or
4. Consultant independently develops.
THE GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation on Consultant's Liability to Client
1. In no event shall Consultant be liable to Client for lost profits of Client or special, incidental, or consequential damages (even if Consultant has been advised of the possibility of such damages).
2. Consultant's total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Consultant by Client under this Agreement.
3. Client shall indemnify Consultant against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit, other than for infringement of intellectual property rights, arising out of or in connection with Client's performance under this Agreement. Consultant shall promptly notify Client in writing of such claim or suit, and Client shall have the right to fully control the defense and any settlement of the claim or suit.
4. Client acknowledges that Consultant’s recommendations are based, in large part, upon information provided to Consultant from third parties. Therefore, in no event shall Consultant be liable to Client for a recommendation based upon information provided by third parties which Consultant reasonably relied upon in making Consultant’s report/recommendation to Client.
13. Contract Changes
Client and Consultant recognize that:
- Consultant's original cost and time estimates may be too low due to unforeseen events, or to factors unknown to Consultant when this Agreement was made
- Client may desire a mid-project change in Consultant's services that would add time and cost to the project. Any project changes should be made in writing.
- Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.
If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties, and added to this Agreement.
14. Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Fulton County, Georgia.
Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon professional arbitrator in Fulton County, Georgia. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
15. Exclusive Agreement
This is the entire Agreement between Consultant and Client.
16. Applicable Law
This Agreement will be governed by the laws of the state of Georgia.
All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
1. when delivered personally to the recipient’s address as stated on this Agreement
2. three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement, or
3. overnight service such as Federal Express, UPS, and USPS with signature requirement upon delivery and receipt.
4. when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
18. No Partnership
This Agreement does not create a partnership or a joint venture relationship. Neither party has authority to enter into contracts on the other’s behalf or bind the other party in any way without the written consent of the other party..
19. Legal Construction
In the event any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this agreement.
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