This document, including the enumerated provisions below and the form above and all the information included therein, is a Contract for Services (“Agreement”) made between the business or individual indicated above (“Client”), and Royal Reputation in regards to certain services which Client will purchase from Royal Reputation (Client and Royal Reputation are referred hereinafter as the “Parties”).
1. Assignments: Client cannot assign this Agreement or any of the services to be rendered by Royal Reputation described in this Agreement. All purported assignments by Client of rights under this Agreement are void. Royal Reputation may assign this Agreement to its successors and assigns upon written notice to Client.
2. Term: The term of this Agreement begins on the date this document is signed, which is indicated below, and ends after the agreed upon length of time above (the “Term”).
3. Services: Royal Reputation will confer to Client the inventory and services selected in the Packages section above (the “Services”). The Services may not be amended, except as provided for in the Modifications provision below.
4. Work for Hire: The term "Work Product" includes all information, work product, and other results, systems, and information developed in connection with the Services and any resulting intellectual property rights. Royal Reputation acknowledges that all Work Product will, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101) and will remain Client’s sole and exclusive property.
5. Fee: In consideration for the Services, Client will pay a fee equal to the amount indicated above in the Price field (the “Fee”). The Fee will be paid by Client in equal monthly installments. Client’s credit card, debit account, checking account, or savings account will be automatically charged monthly. No portion of the Fee payments will be refundable to Client for any reason.
6. Recurring Payments Authorization: Client authorizes regularly scheduled charges to Client’s checking/savings account or credit/debit card, indicated above.(“Payment Method”) During the Term, Client will be charged monthly the amount indicated above (“Price”) as the Monthly Payment. Client agrees that no prior-notification will be provided before a charge is made.
7. Damages: In no event shall Royal Reputation be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Services or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory.
8. Modifications: This Agreement can only be modified by a writing agreed to and signed by both Parties.
9. Termination and Liquidated Damages: This Agreement terminates on the last day of the Term. However, Royal Reputation may terminate this Agreement before the end of the Term, with or without out cause, at any time during the Term, by sending written notification of termination to Client.
Client understands and acknowledges that terminating this Agreement before the end of the Term is a material breach of contract and will cause Royal reputation to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Royal Reputation of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages caused by Client’s premature termination of this Agreement, if Client terminates this Agreement before the end of the Term, Client must immediately pay Royal Reputation Fifty Percent (50%) of the remaining Fee not yet paid and pay for all Services provided to Client up to the termination date. Royal Reputation will have no obligation to provide any Services after the termination date.
9. Confidentiality: For purposes of this Agreement, "Confidential Information" shall mean:
1.1. all trade secrets, proprietary and other information that is disclosed to or acquired by the Parties during or in the course of this Agreement that relates to the business of either Party and is not generally available to the public, or generally known in the industries in which the Parties do business;
1.2. customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, manufacturing processes and procedures, new product research, financial information not generally available to the public, and other non public information; and
1.3. any techniques, know how, processes or combinations thereof, or compilations of information, records and specifications, utilized or owned by the Parties, development, marketing, pricing, business methods, strategies, financial or other analyses, policies or business opportunities.
The Parties shall maintain as confidential and proprietary all information which may be disclosed by the Parties to each other, in any manner, whether disclosed in writing, orally, or via electronic transmission. The Parties will not disclose this information to any other person, firm, entity or corporation.
10. Warranties and Representations: The person signing this Agreement represents and warrants that he or she is authorized and has legal capacity to execute and deliver this Agreement on behalf of the Party he or she signs for below. The Parties acknowledge that this Agreement constitutes a valid, binding, and enforceable agreement. Client represents that the execution, delivery, and performance of this Agreement will not violate the provisions of any other agreement to which Client is a party or by which it is bound.
a. Intellectual Property: Client guarantees that all elements of text, images, other artwork, papers, research, articles, domain names, digital files, ideas, work product or any other materials that Client provides to Royal Reputation are either owned by Client, or Client has permission to use them. Client gives permission to Royal Reputation to use any of the materials that Client provides to Royal Reputation for the purpose of providing the Services pursuant to this Agreement.
b. Workmanship Warranty: Royal Reputation warrants that the Services shall be performed and delivered according to professional standards and will conform with the specifications set forth in the Services above.
c. No Other Warranties: Beyond the warranties provided in this Agreement, Royal Reputation makes no other warranties. Royal Reputation EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Indemnification: Client shall indemnify Royal Reputation and its officers, directors, employees, agents, and affiliates, against all claims, liability, costs, and expenses (including attorneys' fees) arising from any third party claim or proceeding against Royal Reputation that alleges any negligent act or omission or willful conduct of Client or its directors, officers, employees, agents, or affiliates, including but not limited to any claim that the use of any text, images, other artwork, papers, research, articles, domain names, digital files, ideas, work product or any other materials or intellectual property that Client provides to Royal Reputation infringes on the ownership or intellectual property rights of the third party.
12. Choice of Law: This Agreement will be interpreted to have been formed in the State of Florida. In the unfortunate event that a dispute arises between Client and Royal Reputation in regards to this Agreement, the dispute will be governed by the laws of Florida, without application of its principals regarding choice of law that would result in the application of the law of another jurisdiction. Any dispute regarding this Agreement will be resolved exclusively in the state or federal courts in or having jurisdiction over Hillsborough County, Florida.
13. Merger and Severability: This Contract for Services, and its attachments, describes the entire agreement between Client and Royal Reputation The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
By signing below, Customer acknowledges and agrees to the Terms and Conditions included in this document.