This agreement is between Connect3x Public Benefit Corporation (“Connect3x”) and _______________(“Client”). Connect3x and the Client agree to the terms below:
1. Services. Connect3x agrees to provide Client with the services (the “Services”) as provided for in this contract.
2. Term. The term of this agreement is from the start date through December 31, 2023. Either party may terminate this agreement upon thirty (30) calendar days’ written notice to other party.
3. Standard Fees and Invoicing. Client agrees to pay amount stated on order form to Connect3x for the Services. Client may pay via credit card or may choose to be invoiced by Connect3x.
a. Late Payment: Client shall pay the invoice from Connect3x no later than ten (10) calendar days after receiving the invoice from Connect3x. Connect3x will assess a late payment penalty of 2.5% per month of the amount owed to Connect3x for each month Client has a balance owing to Connect3x.
4. Intellectual Property. Connect3x does not assign to Client rights to copyrights or other proprietary information that belong to Connect3x but are incorporated into the Services. Other proprietary information includes training materials, research, techniques, working files, trademarks, copyrights, concepts, and processes used to provide the Services to Client. Client is prohibited from reusing or distributing Services to any party without Connect3x’s express written consent.
5. Publicity. Client agrees to provide Connect3x with the unlimited right to reference and link on Connect3x’s website or portfolio of work the Services provided under this agreement.
6. Limited Warranties and Exceptions.
a. Limited Warranties. Connect3x warrants that: i) Connect3x offers no guarantees that the Services delivered and provided to Client will produce the intended results; and ii) Connect3x will provide the Services in a professional manner in accordance with standards generally prevailing in the industry.
b. Exceptions. Any modifications of the Services by Client or by another third party immediately voids the warranties above. The warranties above are exclusive and in lieu of all other warranties, whether express, implied, or statutory, including all implied warranties concerning merchantability, or fitness for a particular purpose, which are expressly disclaimed to the full extent permitted by law.
7. Limitation of Liability. The Services are provided “as is.” In all circumstances, Connect3x’s maximum liability to Client for damages is limited to Connect3x’s fees, which excludes costs and penalties. In no event is Connect3x liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the Services, even if Connect3x has been advised of the possibility of such damages.
8. Independent Connect3x Relationship. This agreement does not render Connect3x an employee, partner, agent of, or joint venturer with Client for any purpose. Client is not responsible for withholding taxes with respect to Connect3x’s fees and costs. Connect3x has no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
9. Indemnification. Client shall defend, indemnify, and hold harmless Connect3x, its employees, agents, and officials from all losses, damages, penalties, fines, costs, attorneys’ fees, claims, suits, and demands that arise out of or in any way relate to any breach of the warranties and covenants as stated in this agreement. However, Client’s indemnification does not apply to liability for Connect3x’s damages arising out of bodily injury to persons or damage to tangible property resulting from the sole negligence or willful misconduct of Connect3x or its agents or employees. Connect3x has the right to select its legal counsel and approve settlements.
10. Force Majeure. Connect3x party may invoke force majeure to excuse the failure of its timely performance, if such failure was caused by: government shutdown order, pandemic, fire, flood, hurricane, tornado, other severe storm, earthquake, act of war, sabotage, terrorism, riot, interruption or failure of electrical or telecommunications service (for example, Internet failures), or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations. Client and Connect3x may mutually agree to reschedule sessions but in no event shall Connect3x be liable to Client or owe Client a refund of fees paid to Connect3x.
11. Governing Law. This agreement is construed in accordance with and governed by the laws of the State of Washington applicable to contracts made and to be performed in Washington, exclusive of its conflict of law rules. The parties agree that King County, Washington, is the exclusive proper place of venue for any action, dispute, or controversy arising from or in connection with this agreement.
12. Recovery of Litigation Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this agreement, the successful or prevailing party is entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
13. Notices. Any notice under or relating to this agreement must be given in writing and will be deemed sufficiently given and served for all purposes when: i) sent by machine-confirmed facsimile or e-mail; or ii) three (3) business days after a writing is deposited in the United States mail, first class postage or other charges prepaid and registered, return receipt requested, addressed to the addresses identified above.
14. Successors. This agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors, and assigns of the parties. Client may not assign this agreement to a third party.