This SERVICES Agreement (this “Agreement”) is made and entered by and between Voxie Company d.b.a. Career Organic, a Georgia corporation (“Company”), and any user who registers with us (each, a “Registered User”) and wishes to purchase a product or service (“Client”).
WHEREAS, Company owns and operates a business that provides career and life-development coaching, strategy and branding, which includes (without limitation) coaching sessions, resume writing services and establishing online profiles and other branding materials;
WHEREAS, pursuant to the terms and conditions of this Agreement, the parties desire that Company provide the services set forth herein to Client;
NOW, THEREFORE, for and in consideration of the foregoing premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Client hereby engages the Company, and Company agrees to provide, the Services during the Term (as defined below), pursuant to the terms and conditions of this Agreement.
2. Company’s Services.
The Company shall provide the services, and related deliverables, that are set forth on invoice or proposal, hereto (the “Services”).
- Services Fee. In consideration of the Services to be provided by Company to Client, Client shall pay the Services Fee set forth on Exhibit A. All fees shall be paid in advance of receiving any Services.
- Client Acknowledgement. Client acknowledges that documents created by Company will be based on information Client provides in the initial consultation and questionnaires. If new or additional information is introduced after work has commenced, additional fees for consultation, writing, or revisions may be applicable at an hourly rate of not less than $149.00 USD.
4. Term and Termination.
- Term. The term of this Agreement shall begin on the Effective Date and end on the delivery of the contracted for Services (the “Term”), unless terminated pursuant to Section 4.2.
- Termination. Company or Client may cancel this Agreement for any reason upon prior written notice of no less than two (2) days, but Client shall remain responsible to timely and fully pay Company for all Services that already have been provided before such notice. Further, Client may only cancel a coaching session upon twenty-four (24) hours notice.
5. Client Obligations.
During the Term, Client shall:
- Provide timely and accurate information to Company, as Company will not confirm or attempt to verify information provided by Client;
- Timely update Company on new information that would need to be incorporated into work product; and
- Immediately notify Company of any change in the Client’s situation that would affect Company’s ability to provide Services.
- Definition of Confidential Information.
- “Confidential Information” is information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract, including information conceived, originated, discovered or developed in whole or in part by Company hereunder.
- Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.
7. Definition of Client Confidential Information.
“Client Confidential Information” includes: the product delivered to Client, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” marketing techniques and materials, marketing and development plans, customer names and other information related to client’s price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.
8. Publishing and Privacy.
Client gives permission for Client Information given during the intake, on-boarding process and the provisions of any Services to be shared with Company and its employees. Client also gives permission for the content of career documents to be published in articles, columns, books and industry-related publications, at the discretion of Company, and with the understanding that all identifying information (name, address, names of employers) will be redacted.
Company agrees to not disclose, use, or commercialize Client Confidential Information to third parties. Client agrees to not disclose, use, or commercialize Confidential Information to third parties. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information or Client Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information or Client Confidential Information. Notwithstanding the foregoing, Company may retain a copy of Client Confidential Information for internal use and business development purposes.
10. Representations and Warranties.
- Client hereby represents and warrants that at the time of entering into this Agreement, and at all times during the Term, Client has conveyed and will convey true and correct information to Company. Company is not responsible for any errors supplied by Client and will not be responsible for the accuracy of truthfulness of the information provided by Client.
- Company makes no representations or warranties whatsoever, either express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose as to any deliverable provided by Company. Company makes no representations, warranties or promises that the Services will ensure, bring about or secure job placement or employment success.
- Company and Client acknowledge that Company is not acting as a recruiter, headhunter, or outplacement service provider.
11. LIMITATION OF LIABILITY.
CLIENT AGREES THAT, IN CONSIDERATION FOR THIS AGREEMENT AND RECEIVING SERVICES FROM COMPANY, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND REPRESENTATIVES (“COMPANY PARTIES”) WILL NOT BE LIABLE TO CLIENT, CLIENT’S REPRESENTATIVE OR ANY AGENT, AFFILIATE AND REPRESENTATIVE THEREOF (“CLIENT PARTIES”) FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. FURTHER, NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL BAR ANY CLAIM BY CLIENT OR CLIENT PARTIES FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
Client shall protect, indemnify and hold harmless Company from and against any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorneys’ fees arising out of Client’s breach, willful act or omission under this Agreement.
13. Dispute Resolution.
In the event of any claim, controversy or dispute arising out of, connected to, or relating in any way to this Agreement, the parties shall first bring any such claim, controversy or dispute to the attention of each other as soon as possible and discuss and work to resolve any such claim, controversy or dispute in good faith. In the event such good faith negotiations fail to resolve such claim, controversy or dispute, the parties shall attempt to settle the dispute in mediation in accordance with the applicable rules of the American Arbitration Association (“AAA”). If the dispute is not resolved, or settlement is not reached, within sixty (60) days following a written demand for mediation, any unresolved claim, controversy or dispute shall be submitted to and resolved by binding arbitration in accordance with the Commercial Rules of the AAA. Such arbitration may be conducted by any arbitrator(s) mutually agreed upon by the parties. Any arbitration compelled under the terms of this Section 10 shall be conducted in Roswell, Georgia. Judgment upon the award rendered by the arbitrator(s) shall be binding and may be entered in any court having competent jurisdiction thereof. The demand or notice for mediation shall be made within a reasonable time after the claim, controversy, dispute or matter in question has arisen.
14. Miscellaneous Provisions.
- Modification. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the parties, and may not be amended or modified other than by mutual written agreement.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
- Notice. Any notice, demand or other document required or permitted to be delivered hereunder shall be in writing and may be delivered personally, by overnight mail, or shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties’ last known address. A copy of any such notice or demand hereunder shall also be emailed to each party at the time the foregoing is mailed.
- Titles. The titles contained herein are used solely for convenience and shall not be deemed to define or limit the provisions of this Agreement.
- Severability; Enforcement. If any term or provision of this Agreement, or the application thereof to any person, place or circumstance, is held to be invalid, unenforceable or void in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction and the remainder of this Agreement and such provision as applied to other persons, places and circumstances shall remain in full force and effect. In such event, the affected provision shall be enforced to the fullest extent allowed by law. If any such provision is deemed invalid due to its scope, breadth or duration, such provision shall be deemed valid to the maximum extent of the scope, breadth or duration permitted by law.
- Interpretation. No provision or term of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having drafted, structured, or required such provision or term.
- Survival. Any terms and provisions that by necessity must survive the expiration or termination of this Agreement shall so survive the Agreement.
- Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signed copy of this Agreement may be delivered by facsimile, e-mail, PDF or other means of electronic transmission.