Terms & Conditions (for service appointments)
Terms and Conditions Agreement between the Client and LAUREL Operations Management LLC (the “Firm”)
1. WORK AND PAYMENT.
1.1 Work. The Client is hiring the Firm to facilitate services described in the product listing through Acuity Scheduling at time of scheduling.
1.2 Schedule. The Firm will begin work on the appointment date selected by the client at the time of scheduling. Additional services selected as “add on” shall also commence at the date of service selected by the client at the time of scheduling. While the work cannot be cancelled it can be rescheduled, as addressed in Section 6. Term & Termination.
1.3 Payment. The Client will pay the Firm at the time of scheduling and the total amount due for services will be automatically billed to your payment method by Acuity Scheduling and its assigned payment processor.
1.4 Support. The Firm will not provide support for any services outside the program scope once the Client accepts it, unless otherwise agreed upon in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Finished Work Product. As part of this agreement the Firm is creating “Work Product” for the Client. Work Product is defined as the final finished product, including any drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the client provided the Firm that the firm materially directly changes. Work Product does not include any intellectual property that the firm provides as defined in Section 2.4. The license to Work Product commences upon the Client’s payment in full.
2.2 Firm's Use Of Work Product. Once the Firm delivers the final Work Product to the Client, title to the Work Product vests in the Client. And the Client provides the Firm an irrevocable license to use the Work Product as part of the Firm's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Firm's work for advertising and recognition but not for any other purpose. The Firm shall not sell or otherwise use the Work Product for any other commercial use.
2.3 Firm's Help Securing Ownership. In the future, the Client may request the Firm's help to show that the Client has legal title to the Work Product. The Firm agrees to make themselves available to support this effort on a fee for service basis. Any expenses related to securing such title are to be borne exclusively by the client. If the Firm advances payment on behalf of the client, the general payment terms of this agreement shall apply.
2.4 Firm's IP That Is Not Work Product. The Firm provides intellectual property that the Firm owns or has licensed from a third party, “Background IP.” Background IP includes but is not limited to pre-existing code, type fonts, properly licensed stock photos, training materials, training workbooks, presentations, and web application tools. This agreement provides the Client a right to use and license (with the right to sublicense) Background IP to develop, market, sell, and support the Client’s products and services. The Client may not transfer its rights to the Background IP exclusively for the purposes it was originally provided for. Any use beyond this is prohibited.
2.5 Firm's Right To Use Client IP. The Firm may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Firm to build a webpage, the Firm may require use of the Client’s logo. The Client agrees to let the Firm use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to perform the Firm's contracted duties. Beyond that, the Client does not provide the Firm any intellectual property rights, unless specifically stated otherwise in this Contract.
2.6 Third Party Resource and Software as a Service (SaaS).From time to time the Firm will recommend and implement third party resources and software as a service. Client shall bear the sole expense and liability for the use of any of these services. The Firm may be paid a commission or affiliate fee by the third party for offering and implementing the services.
3. COMPETITIVE ENGAGEMENTS.
Subject to Section 2.2 above, the Firm maintains the right to work for a competitor of the Client and agrees to keep all Client information separate and confidential. In the instance that the Firm works with a competitor of the client, the Firm shall not share any of the Client IP or any other information about the work performed for the client.
4. NON-SOLICITATION.
Until this Contract ends, the Firm will not: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client during the active engagement of services. However, if the Firm is seeking qualified candidates in a public manner and such a party of their own volition seeks employment with the firm, the Firm may hire that candidate.
5. REPRESENTATIONS.
5.1 Overview. This section contains important warrants between the parties.
5.2 Authority To Sign. Each party warrants to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Firm Has Right To Give Client Work Product. Prior to delivery, the Firm warrants that it owns the Work Product, that the Firm has license to transfer the Work Product to the Client, and that no other party has claim over the final Work Product. If the Firm uses employees or subcontractors, the Firm warrants that these employees and subcontractors have signed contracts with the Firm giving the Firm any rights that the employees or subcontractors have related to the Firm's Background IP and Work Product.
5.4 Firm Will Comply With Laws. The Firm warrants that the manner it does this job, its Work Product, and any Background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Firm warrants that its Work Product does not and will not infringe on someone else’s intellectual property rights, that the Firm has the right to let the Client use the Background IP, and that this Contract does not and will not violate any contract that the Firm has entered into or will enter into with someone else and client shall hold the Firm harmless for any infringement action by any party other than the Firm occurring after 1 year from the end date of the contract.
5.6 Client Will Provide Necessary Access and Review Work. The Client agrees to provide the Firm the necessary access to resources, materials, information, systems, and non-financial digital accounts and to make the agreed upon changes to such resources, materials, information, systems and non-financial digital accounts as needed to reasonably perform the Firm’s services under the agreement. The Client also agrees to review the Work Product, to be reasonably available to the Firm if the Firm has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Firm with material to incorporate into the Work Product, the Client warrants that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION.
This is a limited term contract, the length of which is represented in the product description at time of scheduling. The contract may be terminated by the Client or the Firm for any reason by an email or letter to the other party, informing the recipient that the sender is terminating the Contract and that the Contract will terminate 5 days from receipt at such time the Contract will expire. The terminating party must provide notice by taking the steps explained in Section 10.4. The Firm shall immediately stop working as soon as it receives this notice. All fees are non-refundable and Client will pay the Firm for the work scheduled, even if the appointment is rescheduled by the Firm or the Client.
7. CONFIDENTIAL INFORMATION.
7.1 Overview. This Contract imposes special restrictions on how the Client and the Firm must handle confidential information. These obligations are explained in this section.
7.2 The Client’s Confidential Information. While working for the Client, the Firm may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Firm warrants to treat this information as if it is the Firm's own confidential information. The Firm may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Firm use a customer list to send out a newsletter, the Firm cannot use those email addresses for any other purpose. The one exception to this is if the Client delivers the Firm written permission to use the information for another purpose, the Firm may use the information for that purpose, as well. When this Contract ends, the Firm must give back or destroy all confidential information and confirm that it has done so. The Firm warrants that it will not share confidential information with a third party, unless the Client delivers the Firm written permission first. The Firm must continue to follow these obligations, even after the Contract ends. The Firm's responsibilities only stop if the Firm can show any of the following: (i) that the information was already public when the Firm came across it; (ii) the information became public after the Firm came across it, but not because of anything the Firm did or didn’t do; (iii) the Firm already knew the information when the Firm came across it and the Firm didn’t have any obligation to keep it secret; (iv) a third party provided the Firm with the information without requiring that the Firm keep it a secret; or (v) the Firm created the information on its own, without using anything belonging to the Client.
7.3 Third-Party Confidential Information. It is possible the Client and the Firm each have access to confidential information that belongs to third parties. The Client and the Firm each agree that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Firm is allowed to share confidential information with the other party and does so, the sharing party agrees to inform the other party in writing of any special restrictions regarding that information.
8. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party did not have knowledge of when it entered this Contract.
9. INDEMNITY.
9.1 Overview. This section transfers certain risks between the parties.
9.2 Client Indemnity. Subject to Section 5.5 of this Contract, the Firm agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against any reasonable liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding directly from (i) a breach by the Firm of its obligations under this Contract; or (ii) a breach by the Firm of the warrants it is making in Section 5 (Representations).
9.3 Firm Indemnity. In this Contract, the Client agrees to indemnify the Firm (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
10. GENERAL.
10.1 Assignment. This Contract applies only to the Client and the Firm. The Firm cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Firm's permission.
10.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
10.3 Modification; Waiver. The contract may only be modified in a signed writing clearly stating the changed terms. Neither party may waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it in a signed waiver clearly stating the terms of the waiver.
10.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 8:00am on the next business day.
10.5 Severability. If any portion of the Contract is found to be unenforceable. The Firm retains the right to sever and change the contract to the minimum extent necessary to make it enforceable, unless otherwise that change is not permitted by law. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract shall be still enforceable.
10.6 Signatures. Both the Client and the Firm must sign this document. Electronic signatures count as originals for all purposes.
10.7 Governing Law. The laws of the state of Minnesota govern the rights and obligations of the Client and the Firm under this Contract, without regard to conflict of law principles of that state.
10.8 Entire Contract. This Contract represents the parties’ final and complete understanding of the Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
11. Changes to Terms.
LAUREL reserves the right, in its sole discretion, to change the Terms under which services provided by the Firm are offered. The most current version of the Terms will supersede all previous versions. LAUREL encourages you to periodically review the Terms to stay informed of our updates.
12. Contact Us.
LAUREL welcomes your questions or comments regarding the Terms:
LAUREL Operations Management, LLC
2038 Ford Parkway, Suite 460
Saint Paul, MN 55116
Email Address: info@laureldevelops.com