Terms & Conditions
TSD will use commercially reasonable efforts to carry out its responsibilities with respect to the Services.
Customer shall pay TSD the fees stated on TSD’s proposal for the Services (the “Fees”) within five (5) days of the Effective Date. TSD is under no obligation to begin the Services until the Fees are paid in full. The Fees are exclusive of all taxes and Customer agrees to pay all taxes, including local, state, federal or foreign sales, use and value-added taxes, or similar charges imposed by any governmental entity in connection with Customer’s receipt and use of the Services, excluding taxes on TSD’s net income.
4. Ownership & Licenses
6. Term & Termination
This Agreement shall commence on the Effective Date and shall continue for a period of ninety (90) days. Either party may terminate this Agreement in the event of a material breach of the Agreement by the other party which is not cured within thirty (30) days of written notice to the other party of such breach. Sections 2, 3, 4(b) and 6-9 shall survive any termination or expiration of this Agreement.
7. Independent Contractors
The parties’ relationship with each other in connection with this Agreement shall be that of independent contractors and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Neither party is the agent of the other party and is neither party is authorized to make any representation, contract, or commitment on behalf of the other party.
8. Limitation of Liability
EXCEPT FOR BREACHES OF SECTIONS 3 AND 4, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES CLAIM REGARDING THIS AGREEMENT SHALL NOT EXCEED USD $5,000.
The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, and administrators and permitted assigns. Customer shall not assign this Agreement or its obligations hereunder without the prior written consent of the other party and any such purported assignment shall be null and void. This Agreement constitutes the parties’ final, exclusive and complete understanding and agreement with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements relating to its subject matter, including the previous Service Agreement, if applicable. In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of the Agreement. The rights and obligations of the parties under this Agreement shall be governed in all respects by the laws of the State of California without reference to its conflicts of laws provisions.