Terms and Conditions
Terms and Conditions: Company (IDDI) agrees to provide the following services to Client subject to the terms and conditions herein:
Agreement referencing these Terms and Conditions: All services provided by Company under this Agreement shall be in compliance with applicable laws and be performed in a manner consistent with the standards in the industry. All work product derived from the services shall be owned by the Company. Payment to Company. Client shall pay Company for the work contemplated by this Agreement in the following manner: Company shall bill in advance of work the rates set forth in the referencing agreement. All payments are due upon receipt before work is performed. Representations and Warranties. Client makes the following representations and warranties to Company: Client has the power and authority to enter into this Agreement and perform its obligations hereunder; All information provided by Client to Company is true and complete and Client is not aware of any adverse facts or circumstances pertaining to the contemplated work; Client shall cooperate with Company in the performance of its work including but not limited to providing Company with such information as Client has in its possession or control pertaining to the contemplated work; Client is not a party to or been threatened with any litigation, arbitration, hearings or investigations regarding any aspect of the work to be provided hereunder. Company’s services are for informational purposes only and Company makes no representations as to the legality or meeting of applicable regulatory requirements. Client Indemnity. Client agrees to indemnify, defend and hold harmless, Company and its officers, directors, employees, owners, agents, contractors and representatives (collectively, the “Indemnified Parties”), from and against any claim, suit, cost, expense (including reasonable attorneys’ fees) or other liability arising from Client’s (i) breach of its obligations under this Agreement, (ii) use, manufacture, sale, distribution, advertising or handling of any of its services, products or components thereof, including failure to comply with applicable laws pertaining thereto, or (iii) the misrepresentation or misuse of the Company’s work or work product, in each case whether intentionally or negligently. Client agrees to advance all defense costs of the Indemnified Parties which shall be allowed to engage reasonable counsel of their choice. If Company is required or compelled to provide information or testimony pertaining to the work performed hereunder, Client shall advance all costs and expenses incurred by Company including payment for the staff time incurred at Company’s then prevailing rates. This section shall survive the termination or expiration of any Agreement. General Provisions. This Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which constitute the same instrument upon the receipt of signed counterparts by each party. The deliver by facsimile of a signed counterpart of this Agreement shall have the same legal and binding effect as the delivery of a signed original by hand. Termination. Company may terminate this Agreement at any time it reasonably believes that Client has not provided accurate or complete information to Company regarding the Work, or has breached any other provision of this Agreement. Final Agreement The referencing Agreement is intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered by this Agreement, and supersedes all previous agreements, understandings, negotiations and proposals relating thereto. Notices. Any notice, request, instruction or other communication required hereunder will be in writing and delivered personally or sent by a facsimile, courier service (including overnight) or registered or certified mail to the addresses in the referencing Agreement. Governing Law, Attorneys Fees, Venue. In the event of any dispute between the parties, the prevailing party shall be entitled to recovery from the other of its reasonable attorneys’ fees, appeal costs and enforcement costs. Such costs may be included in any arbitrator’s award or court judgment. The parties agree that the sole venue for the resolution of disputes between the parties shall be the county in which the principal offices of the Company are located and the parties agree to submit to the jurisdiction of the courts and arbitrators of such county. Successors, Assignment. The terms and provisions of this Agreement are binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the undersigned parties. Force Majeure. No party shall be liable for any failure to perform its obligations in connection with any action described in this agreement, if such failure results from any act of God, riot, war, civil unrest, terrorism, flood, earthquake, or other cause beyond such party’s reasonable control. Limitation of Liability. Notwithstanding anything to the contrary contained in herein, the liability of Company, its officers, directors, contractors, and owners, for any reason, arising from referencing Agreement to Client or any person claiming any right through Client, shall be limited in all events to the compensation actually received by Company under this Agreement less actual costs of the Company. Arbitration. All disputes between the parties hereto arising under referencing Agreement shall be resolved by binding arbitration. Such arbitration shall be conducted in accordance with the standards of the American Arbitration Association, and the decision rendered in such arbitration shall be binding and final. Confidentiality. Without the written consent of Client, the Company shall not use (except as required to provide the services hereunder) or disclose to any third party any non-public proprietary information of Client that is provided by Client to the Company hereunder, nor shall the Company issue or release any articles, advertising, publicity or other communication relating to the services it provides to Client hereunder or the results thereof without the prior written consent of Client.