In this Agreement, the party who is contracting to receive services shall be referred to as "Client", and the party who will be providing the services shall be referred to as "EASICOMM". EASICOMM has a background in IT Consulting and is willing to provide services to the Client based on this background. The Client desires to have services provided by EASICOMM. Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. As outlined below, EASICOMM will provide the described services (collectively, the "Services") as required by this Service Agreement.
2. PERFORMANCE OF SERVICES. An estimate of parts and labor fees has been outlined below. EASICOMM will make its best efforts to remain within the estimated budget. Approved change orders and overages will be approved by an addendum to this agreement by additional Service Agreement submission by the Client. The manner in which the Services are to be performed and the specific hours to be worked by EASICOMM shall be determined by EASICOMM. The Client will rely on EASICOMM to work as many hours as may be reasonably necessary to fulfill EASICOMM's obligations under this Agreement.
3. CLIENT PARTICIPATION: The Client understands that the Website design begins in a Desktop environment. Once the Desktop version has been agreed to by the Client, EASICOMM will proceed, if chosen, with a Mobile version design. The Client agrees to utilize a desktop (PC or MAC) device for purposes of reviewing and approving website designs, and if chosen, mobile devices for all mobile versions of the web site design.
4. BILLING AND PAYMENT. The Client will pay a fee to EASICOMM for the Services based on those outlined herein, through a direct signed agreement or through the Wix Marketplace.
5. PARTS EXPENSE. IT Related Expenses for local or online purchases will be borne by the Client.
6. NEW PROJECT APPROVAL. EASICOMM and the Client recognize that EASICOMM's Services may include working on various projects for the Client. EASICOMM shall obtain the approval of the Client prior to the commencement of a new project.
7. TERM/TERMINATION. This Agreement shall terminate automatically upon completion by EASICOMM of the Services required by this Agreement.
8. RELATIONSHIP OF PARTIES. It is understood by the parties that EASICOMM is an independent contractor with respect to the Client and not an employee of the Client. the Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefits, for the benefit of EASICOMM. The Client understands that while EASICOMM may make recommendations as a Reseller, Channel Partner, and/or Sub-Agent for vendors, suppliers, and service providers, EASICOMM assumes no responsibility for the failure of performance standards, quality of service, or customer satisfaction of third party providers of IT products and services.
9. INTELLECTUAL PROPERTY RIGHTS: The parties agree as follows with regards to limitations on liability:
Rights of Parties and Restrictions on Use: The Parties shall not violate each other’s respective intellectual property rights, including, but not limited to, copyrights, trademarks, and patents. The Parties shall not use each other’s respective intellectual property except as is necessary to carry out the objectives of this Agreement or applicable Statement Of Work (SOW) unless prior written permission is obtained from the Party authorizing such use.
Rights of 3rd Parties: Client understands that in providing Services, Vendor may use the licensed intellectual property of third parties. As such, the Client will respect and not interfere with the intellectual property of such third parties.
Rights in Services: Any Services performed by Vendor pursuant to this Agreement and applicable SOWs are NOT considered "work made for hire" as defined in 17 USC Section 101 (the Copyright Act) of the United States Code (including subsequent renumbering and successor statutes) and all intellectual property rights in all materials provided by Vendor for Services rendered shall remain with Vendor unless otherwise agreed in an SOW.
10. EMPLOYEES. EASICOMM has no employees. All services are provide directly by the principal owner. All services by others are mandated by direct agreement between the Client and said provider’s terms and conditions of service.
10. INDEMNIFICATION. EASICOMM agrees to indemnify and hold harmless the Client from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of EASICOMM, EASICOMM's employees, if any, and EASICOMM's agents. The Client agrees to indemnify and hold harmless EASICOMM from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against EASICOMM that result from the acts or omissions of the Client, it’s employees, and agents. The Client grants permission to EASICOMM to perform any action deemed necessary in an attempt to conduct repairs, remedies, and solutions. Furthermore, the Client releases EASICOMM from any liability for any data loss which may occur, or component failures occurring during attempted repair, testing, or at any other time. EASICOMM is not responsible for the loss of profit or any direct, indirect, special, incidental, or consequential damage occurring during or after computer service. The Client releases EASICOMM from liability associated with any hardware, diskettes, or other media in connection with this waiver. ALL CLAIMS FOR LIABILITY AND/OR LOSS INCLUDING WITHOUT LIMITATION ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHICH MAY OCCUR AS A RESULT OF ANY REPAIR ACTION (OR INACTION) ARE HEREBY EXPRESSLY WAIVED.
11. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
Craig S. Thompson, President
1830 N. University Drive #184
Plantation, FL 33322
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
13. AMENDMENT. This electronic agreement may be modified or amended as per below.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Florida.
17. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edicts, ordinances or regulations, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.
18. ASSIGNMENT. EASICOMM agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of the Client. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Client with, or its merger into, any other corporation, or the sale by the Client of all or substantially all of its properties or assets, or the assignment by the Client of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.