Consulting Services

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Last Updated: Thursday, 28 July 2016 01:09

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OVERVIEW

This Agreement (this “Agreement”) is entered into by and between Thirsty Solutions, LLC DBA Web Page Tech ("Web Page Tech") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Web Page Tech’s services (the “Services”), and represents the entire agreement between you and Web Page Tech concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our other Terms of Service Agreements at https://webpagetech.com/index.php/en/terms-of-service, which are incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.

The terms "Consultant", "Host", "Parent", "Registrar". "Designer", "we", "us" or "our" shall refer to Web Page Tech. The terms "Client", "customer", "you", "your", "Registrant" or "User" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

This Agreement between you and the Registrar of the Domain Name, or .NAME Defensive Registration, or .NAME Mail Forward (the "Order") that you have registered/reserved through or transferred to Registrar, sets forth the terms and conditions of Registrar's domain name registration service and other associated services as described herein.

We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

  • 1. ENGAGEMENT; SERVICES.

    (a) Engagement. The Client retains the Consultant to provide, and the Consultant shall provide, the services described in Exhibit A (the “Services”).

    (b) Services. Without limiting the scope of Services described in Exhibit A, the Consultant shall:

    • (i) perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control;

      (ii) devote as much productive time, energy, and ability to the performance of Web Page Tech’s duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;

      (iii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;

      (iv) communicate with the Client about progress the Consultant has made in performing the Services;

      (v) supply all tools, equipment, and supplies required to perform the Services, except if the Consultant’s work must be performed on or with the Client’s equipment;

      (vi) provide services (including the Services) and end products that are satisfactory and acceptable to the Client and free of defects; and

      (vii) remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Client.

    (c) Legal Compliance. The Consultant shall perform the Services in accordance with standards prevailing in the Client’s industry, and in accordance with applicable laws, rules, or regulations. The Consultant shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.

    (d) Client’s Obligations. The Client shall make timely payments of amounts earned by the Consultant under this agreement and notify the Consultant of any changes to its procedures affecting the Consultant’s obligations under this agreement at least 30 days before implementing those changes.

  • 2. TERM AND TERMINATION.

    • (a) Term. This agreement will become effective as described in the OVERVIEW section. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Consultant has been paid in full for those Services (the “Term”). However, this agreement may not remain effective for more than 1 years after termination.

      (b) Termination. This agreement may be terminated:

      • (i) by either party on provision of 30 days’ notice to the other party, with or without cause;

        (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 90 days of receipt of written notice of the breach; [or]

        (iii) by the Client at any time and without prior notice, if the Consultant is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this agreement[.][; or]

        (iv) automatically, on the death of the Consultant.

      (c) Effect of Termination. After the termination of this agreement for any reason, the Client shall promptly pay the Consultant for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.

  • 3. COMPENSATION.

    • (a) Terms and Conditions. The Client shall pay the Consultant in accordance with Exhibit A.

      (b) No Payments in Certain Circumstances. No payment will be payable to the Consultant under any of the following circumstances:

      • (i) if prohibited under applicable government law, regulation, or policy;

        (ii) if the Consultant did not directly perform or complete the Services described in Exhibit A;

        (iii) if the Consultant did not perform the Services to the reasonable satisfaction of the Client; or

        (iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.

      (c) No Other Compensation. The compensation set out above and in Exhibit A will be the Consultant’s sole compensation under this agreement.

      (d) Expenses. Any ordinary and necessary expenses incurred by the Consultant or Web Page Tech's staff in the performance of this agreement will be the Consultant’s sole responsibility.

      (e) Taxes. The Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Client has no obligation to pay or withhold any sums for those taxes.

      (f) Other Benefits. The Consultant has no claim against the Client under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

  • 4. NATURE OF RELATIONSHIP; INVENTIONS.

    • (a) Independent Contractor Status.

      • (i) The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.

        (ii) The Consultant has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Consultant or the Consultant’s staff shall perform the Services, and the Client is not required to hire, supervise, or pay any assistants to help the Consultant perform those Services. The Consultant shall provide insurance coverage for Web Page Tech's self and Web Page Tech's staff.

      (b) Inventions Retained and Licensed. If in the course of providing services to the Client, the Consultant incorporates into a Client product, process, or machine a Prior Invention owned by the Consultant or in which the Consultant has an interest, the Client will be granted and have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell that Prior Invention as part of or in connection with that product, process, or machine.

      (c) Client Inventions. The Consultant has no right or interest in any work or product resulting from the Services the Consultant performs for the Client, or any of the documents, reports, or other materials the Consultant creates in connection with those Services (collectively, the “Client Inventions”), and has no right to or interest in any copyright to the Client Inventions. The Client Inventions have been specially commissioned or ordered by the Client as “works made-for-hire,” as that term is defined in the United States Copyright Act, and the Client is therefore the author and the owner of all copyrights in the Client Inventions.

      (d) Disclosure of Client Inventions. The Consultant shall promptly disclose in writing to the Client all Client Inventions that the Consultant has authored, made, conceived, or first actually reduced to practice, alone or jointly with others.

      (e) Assignment of Client Inventions. If the Client Inventions or any parts of those are deemed not to have been works made-for-hire, the Consultant hereby assigns to the Client all interest the Consultant may have in the Client Inventions, including all copyrights, publishing rights, rights to use, reproduce, and otherwise exploit the Client Inventions in all formats or media and all channels, whether now known or created in the future.

      (f) Patent and Copyright Registrations. The Consultant shall assist the Client or its designee, at the Client’s expense, to secure the Client’s rights in the Client Inventions and any copyrights, patents, mask work rights, or other intellectual property rights relating to the Client Inventions in all countries, including by disclosing to the Client all pertinent information and data with respect to those, by signing all applications, specifications, oaths, assignments, and other instruments that the Client deems necessary to apply for and obtain those rights and to assign and convey to the Client, its successors, assigns, and nominees the exclusive interest in the Client Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating to those. When it is in the Consultant’s power to do so, the Consultant shall sign or cause to be signed these instruments or papers after the termination or expiration of this agreement. If the Consultant provides assistance after the termination or expiration of this agreement at the Client’s request, the Client shall pay the Consultant a reasonable rate for any time spent. If because of the Consultant’s mental or physical incapacity or for any other reason the Client cannot secure a signature to apply for or pursue any application of any United States or foreign patents or copyright registrations covering Client Inventions or original works of authorship assigned to the Client, the Consultant hereby irrevocably designates and appoints the Client and its duly authorized officers and agents as the Consultant’s agents and attorneys in fact, to act for and on behalf of the Consultant to sign and file those applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrations with the same legal force and effect as if they had been signed by the Consultant.

  • 5. USE OF TRADEMARKS.

    The Consultant may use, reproduce, and distribute the Client’s service marks, trademarks, and trade names (if any) (collectively, the “Client Marks”) in connection with the performance of the Services. Any goodwill received from this use will accrue to the Client, which will remain the sole owner of the Client Marks. The Consultant may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client’s interest in the Client Marks. The Consultant may not cause diminishment of value of the Client Marks through any act or representation. The Consultant may not apply for, acquire, or claim any interest in any Client Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Consultant will have no further right to use the Client Marks, unless the Client provides written approval for each such use.

  • 6. CONFIDENTIAL INFORMATION.

    • (a) Confidentiality. During the Term, the Consultant may have access to or receive certain information of or about the Client that the Client designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Consultant (“Confidential Information”). Confidential Information includes information relating to the Client or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analysis, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Consultant will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill Web Page Tech's obligations in this agreement. In addition, the Consultant shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

      (b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information the Consultant demonstrates:

      • (i) was or becomes generally publicly available other than as a result of a disclosure by the Consultant in violation of this agreement;

        (ii) was or becomes available to the Consultant on a non-confidential basis before its disclosure to the Consultant by the Client, but only if:

        • A. the source of such information is not bound by a confidentiality agreement with the Client or is not otherwise prohibited from transmitting the information to the Consultant by a contractual, legal, fiduciary, or other obligation; and

          B. the Consultant provides the Client with written notice of Web Page Tech's prior possession either (I) before the effective date of this agreement or (II) if the Consultant later becomes aware (through disclosure to the Consultant) of any aspect of the Confidential Information as to which the Consultant had prior possession, promptly on the Consultant so becoming aware;

        (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Consultant shall:

        • A. provide the Client with prompt notice of these requests or requirements before making a disclosure so that the Client may seek an appropriate protective order or other appropriate remedy; and

          B. provide reasonable assistance to the Client in obtaining any protective order.

          If a protective order or other remedy is not obtained or the Client grants a waiver under this agreement, the Consultant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Client, the Consultant is legally compelled or otherwise required to disclose. However, the Consultant shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or

        (iv) was developed by the Consultant independently without breach of this agreement.

      (c) Obligation to Maintain Confidentiality.

      • (i) Confidentiality. At all times during Web Page Tech's work with the Client, the Consultant shall hold in strictest confidence, and not use, except for the benefit of the Client, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any of the Client’s Confidential Information.

        (ii) Term. The Consultant shall maintain the confidentiality and security of the Confidential Information until the earlier of: (i) such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Consultant or (ii) the third anniversary of the termination of the Consultant’s work with the Client. However, to the extent that the Client has disclosed information to the Consultant that constitutes a trade secret under law, the Consultant shall protect that trade secret for as long as the information qualifies as a trade secret.

      (d) Remedy. Money damages may not be a sufficient remedy for any breach of this section by the Consultant and, in addition to all other remedies, the Client may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.

  • 7. OTHER ACTIVITIES.

    During the Term, the Consultant is free to engage in other independent contracting activities, except that the Consultant may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Consultant’s obligations or the scope of Services to be rendered for the Client under this agreement.

  • 8. RETURN OF PROPERTY.

    Within 90 days of the expiration or earlier termination of this agreement, the Consultant shall return to the Client, retaining no copies or notes, all Client products, samples, models, property, and documents relating to the Client’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Consultant during and in connection with Web Page Tech's work with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Client’s business, whether prepared by the Consultant or by others, remain the Client’s exclusive property.

  • 9. INDEMNIFICATION.

    (a) Of Client by Consultant. At all times after the effective date of this agreement, the Consultant shall indemnify the Client and its subcontractors officers, members, managers, employees, owners, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Client Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Client Indemnity may incur and that arise from:

    • (i) the Consultant’s breach of any of Web Page Tech's obligations or representations under this agreement; or

      (ii) the Consultant’s breach of Web Page Tech's express representation that Web Page Tech is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Consultant is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Consultant’s own actions, the Consultant will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Consultant or the Client resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Consultant’s earnings if the Consultant had been on the Client’s payroll and employed as a Client employee.

    (c) Of Consultant by Client. At all times after the effective date of this agreement, the Client shall indemnify the Consultant and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Consultant Indemnities”) from all Claims that the Consultant Indemnities may incur arising from:

    • (i) the Client’s operation of its business;

      (ii) the Client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or

      (iii) the Client’s breach of any of its obligations or representations under this agreement. However, the Client is not obligated to indemnify the Consultant if any of these Claims result from the Consultant’s own actions or inaction; or

      (iv) the Client’s network down times.

  • 10. FORCE MAJEURE.

    A party will be not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

    (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and

    (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

  • 11. GOVERNING LAW.

    (a) Choice of Law. The laws of the state of Texas govern this agreement (without giving effect to its conflicts of law principles).

    (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in n Nueces County, Texas.

    (c) Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees.

  • 12. AMENDMENTS.

    No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

  • 13. ASSIGNMENT AND DELEGATION.

    (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.

    (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld.

    (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section 14, it is void.

  • 14. SEVERABILITY.

    If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or lack of enforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

  • 15. ENTIRE AGREEMENT.

    This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

  • 16. HEADINGS.

    The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

  • 17. NECESSARY ACTS; FURTHER ASSURANCES.

    Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

  • EXHIBIT A

    DUTIES, SPECIFICATIONS, AND COMPENSATION

    1. DUTIES.

    • The Consultant shall perform the following services:

      • a) Configure and assist in setup of network devices according to client specification.

        b) Assist with client network/device troubleshooting according to client specification.

        c) Maintain device backups and checkups according to client specification.

    2. COMPENSATION.

    • (a) Labor Fee.

      • The Consultant’s fee is due after the Consultant has completed the Services, and is payable in accordance with the Consultant’s billing invoice.

    • (b) Late Fee.

      • A late fee may apply if a customers invoice payment exceeds the due date.

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