TERMS & CONDITIONS
These Terms and Conditions together with the Invoice approval collectively constitute an agreement (the “Agreement”) between you (hereinafter “you” or “Client”) and Total Asylem Marketing & PR (hereinafter “TA” “we” or “our”) for services described in the Invoice.
1. The term of this Agreement commences on the date of execution of the Invoice approved by Client (verbal and/or written)
2. Client will provide to TA all materials (hereinafter “Client Content”) or service direction within ten (10) business days of the Invoice approval in a form and through media acceptable to TA. TA may redesign or modify the organization, structure and/or formatting of the content as necessary or as requested by Client.
3. All Invoices under $300 are to be paid in full to TA upon Invoice approval.
Approved Invoices over $300 will be billed at 50% of the full amount specified in the Invoice (“Payment”) and is due upon approval of the Invoice. Payment of the remaining 50% of the full amount specified in the Invoice is due within thirty (30) days of Invoice approval or upon completion of work indicated on the Invoice, whichever comes first.
Interest on any unpaid amounts shall accrue at five percent (5%) per month and a $5.00 late charge commencing thirty (30) days after the approval date of the Invoice. TA services will commence when payment including all late fees has been received.
4. Right to terminate this Agreement – TA and Client must submit in writing within 30 days of the Invoice approval date for any refund consideration. Client submissions received after 30 days are non-negotiable and Client is responsible for any/all monies owed per the approved Invoice amount plus the 30-day past due %5 accrued interest rate and $5.00 late fee.
5. By approving an Invoice, Client agrees to indemnify TA and hold TA harmless for any and all loss. liability, damage, arising from or out of Client’s failure to perform this Agreement and/or any breach by Client of any representation or warranty set forth in this Agreement, including any and all legal costs incurred by us and costs of defense of any lawsuit or litigation against us including but not limited to all attorneys’ fees and costs of litigation. TA (Total Asylem Marketing and PR) retains the right to select and/or approve the legal counsel for any such defense provided pursuant to this paragraph.
6. TA may, in our sole discretion, post on the Website or through a link within the Website various statements of content, disclaimers or statements to the visitors and users of the Website concerning the content of the Website and access to and usage of the Website and may modify such statements and disclaimers from time to time without prior notice to Client.
7. In no event shall TA have liability or be deemed in breach hereof for any failure or delay of performance of any duration resulting in whole or part from any governmental action, fire, flood, insurrection, war, earthquake, power failure, network failure, riot, explosion, embargo, strikes, terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown personal or professional caused by Client or any other condition not reasonably within TA’s control. Your payment obligation is not excused or reduced upon the happening of any such event.
8. CLIENT AGREES TO WAIVE ANY RIGHT OR CLAIM FOR CONSEQUENTIAL DAMAGES AND LOST PROFITS. CLIENT AGREE THAT THEIR RIGHT TO RECOVERY FOR ANY BREACH BY TA UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO TA PURSUANT TO THIS AGREEMENT AND IN NO EVENT SHALL TA BE LIABLE FOR MONETARY DAMAGES FOR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT CLIENT HAVE ACTUALLY PAID TO TA PURSUANT TO THIS AGREEMENT.
9. This Agreement constitutes the entire agreement between Client and TA with respect to the subject matter herein and supersedes all prior written and all prior and/or contemporaneous oral communications regarding such subject matter. Accordingly, Client should not rely on any statement, comments, promises, avowals or representations or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this Agreement shall be held to be invalid or unenforceable the remaining provisions shall not in any way be affected or impaired.
10. This Agreement is not transferable or assignable and may not be conveyed or transferred to another person or entity due to the closing or sale of Client or Client’s bankruptcy or receivership whether voluntary or involuntary.
11. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law, except to the extent those laws are preempted by federal law. Client and TA agree to submit to the jurisdiction of the state and federal courts in Nevada as the exclusive jurisdiction for any action or lawsuit and all proceedings relating thereto arising out of this Agreement.