Project Terms & Conditions
This agreement (the “Agreement”) is made between Monday Mouse (a division of A2 Media Ventures, Inc.) (“Consultant”) and the client (“Client”). By completing payment for services, Client agrees to these Project Terms and Conditions.
In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
Services
Consultant provides services to set up project management systems.
Consultations
Client may reschedule a consultation appointment one time, with a minimum of 24 hours' notice for no additional charge. Missed appointments or rescheduled appointments within that window will be considered complete and are non-refundable.
Support Plans
Consultant provides support services on a subscription basis. Monthly support services must be used in the current month and do not roll over into future months. Scheduled support plan meetings cancelled within 24 hours of the scheduled time will count toward monthly meeting balance. Support fees are non-refundable.
Fees, Expenses, Payment
Our fees for providing the services are client-specific. Payment for services is paid via credit card online prior to project commencement, and all additional charges, overnight delivery, and other expenses directly related to the assignment are billed separately and require pre-approval by Client. Client is responsible for all software subscriptions and other direct technology and services costs.
Term and Renewal
The term of this Agreement is one year, commencing on date of client first payment. Client may terminate this Agreement by providing 30 days written notice (including email), however, Client is not entitled to a refund of any payment amount.
Delivery, Acceptance, Project Length
We aim to deliver your project in a timely fashion. Your feedback is critical to the success of your project, so if after 5 business days from a project delivery date we receive no feedback, that portion of your project is then considered complete and we will continue with the remainder of your project. No project phase shall exceed 30 calendar days in length.
Independent Contractor
This Agreement does not constitute a hiring by either party. This Agreement shall not be considered or construed to be a partnership or joint venture, and Client shall not be liable for any obligations incurred by Consultant unless specifically authorized in writing.
Indemnification
Client agrees to indemnify and hold harmless (jointly or severally) Consultant and its subsidiaries, affiliates, shareholders, directors, officers, employees and licensors from any and all claims, judgments, settlements, damages, liabilities, actions, demands, costs, expenses, or losses, including reasonable attorney’s fees, arising from or related to services provided.
Limitation of Liability
Under no circumstances shall Consultant be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if advised of the possibility of such damages), loss of business, loss of profits or goodwill, arising from this Agreement. Consultant disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, suitability, compliance with laws, quality, or otherwise, with respect to consulting services. In no event shall Consultant be liable in any way for an amount greater than the most recent payment made to Consultant.
Non-solicitation
During the term of the project and for a period of 2 years thereafter, Client shall not interfere with the Consultant's relationship with, or endeavor to entice away from the Consultant, any person who is an employee or contractor of the Consultant or otherwise had a material business relationship with the Consultant. If Client hires in any capacity individuals or teams that fit this description, then Client shall pay Consultant a fee equal to 1 year compensation of such individuals or teams. If 1 year of compensation history is not available, then the 1 year total shall be calculated as 4 times the most recent 3 months of compensation paid. If less than 3 months of compensation history is available, the total shall be calculated as an annualized total of the most recent month’s compensation.
Intellectual Property
Services provided, inclusive of materials, such as software configuration or design, process design, informational text or guides, video, graphic materials, any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing, are the property of Consultant. Consultant retains all right, title and interest, including all intellectual property rights, in and to the materials listed. Client maintains full rights to their own data.
Mutual Confidentiality
Neither Consultant or Client shall disclose the other party’s Confidential Information to any person other than its employees, officers, directors, affiliates, agents and representatives who are bound by obligations of confidentiality and who have a need to know such information in order to perform their obligations in connection with this Agreement. Each party may only use the other’s Confidential Information as permitted to perform its respective obligations under this Agreement. “Confidential Information” means any information disclosed by a party to the other that is reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself.
Non-disparagement
Consultant and Client each agree to not make, and to not direct any other person to make, any negative or disparaging remarks regarding each other or services provided, including placing any negative or disparaging remarks or reviews on the Internet.
Non-disclosure
The parties agree that the terms of this Agreement may not be discussed with any third party not a party to this agreement. Client may discuss this agreement with professional advisors who, in turn, will treat the terms of this agreement as confidential.
Dispute
Any dispute arising out of or relating to this agreement will be submitted to binding arbitration in Washtenaw County, Michigan pursuant to the Rules of the American Arbitration Association. The prevailing party in any arbitration shall be entitled to recover all reasonable expenses in connection with such proceedings.
Applicable Law
This Agreement shall be governed by the laws of the State of Michigan.
Entire Agreement
These Terms and Conditions set forth the entire understanding and agreement of the parties and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this agreement.
Updated: August 9, 2022