This simplicity.online Agreement (the "Agreement") is entered into as of 10/21/2018 (the "Effective Date") by and between Simplicity Solutions Group, LLC, a partnership (the "Provider"), and _______________________, a __________ (the "Client," and together with the Provider, the "Parties").
WHEREAS, the Client wishes to engage the Provider as an independent contractor for the Client for the purpose of providing marketing services for the Client's website _______________________ (the "Website");
WHEREAS, the Provider wishes to provide maintenance services to the Website and agrees to do so under the terms and conditions of this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
The Client hereby engages the Provider, and the Provider hereby accepts such engagement, to perform the services described in Exhibit A attached hereto and made a part hereof, in connection with digially marketing the Client.
The total compensation for the Services shall be as set forth in Exhibit A hereto. Payments shall be made according to the payment schedule set forth in Exhibit A hereto.
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, for a period of six months (the "Term").
- Types of Termination. This Agreement may be terminated:
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 30 days of receipt of written notice thereof.
- By the Client at any time and without prior notice, if the Provider 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.
Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Provider according to the terms of Exhibit A for Services rendered before the effective date of the termination (the "Termination Date"). The Provider acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. The Provider shall return to the Client all materials and information the Client has provided to the Provider in connection with this Agreement no later than 30 days after the Termination Date.
Of the Provider. The Provider agrees to do each of the following:
- Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner.
- Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.
- Provide Services that are satisfactory and acceptable to the Client and take every step to ensure the Website remains functional and operating.
- Maintain password secrecy and notify the Client immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised.
- Of the Client. The Client agrees to do each of the following:
- Engage the Provider to provide marketing services as further detailed in Exhibit A to this Agreement.
- Provide all assistance and cooperation to the Provider in order to enable the Provider to provide such service as detailed in Exhibit A.
- Provide initial information and supply all materials necessary for Provider to commence the project within 14 days of the Effective Date.
- Monitor the marketing content for items that need to be corrected or updated and provide such updates or corrections to the Provider as detailed in Section 8.
- Maintain password secrecy and notify the Provider immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised.
The Provider agrees, during the Term and for a period of one year thereafter, to hold in strictest confidence and not to use, except for the benefit of the Client or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. "Confidential Information" means any of the Client's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Provider by the Client either directly or indirectly. The Provider may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the Client's personnel or authorized representatives or for any other purpose the Client may hereafter authorize in writing. At the request of the Client, the Provider must promptly return all copies of Confidential Information received from the Client, and must promptly destroy all other Confidential Information prepared by the Provider, including, without limitation, any notes, reports, or other documents.
PARTIES' REPRESENTATIONS AND WARRANTIES.
- The Parties each represent and warrant as follows:
- Each Party has the full power, authority, and right to perform its obligations under the Agreement.
- This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies).
- Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
- The Provider hereby represents and warrants as follows:
- The Provider has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
- The Provider has the experience and ability to perform the Services required by this Agreement.
- The Provider has the right to perform the Services required by this Agreement at any place or location, and at such times as the Provider shall determine.
- The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Provider shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
- The Services required by this Agreement shall be performed by the Provider or the Provider's staff, and the Client shall not be required to hire, supervise, or pay any assistants to help the Provider perform such Services.
- The Provider is responsible for paying all ordinary and necessary expenses of its staff.
- The Client hereby represents and warrants as follows:
- The Client will make timely payments of amounts earned by the Provider under this Agreement and as detailed in Exhibit A hereto.
- The Client shall notify the Provider of any changes to its procedures affecting the Provider's obligations under this Agreement at least 14 days prior to implementing such changes.
- The Client shall provide such other assistance to the Provider as it deems reasonable and appropriate.
- Procedure for Request. The Client must submit all requests for maintenance (each, a "Client Maintenance Request") to the Provider via email or phone. A Client Maintenance Request must (i) provide the Provider with clear and specific instructions, (ii) be reasonable in nature, and (iii) be within the scope of the Services. All materials transferred to the Provider in connection with a Client Maintenance Request must be in acceptable format, which shall be limited to the following: email, PDF, jpg, png, gif, PSD, AI, EPS, DOC, DOCX, XLS, XLSX, TXT.
- Review and Inspection. The Provider will promptly notify the Client when the work required under a Client Maintenance Request is complete so that the Client can review and inspect such work to ensure its accuracy. The Client will notify the Provider of any errors, omissions, and other issues via email or telephone as soon as practicable following discovery. The Provider will use best efforts to resolve any such errors, omissions, and issues as quickly as possible.
NATURE OF RELATIONSHIP.
- Independent Contractor Status. The Provider agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Provider is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Provider's compensation hereunder. The Provider shall have no claim against the Client hereunder 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. Nothing in this Agreement shall create any obligation between either Party and a third party.
- Indemnification of Client by Provider. The Client has entered into this Agreement in reliance on information provided by the Provider, including the Provider's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Provider is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Provider's own actions, the Provider shall assume full responsibility and liability for all taxes, assessments, and penalties imposed on or against the Provider and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Provider's earnings had the Provider been on the Client's payroll and employed as an employee of the Client.
NO CONFLICT OF INTEREST; OTHER ACTIVITIES
The Provider hereby warrants to the Client that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, the Provider is free to engage in other website maintenance activities; provided, however, the Provider shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Provider's obligations or the scope of Services to be rendered for the Client pursuant to this Agreement.
- Of Client by Provider. The Provider shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Claims") that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Provider arising from or connected with the Provider's carrying out of its duties under this Agreement, or (ii) the Provider's breach of any of its obligations, agreements, or duties under this Agreement.
- Of Provider by Client. The Client shall indemnify and hold harmless the Provider from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its maintenance or usage of the Client's Website in connection with the carrying out of its duties under this Agreement or (ii) the Client's breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Provider.
- No Intellectual Property Infringement by Provider. The Provider hereby represents and warrants that the use and proposed use of any software, programs, or applications to maintain, repair, or update the Website does not and shall not infringe, and the Provider has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, programs, or applications used to maintain, repair or update the Website infringe on the rights of any such third party, the Provider shall obtain a license or consent from such third party permitting the use of such items.
- No Intellectual Property Infringement by Client. The Client represents to the Provider and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Provider and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. The Client further represents to the Provider that its domain names or URL listing does not infringe, dilute, or otherwise violate third party rights or trademarks.
- Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website provided by the Client are the property of the Client and the Provider has no ownership rights or other intellectual property rights to such items.
LAWS AFFECTING ELECTRONIC COMMERCE.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Provider and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet electronic commerce.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
The Client may assign this Agreement freely, in whole or in part. The Provider may not, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, except that the Provider may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Client of written notice of such assignment or transfer.
SUCCESSORS AND ASSIGNS.
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
A Party shall not be be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder 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"); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
- notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
- use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
NO IMPLIED WAIVER.
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:
If to the Client:
If to the Provider:
Simplicity Solutions Group, LLC
921 Town Center Drive, Suite 600
Orange City, FL 32763
ATTN: John Fairfull
This Agreement shall be governed by the laws of the state of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party's reasonable attorneys' fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
This Agreement, together with Exhibit A and Exhibit B hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
As compensation for the Services, the Company agrees to pay the Provider, $0 per month.
- PAYMENT SCHEDULE.
The Provider will invoice the Company the Service Fee(s) monthly. Invoices will be paid on receipt. Each invoice will include any Additional Fee(s), as defined in Part B below, if applicable.
- ADDITIONAL FEES.
Additional maintenance work requested or authorized by the Company that falls outside the scope of the Services will be billed to the Company at a rate of $50.00 per hour (the "Additional Fee").
FAILURE TO PAY.
Client recognizes that their service will be suspended after 30 days for failure to pay, and they may be subject to collection procedures.
By signing below, the Parties agree to comply with all of the requirements contained in this Exhibit A.
||Simplicity Solutions Group, LLC
Name: John Fairfull
End User License Agreement
This agreement (or "EULA") is a legal agreement between the person, company or organization ("You") that has licensed a software product ("Product") and Simplicity Solutions Group ("Licensor" or "Application Provider"). The Product is to be obtained only through Application Provider's website or delivery by an employee with competent authority to deliver such Product. By installing and/or using any Product provided by the Licensor, You are confirming your acceptance of this agreement and you are agreeing to become bound by the terms of this agreement.
This EULA shall apply only to a Product supplied by the Licensor herewith regardless of whether other software or platform is referred to or described herein. The Products transacted through the Services are licensed, not sold, to You for use only under the terms of this license. The Application Provider reserves all rights not expressly granted to You. The Product that is subject to this license is referred to in this license as the "Licensed Application."
"Object Code" shall mean computer programming code, substantially or entirely in binary form, which is intended to be directly executable by a computer after suitable processing but without the intervening steps of compilation or assembly.
"Source Code" shall mean computer programming code, other than Object Code, and related source code level system documentation, comments and procedural code, such as job control language, which may be printed out or displayed in human readable form.
- Scope of License: This license granted to You for the Licensed Application by Application Provider is limited to a non-transferable license to use the Licensed Application on any computer system you own or control and as permitted by the Usage Rules. This license does not allow You to use the Licensed Application on any computer system You do not own or control, and You may not distribute or make available the Licensed Application Source Code over a network where it could be obtained without being purchased. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application.You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Application Provider and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Application Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
- Termination: The license is effective until terminated by You or Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
- Services: Third Party Materials. The Licensed Application may enable access to Application Provider's and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service. Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, You acknowledge and agree that the Application Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Application Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Application Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services. In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to may not be available in all languages or in all countries. The Application Provider makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Application Provider, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Application Provider be liable for the removal of or disabling of access to any such Services. The Application Provider may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
- No Warranty: You expressly acknowledge and agree that use of the licensed application is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the license application and any services performed or provided by the licensed application ("services") are provided "as is" and "as available," with all faults and without warranty of any kind, and application provider hereby disclaims all warranties and conditions with respect to the licensed application and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Application Provider does not warrant against interference with your enjoyment of the licensed application, that the functions contained in, or services performed or provided by, the licensed application will meet your requirements, that the operation of the licensed application or services will be uninterrupted or error-free, or that effects in the licensed application or services will be corrected. No oral or written information or advice given by application provider or its authorized representative shall create a warranty. Should the licensed application or services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
- Limitation of Liability. To the extent not prohibited by law, in no event shall Application Provider be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the licensed application, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if application provider has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liabilty for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Application Provider's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
- The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- The laws of the State of Florida, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
||Simplicity Solutions Group, LLC
Name: John Fairfull