Terms of service - Consulting

TERMS AND CONDITIONS - Any services not specifically outlined in this Service Description may be subject to additional fees and costs for the time and labor required. Client will consult with Consultant to request services beyond what is outlined herein. Consultant will advise Client if project is falling out of Service Scope.

COMPENSATION - In consideration for the Services to be performed by Consultant, Client agrees to pay Consultant. The fee outlined in the Service Description. Monthly subscription fees are due the first day of each month. Consultant will send Client the invoice to be paid by credit card or bank transfer. A monthly service charge of 5% (or the greatest amount allowed by Virginia law) is payable on all overdue balances. In the event of non-payment, or a failure to pay the balance when due, Consultant reserves the right to pursue any and all legal remedies necessary to secure payment under the Agreement. This includes the right to refer such matter to a collection agency and other remedies as available pursuant to Virginia law. Client will be held responsible for any and all legal fees and costs incurred by Consultant in collecting under the Agreement. Payments that are returned for insufficient funds (by check or Paypal processing), you will incur a $20 administration fee.

CLIENT’S RESPONSIBILITIES - Provide 24 hour notice when any consultation calls or appointment will require rescheduling. If Client misses one (1) call or does not provide 24 hour notice, Client will lose the payment made for that appointment and no refund will be issue. If Client is not on call or appointment within ten (15) minutes of scheduled start time, the call will be considered ‘missed’ and no refund will be issued.

RELATIONSHIP OF THE PARTIES - Independent Contractor - It is expressly agreed that the Consultant is acting as an independent contractor and not as Client’s employee. The Consultant and Client acknowledge this Agreement does not create a partnership or joint venture between them. Consultant will not enter into any contracts on behalf of Client. Consultant understands that Client will not obtain worker’s compensation insurance, make state or federal unemployment compensation payments, or provide any insurance coverage of any kind for the benefit of Consultant or Consultant’s Personnel compensating Consultant’s Personnel. Consultant’s Personnel are not Client’s employees and Client assumes no responsibility for hiring, training, or compensating them. Consultant is fully responsible for ensuring Consultant’s Personnel comply with the terms and conditions of this Agreement.

CONFIDENTIALITY - Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and material of the other party (hereinafter, “Confidential Information.”) Each party, its agents, personnel and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or may be required by a court or governmental authority. A party will not be restricted in using Confidential Information that is publicly available, becomes publicly known through no fault of the receiving party, or is otherwise received from a third party without an obligation of confidentiality. Upon termination of this Agreement, the receiving party will return the Confidential Information and materials to the disclosing party.

INTELLECTUAL PROPERTY - During the course of performing the Services, Consultant, Consultant’s Personnel, or other representatives may, independently or in conjunction with Client, develop information, materials, results, systems, and programs (hereinafter, collectively referred to as “Work Product”). Consultant retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights in Work Product. Consultant assigns Client an exclusive license in the Work Product subject to the following terms: internal use of all business strategies relating to the company. Consultant will retail all copyright ownership of materials (as outlined in section 6).

TERMINATING THE AGREEMENT - Either party, without cause, may terminate this Agreement by delivering ten (10) days written notice to the other party. In addition to any other obligations set forth in this Agreement, upon termination of this Agreement, Consultant shall be compensated for Services performed through the date of termination and shall be reimbursed for expenses incurred to date. Any nonrefundable payments will not be returned to Client. Furthermore, the receiving party will return all Confidential Information to the disclosing party. A penalty of 20% of total Consultant’s Fee will apply on terminated agreements.

11. LIMITATION OF LIABILITY - IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THIS AGREEMENT TO BOTH THE CLIENT AND THE CONSULTANT, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE PARTIES AGREE TO LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF CONSULTANT’S TOTAL FEES UNDER THIS AGREEMENT. IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION

HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW. HOWEVER, EACH PARTY WILL REMAIN LIABILE FOR BODILY INJURY OR PERSONAL PROPERTY DAMAGE RESULTING FROM GROSSLY NEGLIGENT OR WILLFUL ACTIONS OF THE PARTIES. REPRESENTATIONS AND WARRANTIES. - Consultant warrants that: Consultant has the full right to allow it to provide the Client with the assignments and rights provided for herein. The Services will be performed in a professional manner and that none

of such Services or any part of this Agreement is or will be inconsistent with any

obligation Consultant may have to others. Business Permits, Certificates, and Licenses: Consultant has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement. Original. All work under this Agreement shall be Consultant's original work and none of the Services, intellectual property, or any development, use, production, distribution or

exploitation thereof will infringe, misappropriate or violate any intellectual property or

other right of any person or entity.

DISPUTE RESOLUTION - If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Richmond, Virginia. Any costs and fees other than attorney fees associated with the mediation will be shared equally by the parties. If the dispute is not resolved within 90 days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.

NOTICE - All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be effective upon (a) the receipt by the party to which notice is given, or (b) on the third day following mailing, whichever occurs first. Notice may also be given by facsimile or electronic mail. Such notices shall be effective upon receipt of a written acknowledgement by the party to which notice is given.

ENTIRE AGREEMENT - This Agreement (including attachments) 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.

AMENDMENT - This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.

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.

HEADINGS - The headings contained in this Agreement are strictly for convenience, and shall - not be used to construe meaning or intent.

WAIVER - The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.

FORCE MAJEURE - A party shall not be liable for any failure of or delay in the performance of this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Upon occurrence of any force majeure event, the party relying upon this provision shall give written notice to the other party of its inability to perform or of delay in completing its obligations.

APPLICABLE LAW AND JURISDICTION - This Agreement shall be governed by the laws of the State of Virginia and any disputes arising from it must be handled exclusively in the federal and state courts located in Richmond, Virginia.

ASSIGNABILITY AND PARTIES OF INTEREST - No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. Nothing in this Agreement, express or implied, will confer upon any person or entity not a party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.