ADDITIONAL TERMS AND CONDITIONS INCORPORATED
The following additional terms and conditions have been incorporated into your Agreement as if fully stated therein:
INDEMNITY: Client agrees that Client shall not use any products or services provided by Provider in any manner which may violate any local, state, of federal laws, rules, or regulations. In the event that Client’s use of the products or services provided by Provider creates a causal link between the same and any claims, complaints, or other legal action pursued against Provider by any third party, Client agrees that Client shall hold harmless, defend, and otherwise indemnify Provider for any losses or costs associated therewith including attorney’s fees.
LIMITS ON LIABILITY. Regardless of whether a claim may lie in contract or tort or based in statute or common law, Client hereby waives all rights to recover from Provider, and Provider shall not be liable for, any indirect, incidental, special, consequential, punitive or exemplary damages, nor loss of revenue or anticipated revenue, loss of contractual or business opportunity, or business interruption damages, arising from or related to this Agreement or the performance of assignments by workers under this Agreement. For the avoidance of doubt, Provider may only be liable for damages to Client which are equal to the exact amount of payments which Client has made to Provider at the time the damages arise.
LATE FEES. Late fees shall be calculated by multiplying the monthly price times 0.16.
EFFECT OF UNTIMELY FEEDBACK. Client understands that Provider’s services or building of products are dependent, in part, upon information documents or feedback to be provided by Client. In the event that Client fails to provide the same, Client understands that such failure will delay the completion of any services or products and will cause Provider’s duties to other clients to become prioritized timewise in front of Client’s timeline.
REINSTATEMENT AFTER SUSPENSION; TERMINATION. In the event that services or the building of products to be provided to Client are suspended, which suspension is followed by a reinstatement, Client agrees to pay any and all costs, fees, prices, or other payments to Provider which may be associated with said reinstatement as determined at the sole discretion of Provider. In the event that Provider, at its sole discretion, determines that a suspension of services or the building of products has continued without reinstatement for an amount of time which makes the Agreement between the parties unsustainable or impractical, Provider may automatically terminate the Agreement and cease all services or building of products.
Provider, at its own discretion, may assign its rights and obligations under this Agreement to a third party so long as that third party is competent to provide the products or services for which Client engaged Provider under this Agreement.
FORCE MAJEURE. In the event that a party is unable to perform or is delayed in the performance of an obligation under this Agreement due to a force majeure (an act of God, weather, fire, explosion, flood, war, civil disturbance, terrorism, pandemic, disruption of transportation or communication services or infrastructure, or any other cause beyond that party’s control), such non-performance or delayed performance shall not be deemed an event of default under this Agreement. In the event of a force majeure, the non-performing party shall promptly notify the other party in writing and describing the particulars of the force majeure and the potential duration of the interruption of performance; the manner of delivery of such notice shall be the most immediate means available. The excuse of performance shall be of no greater scope and duration than is reasonably created by the force majeure, and the non-performing party shall use all reasonable efforts to remedy its inability to perform and the performance shall resume at the earliest practicable time after cessation of such interruption or despite it.
ATTORNEY’S FEES. The parties that in the event of litigation arises under or related to this Agreement, the prevailing party of such litigation shall be entitled to recover reasonable attorney’s fees and costs and expenses of the litigation.
The parties agree that the headings of each section are intended solely for convenience and shall not affect the meaning or interpretation of any section of this Agreement in any way.
SEVERABILITY & CONSTRUCTION. The parties agree that each and every term and provision of this Agreement is intended to be severable and, therefore, if any term or provision is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality, validity, or applicability of the remainder of this Agreement. Further, The Parties agree that each and every term and provision of this Agreement shall be construed simply according to its fair meaning and shall not be construed strictly for or against either party because each and every term and provision of this Agreement has been mutually agreed to and negotiated by the parties.
NON-WAIVERS. The parties agree that a failure by either party at any time to require the performance of any particular obligation under this Agreement by the other party shall not affect in any way the non-requiring party’s right thereafter to enforce the same, nor shall the waiver of any provision hereof by either party be taken or held to be a waiver of any subsequent or succeeding breach.
The parties agree that any provisions of this Agreement which are intended by their nature to survive the Agreement’s expiration or termination shall therefore survive and continue to operate prospectively following the termination or expiration of this Agreement.
CHOICE OF LAW & VENUE. The parties agree that this Agreement has been executed and entered into in Miami-Dade, Florida; and that this Agreement shall be governed in its enforcement, construction, and interpretation by the laws of the State of Florida; and that the exclusive venue for any litigation between the parties arising out of or relating to this Agreement shall be in the Eleventh Judicial Circuit (Miami-Dade County) of Florida, or in the Southern District of Florida if federal jurisdiction is applicable.
LEGAL COUNSEL. The parties agree that each of them has been advised to employ their own separate legal counsel prior to the acceptance of this contract, and each has had ample opportunity to do the same.
ENTIRE AGREEMENT & MODIFICATIONS. The parties agree that this Agreement constitutes the entire agreement of the parties and may not be amended or modified except in writing and signed by both parties. All prior understandings and agreements between the parties are merged into this contract, which alone fully and completely expresses their understandings and intentions.