Consultation Services – CLIENT hereby contracts iHelp mac users to provide training or consulting services. For all services not specified or quoted, regular iHelp mac users rates apply: $50 / hour with a one hour minimum billing, per 30 minutes thereafter + travel fee. A Senior Citizen rate, for those that qualify: 15% less than the regular rate. And iHelp mac users reserves the right to adjust rates as it sees fit, and will inform CLIENT at least one month in advance of such adjustments.
Scope of Work – This agreement will end one year from the date of signing. Either party may cancel this agreement at any time with one month’s notice. CLIENT shall pay for billable hours and expenses incurred by the iHelp mac users team up until the time of cancellation. During the course of work, if iHelp mac users feels that any task will take longer than estimated due to longer process or unforeseen circumstances, we will inform CLIENT so an appropriate decision can be made to continue or stop work as necessary.
Payment Terms – iHelp mac users will be paid at the rates agreed for work performed in accordance with this agreement unless otherwise agreed to in writing. CLIENT will pay for services immediately when invoiced. If CLIENT cancels a service appointment in less 24 hours of the scheduled appointment, the CLIENT will be invoiced at the regular iHelp mac users rate: $50/hr. iHelp mac users will e-mail or mail an invoice setting forth the time spent for services rendered. If CLIENT has not challenged an invoice within 10 days of receipt, it shall forfeit any right to thereafter challenge said invoice.
Default – “Default” shall mean [non-payment] according to the terms of agreement. In the event of Default on the part of CLIENT, iHelp mac users may cease all further performance under this agreement and shall not be liable for any losses or damage suffered by CLIENT as a result of iHelp mac users cessation of services. After such Default, iHelp mac users shall not be obligated to provide any additional services unless mutually agreed to in writing between the parties. In the event CLIENT believes iHelp mac users is in default or breach of this agreement, CLIENT shall provide iHelp mac users with timely written notice of the default or breach and expressly identify the nature of the default or breach in that notice. Further, iHelp mac users shall have ten (10) days to cure (“Cure Period”) that default or breach, failing which this agreement shall automatically terminate without any further obligation by one party to the other. Notwithstanding the above, iHelp mac users shall be entitled to full payment for all services and equipment provided to CLIENT as of the expiration of the Cure Period.
Warranties and Representations – iHelp mac users does not make and hereby disclaims, and CLIENT hereby waives, any representations or warranties, arising by law or otherwise, regarding the Services described in this Agreement, or any portion thereof, including, without limitation implied warranties or merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, course of performance or usage in trade. Without limiting the foregoing, iHelp mac users specifically does not warrant the Services described herein (a) against failure of performance including, without limitation, any failure due to computer hardware or communications systems, or (b) any economic or other benefit that CLIENT might obtain through its participation in this Agreement. With respect to any equipment supplied, only the manufacturers warranty, if any, shall apply to any repair or maintenance, unless expressly set forth to the contrary in this Agreement.
Release and Indemnification – CLIENT hereby releases and agrees to hold harmless, defend and indemnify iHelp mac users, from any and all claims, actions, proceedings, suits, liabilities, damages (actual, consequential, or incidental), settlements, penalties, fines, costs or expenses (including without limitation, reasonable attorney’s fees and other litigation expenses) of every kind, whether known or unknown, incurred by CLIENT arising out of this Agreement.
Limitation of Liability – In no event shall iHelp mac users be liable for indirect, special or consequential damage suffered by CLIENT in connection, directly or indirectly, with the action or inaction of iHelp mac users under or in relation to this Agreement.
Independent Contractor – Both CLIENT and iHelp mac users agree that iHelp mac users will act as an independent contractor in the performance of duties under this contract. Accordingly, iHelp mac users shall be responsible for payment of all taxes including State and Federal taxes arising out of iHelp mac users’ activities in accordance with this contract. Nothing contained in this Agreement is intended to constitute the Parties as partners or joint venture’s in the legal sense. Neither party intends that a partnership, joint venture or similar relationship be formed by this Agreement or any performance hereunder. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other or to bind the other to any contract, agreement or undertaking with any third party.
Confidentiality – Each party agrees that the Confidential Information of the other party will be held in confidence to the same extent and the same manner as each party protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers or employees on a need-to-know basis, provided they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. “Confidential Information” means each party’s trade secrets, financial information, formulas, specifications, programs, instructions, technical know-how, methods of operation, testing benchmarks, any other information identified by a party as Confidential Information, and any other information that should reasonably be understood to be confidential or proprietary. The confidential Information referred to in this Section shall not apply in the following cases: If it was already known to the other party, if it was disclosed-without obligation to keep the information confidential, if it was publicly known or became publicly known through no-fault of the receiving party, if it was independently developed by the receiving party without use of the other party’ Confidential Information, or if it is required to be disclosed by a court of competent jurisdiction and in that case, the disclosing party shall be granted a reasonable opportunity to obtain a protective order.
Governing Law and Jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made regardless of the place of physical execution of the agreement within such state, without regard to its conflict of laws rules. CLIENT hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of DuPage County, Illinois siting in Wheaton, Illinois in respect of any dispute under this agreement.
Entire Agreement – The terms set forth in this Agreement are intended by the Parties as a final, complete and exclusive expression of their agreement with respect to the Services contemplated by this Agreement and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms. There are no restriction, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
Severability – Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect, and, if the subject term o provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
Modifications – All modifications to this Agreement must be in writing and signed by all Parties.
Force Majeure – iHelp mac users shall be excused from performance to the extent that performance is prevented, delayed, or obstructed by causes beyond iHelp mac users’ reasonable control, including delays in performance by CLIENT, acts of Nature (fire, storm, floods, earthquakes, etc.) civil disturbances, disruption of telecommunications, power or essential services.
Assignment – Neither of the parties may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement to any person without the express written consent of the other party, except that iHelp mac users may, at its sole discretion, hire or sub-contract out portions or all of the Services to be provided hereunder.
Claim Limitation – CLIENT agrees, regardless of any statute or law to the contrary, that any claim or cause of action arising out of or relating to this Agreement must be filed within one (1) year after such claim of action arose or be forever barred. If any party brings an action arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees, and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded.
Consents and Waivers – Failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same, unless the same is waived in writing. No waiver by a party of any condition or any breach of any term, covenant, representation, or warranty contained in this Agreement shall be effective unless in writing, and no waiver of any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances.