diglloyd Consulting Agreement
Please read and accept the following agreement. After you submit the form, Lloyd Chambers will contact you by email to schedule the consultation. Contact information you enter on this form will be treated as confidential per the
This Consulting Agreement is made as of
DATE/TIME WHEN SUBMIT BUTTON IS CLICKED
, 2010 by and between DIGLLOYD Inc., a Delaware corporation (the "Consultant"), having an address at 145 Cherokee Way, Portola Valley, California and the person whose name and address are set forth below (“Customer”).
1. Services. Consultant shall advise and consult with Customer (the "Services") concerning computer consultation and/or photography consultation as requested, including but not limited to hardware and software and gear selection, best practices, backup methodology, or any related topics and/or any topics Customer wishes to entertain. Services are rendered “AS IS”, with Customer solely responsible for any action or inaction taken as a result of such Services (including, but not limited to, the proper back-up of Customer’s system). Customer acknowledges that Consultant neither sells, supports, nor guarantees or warrantees any particular hardware or software or equipment that Customer might obtain directly or indirectly as the result of Services. Services and Materials (as defined in Section 3) provided by third parties, including, but not limited to, any such services and materials provided by Other World Computing (OWC), if any, are governed by separate agreements accompanying such Services and Materials. Consultant is not responsible for Other World Computing (OWC)’s or such other third party’s services and materials. See also Section 5 herein.
2. Compensation. Customer shall pay to Consultant, as compensation for the Services, a fee in the amount of two hundred eighty US dollars per hour (US $280) for the first hour of Services and US $200 per hour for additional Services beyond the first hour, payment to be made in advance, or by other means agreed to by Consultant. There is a minimum one-hour charge for use of the Services, time beyond one hour pro-rated appropriately.
3. Ownership. The Services and Materials related thereto are protected by copyright, trade secret and other intellectual and proprietary rights of Consultant and other third parties. Consultant and any other third party does not grant any express or implied rights to the Materials derived from or related to Services (whether oral or written, in a form of document, e-mail, software or otherwise), or provided in the course of said Services for any purpose other than Customer’s own direct use directly related to the purpose of the Services. Customer acquires no legal right, title, copyright or any other legal interest in any Materials provided as part of the Services. Without limiting the forgoing, Customer may not reuse, redistribute, copy, sell or transfer the Services and Materials and will not decompile, reverse engineer or otherwise attempt to discover the source code of any Software (unless the Software license terms specify otherwise). All Materials and Services are provided on “AS IS” basis. ”Materials" includes any (x) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (y) products, and (z) Consultant software code and associated documentation ("Software"), in each case made available or enabled by Consultant or users of its sites, whether transmitted orally or in writing, by e-mail, fax, telephone or otherwise.
4. Release. In all circumstances, including, but not limited to, negligence (a) Customer hereby releases Consultant, its directors, officers, employees, stockholders and agents from any and all claims, losses, damages (including, but not limited to, incidental, consequential and special damages), costs, and expenses (including reasonable attorneys’ fees) of any nature or kind arising directly or indirectly out of or related to the use of the Services and Materials or any actions or failure to take action by Customer with respect thereto. In no event shall total liability of Consultant for all damages, losses and causes of action, whether in contract, tort (including, but not limited to, negligence) or otherwise exceed the amount actually paid to Consultant by Customer, if any, for Services or US $240, whichever is lower.
5. Disclaimer. ANY MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONSULTANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT ITS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER (AND NOT CONSULTANT) ASSUME THE ENTIRE COST AND RISK OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES AND MATERIALS IN TERMS OF THEIR CURRENCY, CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE.
CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY THIRD PARTY SERVICES OR ANY WEB SITE WHICH CUSTOMER MAY ACCESS THROUGH CONSULTANT SITE. WHEN CUSTOMER ACCESSES A NON-CONSULTANT SITE, CUSTOMER ACKNOWLEDGES THAT IT IS INDEPENDENT FROM CONSULTANT AND CONSULTANT HAS NO CONTROL OVER OR RESPONSIBILITY FOR CONTENTS ON OR THE AVAILABILITY OF THAT WEB SITE. A LINK TO A NON-CONSULTANT WEB SITE DOES NOT CONSTITUTE OR IMPLY AN ENDORSEMENT OR RECOMMENDATION BY CONSULTNAT. WITHOUT LIMITING THE FOREGOING, CONSULTANT’S SITE AND COMMUNICATION MAY CONTAIN OFFERS FOR PRODUCTS AND SERVICES THAT MAY BE OBTAINED ONLY BY LINKING TO THE MERCHANT WEB SITE TO COMPLETE THE TRANSACTION, INCLUDING, BUT NOT LIMITED TO, OTHER WORLD COMPUTING (OWC). TERMS OF THE OFFER SHOWN ON CONSULTANT’S SITE AND COMMUNICATION, INCLUDING, BUT NOT LIMITED TO, PRICE, COLOR, QUANTITY, AVAILABILITY AND DESCRIPTION MAY VARY FROM THOSE SHOWN ON THE MERCHANT’S WEB SITE. DIFFERENCES IN THE TERMS OF AN OFFER BETWEEN WHAT IS DISPLYED IN CONNECTION WITH CONSULTANT’S SITE AND COMMUNICTION AND WHAT IS OFFERED AT THE MERCHANT WEB SITE WILL BE GOVERNED BY THE TERMS SHOWN ON THE MERCHANT WEB SITE. ANY DEALING THAT CUSTOMER MAY HAVE WITH SUCH MERCHANT OR THIRD PARTY, THEIR MATERIALS AND SERVICES ARE AT CUSTOMER’S OWN RISK.
BY CLICKING “I AGREE” TO THIS AGREEMENT ON CONSULTANT’S WEBSITE OR DELEGATE SITE, CUSTOMER HEREBY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF SUCH DATE
. This Agreement may be signed in counterparts by the parties hereto, both of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement in Portable Document Format (PDF) or GIF or JPEG image format or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
9. Binding Effect. This Agreement shall inure to and be binding on the successors, and assigns of the parties.
10. Governing law. This agreement shall be governed by and construed in accordance with the laws of the State of California of the United States of America, without giving effect to any principles of conflicts of law.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY ACTION BROUGHT TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT OR ANY ACTION THAT ARISES OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALL BE SUBJECT TO BINDING ARBITRATION, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER THE JURISDICTION OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO, OR SUCH OTHER PLACE AS THE EXECUTIVE OFFICE OF THE COMPANY WILL BE
. If arbitration is found to be unenforceable, any action shall be brought in the courts of the State of California, county of San Mateo, or such other place as the registered office of the Company will be. Customer agrees to submit to the personal jurisdiction of the arbitration bodies and courts located in San Mateo County, California, or such other place as the executive office of the Company will be, for the purpose of arbitrating or litigating such claims or disputes, as applicable.
Services and materials provided by third parties, including, but not limited to, any such services and materials provided by Other World Computing (OWC), if any, are governed by separate agreements accompanying such services and materials. DIGLLOYD is not responsible for Other World Computing (OWC)’s or such other third party’s services and materials.
By proceeding, you agree to be bound by the
as well as the terms above. If you do not agree to all of the terms and conditions in the Term of Use and the above, do not proceed.
I agree to the terms outlined above
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