PAYMENT: Monthly Subscription: $149 billed monthly in advance. Quarterly Subscription: $399 billed quarterly in advance. Payment is due in full at the start of each billing cycle. Services will not begin or continue until payment has been received and successfully processed. By enrolling in the subscription, you authorize automatic recurring charges to your payment method on file based on your selected billing frequency. You may cancel future renewals at any time prior to the next billing date. Cancellation prevents future charges only and does not entitle you to a refund for the current billing period. If any payment is late beyond a 3 day grace period, the subscription will be terminated and any discounts or preferred pricing is no longer available.
TERM: This Agreement is offered on a recurring subscription basis. You may elect either a monthly subscription at $149 per month or a quarterly subscription at $399 per quarter. The subscription term begins on the date of your initial payment (“Start Date”). Monthly subscriptions renew every thirty (30) days, and quarterly subscriptions renew every ninety (90) days, unless canceled in accordance with this Agreement. Once a monthly or quarterly payment has been made, that payment is non-refundable and non-transferable. No refunds or credits will be issued for partial use, non-use, early termination, or cancellation after the payment has been processed. During an active subscription term, you agree to remain reasonably responsive and available as required for us to deliver the Scope of Services. If your lack of responsiveness or delays cause us to be unable to perform services within the applicable subscription period, we reserve the right to adjust fees or require an additional payment to continue services.
EXCLUSIVITY: This agreement is exclusive, in that Customer is engaging us as the sole vendor for these needs. Customer understands that FOREWORD BRANDING LLC may have similar or identical agreements with other parties. Customer further understands that FOREWORD BRANDING LLC may engage sub-contractors provide services to fulfill the terms of this agreement. Sub-contractors will be retained solely at the cost and discretion of FOREWORD BRANDING LLC, at the same level of quality of work, and shall adhere to all terms of this agreement.
INTELLECTUAL PROPERTY: FOREWORD BRANDING LLC acknowledges and agrees that any and all Work Product which was exclusively and specially made for the Customer, is and shall be “works made for hire,” made in the course of rendering services. As such, the Customer exclusively owns all right, title, and interest in and to the Work Product, and any and all works based upon, derived from, or incorporating Work Product shall be owned exclusively by Customer. To the extent that any Work Product is not deemed a “work made for hire” under applicable law, FOREWORD BRANDING LLC hereby assigns and transfers, at no cost to Customer, any and all right, title, and interest in and to such Work Product, as well as any and all works based upon, derived from, or incorporating such Work Product, or any part thereof, to Customer. Such assignment expressly includes all intellectual property rights of any kind therein. FOREWORD BRANDING LLC shall not register any trademark nor copyright bearing Customer’s intellectual property. Notwithstanding the foregoing, from time-to-time, FOREWORD BRANDING LLC may create other works for other customers that may be similar or have similar elements as the Work Product for the Customer. Said similar elements shall not be considered to be intellectual property belonging to Customer. Additionally, FOREWORD BRANDING LLC may use these materials in their portfolio solely as marketing materials, and demonstration of work product.
AUTHORITY TO SIGN: The parties warrant that they have full power and authority to enter into this Agreement, and is under no disability or prohibition that would prevent the performance of the obligations hereunder. The parties will not enter into any other agreements during the term of this agreement, which might materially interfere with the ability to perform their obligations hereunder. The parties acknowledge that they may obtain independent legal counsel, regarding the rights and obligations of this agreement.
RELATIONSHIPS BETWEEN THE PARTIES: This agreement does not and shall not be construed to create a partnership, joint venture, or any other business enterprise or entity, between the parties. No promises or inducements have been made by either party to the other, except as expressly provided herein. Each party shall be solely responsible for any taxation payable on any revenue received by that party.
FORCE MAJEURE: In the event of a war, strike, riot, terrorist attack, epidemic, pandemic, plague, or any such “Act of God” including but not limited to hurricane, flood, earthquake, fire, virus, influenza, etc., which prevents us from fulfilling our obligations under the agreement, we will send you written notice that we are suspending our obligations under this agreement for the duration of the force majeure, and toll any expiration of the term of the agreement. Upon the conclusions of the force majeure, we will resume the completion of any outstanding services that we were prevented from performing, due to the force majeure.
CONSTRUCTION OF THIS AGREEMENT: This agreement constitutes the entire understanding between the undersigned parties, and supersedes any and all previous agreements, whether written or oral. Neither this agreement nor any provision herein may be renewed, extended, waived, amended, modified, canceled, terminated or otherwise changed or discharged except by an instrument in writing, signed by the parties. Neither party may assign this agreement in whole or in part without the express prior written consent of the other party, provided however, that either party upon written notice to the other may assign this agreement to any company or entity wholly controlled and/or owned by such party. Whenever the text requires, the use of a singular number shall include the appropriate plural number as the text of the agreement may require, and vice versa. All pronouns shall be deemed to be the masculine, feminine, neutral, singular, or plural as the identity of the person or persons may require. References to a person or persons shall include partnerships, corporations, limited liability companies, unincorporated associations, trusts, estates and other types of entities. If any provision of this agreement is held void or unenforceable, it shall not affect the enforceability of any other term or condition in this agreement, and shall not void any liability of any party to this agreement. A facsimile or electronic copy of this Agreement shall be deemed an original for all purposes, and may be signed in counterparts.
VENUE AND JURISDICTION: This agreement shall be construed in accordance with the Laws of The State of Wisconsin. The parties agree that in the event Customer wishes to enforce the terms of this Agreement, exclusive jurisdiction shall be fixed in the Supreme or District Court of Racine County, State of Wisconsin.
BREACH: In the event of your breach of this agreement, including but not limited to, your failure to make timely payments, we reserve the right to remove any of our work product from the website or social media, or discontinue any hosting of your site. No breach of this agreement shall be deemed material unless the party alleging such a breach shall have given written notice of said breach to the other party, via certified mail, return receipt requested, and such other party fails to cure such breach within thirty (30) days, after receipt of said notice. Waiver of a breach of any provision of this agreement shall not be deemed or construed to be a waiver of any subsequent breach. In the event FOREWORD BRANDING LLC brings an action to enforce a breach of this agreement, it is mutually agreed that a reasonable attorneys fee is 33 1/3% (thirty-three and one-third percent) of the amount due and owing, with interest to be calculated and compounded at a rate of 1 ½% (one and one-half percent) per month, per annum.
PERSONAL GUARANTEE: By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payments of amounts due hereunder.