1. Term and Effective Date
These Terms and Conditions (the “Agreement”) will begin on the signed date of this Agreement (“Effective Date”) are entered into by and between Total Safety Solutions, a California limited liability company doing business as Cyber Safety Cop (“Consultant” or “TSS”) and the client identified on the Proposal for services by Consultant attached to this Agreement (“Client”). Consultant and Client are individually referred to in this Agreement as a “Party” and collectively as the “Parties”. The term of this Agreement will commence on the Effective Date and will remain in full force and effect until the completion of the event, project, and/or Consulting Services, defined below, subject to earlier termination as provided in this Agreement (the “Term”). The Term of this Agreement may be extended with the written consent of the Parties.
2. Consulting Services
The Consultant agrees that it shall provide its expertise to the Client for all things pertaining to the scope of the Proposal and consulting services described therein (the “Consulting Services”) according to the terms of the Proposal and this Agreement. The terms of this Agreement are incorporated into the Proposal by reference and form the understanding and agreement of the Parties.
3. Compensation
TSS will charge the Client a fee listed in the “Plan details & pricing” section of this Proposal for the Consulting Services listed (the “Compensation”). Upon execution of the Proposal, Client shall pay a deposit to Consultant equal to [percentage or amount listed on the Proposal] (the “Deposit”). Client shall pay the remaining Compensation to Consultant within [__days prior to the event].
In the event that this Agreement is terminated by the Client prior to completion of the Consulting Services but where the Consulting Services have been partially performed, TSS will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of TSS.
Client will reimburse TSS for any and all expenses incurred by TSS in connection with providing the Consulting Services, including reasonable business travel expenses.
4. Intellectual Property Rights
TSS’ representative(s) will not be recorded by audio or by video without express written consent by TSS prior to the event, project, or Consulting Services that are the subject of the Proposal.
All intellectual property and related material (the “Intellectual Property”) that is developed or
produced under this Agreement, will be the property of TSS. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Intellectual property and related materials may not be copied, sold or given away for any other purpose without express written permission of the TSS.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with TSS.
5. Confidentiality and Nondisclosure Agreement
Confidential information (the “Confidential Information”) refers to any data or information relating to the business and/or operations of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
TSS agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which TSS has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to TSS under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to TSS.
6. Printing Cost and Take-Away Materials
TSS will provide the Client with handouts and materials in an electronic format for the class attendees. The Client is responsible for printing the handouts and all printing costs incurred.
7. Indemnification
Client agrees to indemnify, defend, and hold Consultant and its respective members, managers, directors, shareholders, affiliates, officers, agents, employees, representatives, advisors, and permitted successors and assigns harmless from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of Client and Client’s members, managers, partners, trustees, board members, directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement indefinitely.
8. Disclaimer; Limitation of Liability
The parties acknowledge, represent, covenant, and agree that the consulting services are designed to assist the client in reducing the risk of harm to the client’s stakeholders, including, but not limited to, the client’s employees, students, family members and legal guardians of students, participants, directors, trustees, board members, licensees, invitees, vendors, service providers, consultants, agents, advisors, contractors, and any other person that enters the premises of client and any person with any relationship to any of the foregoing persons. It is not possible for the consultant and/or the consulting services to eliminate all risk of harm to the client and the client’s stakeholders or to entirely prevent harm to the client and the client’s stakeholders. Consultant expressly disclaims all representations and express and implied warranties with respect to the event listed in the proposal and the consulting services, including, but not limited to, the warranties of title, fitness for a particular purpose, and merchantability. The Consultant does not make any guaranty that the event listed in the proposal or the consulting services will prevent harm to the client and the client’s stakeholders.
In no event shall the consultant be liable under this agreement to the client or any third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, or diminution in value arising out of, relating to, or in connection with any breach of this agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not the client was advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
In no event shall the client’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to the consultant pursuant to this agreement.
9. Capacity of Independent Contractor
In providing the Consulting Services under this Agreement it is expressly agreed that TSS is acting as an independent contractor of the Client and not as an employee. TSS and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for TSS during the Term. TSS is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to TSS under this Agreement.
10. Cancellation Policy
Any cancellation notices from the Client must be received by the Consultant in writing.
If Consultant receives a notice of cancellation from Client 61 or more calendar days prior to the date of event, Consultant shall return the entire Deposit to the Client.
If Consultant receives a notice of cancellation from Client between 15 to 60 calendar days of the event, and an agreeable alternative date cannot be scheduled by the Parties, the Client will pay a cancellation fee to Consultant equal to 50% of the Compensation indicated on the invoice total in addition to any travel or other non-refundable costs incurred by Consultant.
If Consultant receives a notice of cancellation from Client within 14 days of the event, the Client will be charged and pay the full amount for the event listed on the Proposal. Cancellation fees are not a penalty and are a reasonable estimate of Consultant’s damages if Client terminates this Agreement prior to the event listed in the Proposal. It is impossible to determine Consultant’s damages should Client terminate this Agreement prior to the event listed in the Proposal so the Parties understand that a cancellation fee constitutes liquidated damages to Consultant and represents a fair and reasonable estimate of Consultant’s losses that may be reasonably anticipated.
Cancellations initiated by TSS are eligible for full refund of the Deposit and returned within ten days of notice to the Client. TSS reserves the right to cancel speaking engagements at any time for any reason.
Any cancellation by either Party shall not be considered a breach of this Agreement if such cancellation is caused by circumstances beyond the reasonable control of the Party affected, including, but not limited to, acts of God, fire, flood, labor strikes, riots, wars, civil disorder, pandemic, government order, wildfire, earthquake, and terrorism. If a force majeure event makes it impossible for the Agreement to be fulfilled, TSS shall be entitled to retain the deposit but shall not be entitled to the full payment, regardless of which Party is affected by the force majeure.
11. Miscellaneous
No modification, change, or amendment in relation to this Agreement shall be valid unless in writing and executed by both Parties. This Consulting Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of California and subject to the exclusive jurisdiction of the federal and state courts located in Orange County, California. Any notice or communication required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the Parties as either Party may designate by notice to the other Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. This Agreement may not be assigned by either Party without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without such consent to a successor-in-interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement and the Proposal may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The prevailing Party in any litigation, proceeding, and/or action to interpret, enforce, or pursue a remedy under this Agreement shall be entitled to recover the Party’s actual attorneys’ fees and costs.
