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SERVICE AGREEMENT
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This SERVICE AGREEMENT ("Agreement") is entered into by the parties indicated above and asserts the following agreement:
Engagement. Client hereby engages Blue Horizons Group LLC, and Blue Horizons Group LLC hereby accepts such engagement, to develop an executive website package including a custom website, business email account, premium domain, and websites hosting and maintenance for a term of one year from this date.
1.) OBLIGATIONS OF CLIENT
- Client Definition Form - Blue Horizons Group LLC shall provide client with information concerning (i) featured products; (ii) general products or services.
- Client Acknowledgments - Client acknowledges that the processes used by Blue Horizons Group LLC in connection with this Agreement are proprietary and confidential, and that some processes may take longer depending on the work order.
- Client Changes - In the event Client changes or modifies its website in such a manner that requires code changes to be made to the Structured Pages, Client agrees to notify and to allow Blue Horizons Group LLC reasonable time to make proper changes if necessary
- Start Date - Blue Horizons Group LLC shall commence service under this Statement of Work immediately upon its receipt from the Client and required payment has been processed.
2.) OBLIGATIONS OF BLUE HORIZONS GROUP LLC.
- Performance - Blue Horizons Group LLC shall perform and deliver services as stated above during the term of this Statement of Work.
3.) INTELLECTUAL PROPERTY RIGHTS
- Ownership of Blue Horizons Group LLC Intellectual Property - Except to the extent provided in this Agreement, nothing shall be construed as an assignment or grant to Client of any right, title, or interest in or to any trademark, service mark, trade name, copyright, patent, trade secret, or other intellectual property owned by Blue Horizons Group LLC Client shall not adopt any imitations of or confusingly similar substitutes for the Intellectual Property including the use of Titles, Meta Tags or other coding created by Blue Horizons Group LLC for Websites other than those specifically agreed to within this contract. Client shall not, during the term of this Agreement or any time thereafter, attack, dispute, or contest, directly or indirectly, Blue Horizons Group LLC exclusive rights, title, and interest in or to the Intellectual Property or the validity of Blue Horizons Group LLC registrations thereon, nor shall Client assist or knowingly aid others to do so. Client shall cooperate with Blue Horizons Group in preventing infringement of the Intellectual Property and aid in all reasonable respects to protect its rights in and to the Blue Horizons Group LLC Intellectual Property.
4.) LIABILITY
- Limitation of Liability - In the event that Blue Horizons Group LLC fails to successfully provide the services pursuant to this Agreement or any Statement of Work hereunder, or in the event of any other failure, technical or otherwise, of Blue Horizons Group services pursuant to this Agreement, then the sole liability of Blue Horizons Group to Client shall be limited to, at Blue Horizons Group LLC sole discretion, (a) a pro rata refund of service fees representing undelivered services, or (b) extension of the term of this Agreement as appropriate. IN NO EVENT SHALL Blue Horizons Group will BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR LOST PROFITS ARISING FROM ANY FAILURE OF ITS SERVICES IN ACCORDANCE WITH THIS AGREEMENT. Without limiting the foregoing, Blue Horizons Group LLC shall have no liability for any failure or delay resulting from any power failure, telecom, or other Internet outage or interruption, governmental action, fire, flood, insurrection, earthquake, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the control of Blue Horizons Group affecting production or delivery in any manner.
5.) INDEMNIFICATION
- Mutual Indemnification - Both Parties shall indemnify, defend, and hold each other, its officers, directors, stockholders, employees, agents, and representatives harmless for, from, and against any third party claims, losses, costs, damages, expenses, or liabilities to third parties, including, without limitation, any governmental agencies (including, without limitation, reasonable attorneys' fees) arising out of or resulting from (a) the performance or nonperformance by Blue Horizons Group LLC of any obligation or agreement of Blue Horizons Group LLC under this Agreement; (b) any misrepresentations made by either party to this agreement; (c) any misrepresentation made in this Agreement; (d) the performance of its duties hereunder; or (e) with respect to any products or other liability claims made by third parties regarding any products or services ordered or delivered through, or any information posted by Client or on Client's websites, whether intentional or unintentional. Notwithstanding anything contained herein to the contrary, this indemnification shall survive the termination of this Agreement.
6.) MISCELLANEOUS PROVISIONS
- Controlling Law - This Agreement, all Statements of Work hereunder, and all questions relating to their validity, interpretation, performance and enforcement, shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-law provisions to the contrary.
- Severability - If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the parties when entering into this Agreement is maintained.
- Force Majeure - If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within thirty (30) days of giving such notice.
- Number of Days - In computing the number of days for purposes of this Agreement or any Statement of Work hereunder, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.
7.) TERMS AND TERMINATION
- Pricing - Client shall pay Blue Horizons Group LLC the amount selected by the Client on the attached receipt/authorization form for services rendered pursuant to the Proposal and Statement of Work. The amount shall be payable immediately upon execution of this Statement of Work.
- Payment Obligation - Acceptance of this contract obligates the Client for payment of any and all outstanding balances due by the undersigned Client. The Client further understands and acknowledges the total obligation applies to all terms extended to the client, and further acknowledges that Blue Horizons Group LLC has no obligation to perform the contracted services for any Client in default or withholding scheduled payment.
- Collection Efforts - Acceptance of this contract obligates the Client for the repayment of any and all Collection Fees that Blue Horizons Group LLC may incur in the process of collecting on any outstanding Client debt, balance, returned check, fees paid by Blue Horizons Group LLC on behalf of the Client or any other outstanding fee for which the Client contracted with Blue Horizons Group LLC
7.) DISCOUNTS
- Discounts - The discount on any purchased marketing plan, in the amount of the initial set-up fee, is only available during the first Marketing Coaching Call, and does not apply to the Digital Ad Package marketing toolkit.
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EARNINGS DISCLAIMER
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EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND ITS POTENTIAL. THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS OR SOFTWARE PROVIDED WITH THIS WEBSITE. EXAMPLES IN THIS PAGE ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING THE INFORMATION INCLUDED TO THIS PAGE, THE IDEAS AND THE TECHNIQUES. WE DO NOT PURPORT THIS AS A GET RICH SCHEME. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN THIS PAGE DEPENDS ON THE TIME YOU DEVOTE TO THE IDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS. MATERIALS IN THIS PAGE MAY CONTAIN INFORMATION THAT INCLUDES FORWARD-LOOKING STATEMENTS THAT GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS ANTICIPATE, ESTIMATE, EXPECT, PROJECT, INTEND, PLAN, BELIEVE, AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSE'S, IN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL.