ADDITIONAL LEGAL TERMS
4. PLACE WHERE SERVICES WILL BE PERFORMED
RNKD1 will perform most of the Consulting Services at RNKD1'soffices and/or virtually. In addition, RNKD1 will perform the Consulting Services on the telephone, via email, or at such other place(s) as necessary to perform the Consulting Services.
5. COMPENSATION TO RNKD1
RNKD1's base compensation for the Consulting Services shall be as set forth in Exhibit A attached hereto and incorporated herein by this reference with a performance incentive of:
There are no refunds for services rendered. Compensation shall be remitted within 5 business days of date of invoice. Any late payment shall be subject to the lower of 1.5%/month interest or the greatest amount permitted by applicable law.
6. INDEPENDENT CONTRACTOR
Both Company and RNKD1 agree that RNKD1 will act as an independent contractor in the performance of its duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that RNKD1, or any employee, agent or other authorized representative of RNKD1, is a partner, joint venturer, agent, officer or employee of Company.
7. CONFIDENTIAL INFORMATION
Each party (the “Receiving Party”) will treat as confidential and properly safeguard any and all information, documents, papers, programs and ideas relating to the other party (the “Disclosing Party”), its clients, operations, finances and products, disclosed to the Receiving Party and designated by the Disclosing Party as confidential or which should be reasonably understood to be confidential (“Confidential Information”), except that information that (a) is or falls into the public domain without violation of this Agreement, (b) is required to be disclosed under the legal process, (c) is disclosed to the Receiving Party by a third party which is not under an obligation of confidentiality to the Disclosing Party, (d) was already known to the Receiving Party through proper legal channels and/or (e) is independently developed by the Receiving Party without reference to the Confidential Information shall not be deemed Confidential Information. The Receiving Party shall inform the Disclosing Party of all requests for or inquiries into the Disclosing Party’s Confidential Information by third parties and shall only provide same when legally compelled to do so after notice to the Disclosing Party and providing the Disclosing Party with sufficient time to permit the Disclosing Party to seek a protective order.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
The Company hereby represents, warrants and covenants that: (i) it is the owner of the Media Properties or legally authorized to act on behalf of the owner of such Media Properties for the purposes of this Agreement; (ii) it has all necessary rights and authority to enter into this Agreement; and (iii) it will act in accordance with all applicable laws and covering its contractual obligations hereunder. RNKD1 hereby represents, warrants and covenants that: (i) it will perform the Consulting Services in a professional manner and will act in accordance with all applicable laws covering its contractual obligations hereunder; and (ii) it has all necessary rights and authority to enter into this Agreement. Except as set forth expressly herein, RNKD1 disclaims any and all other warranties, conditions, or representations (statutory, express or implied, oral or written), with respect to the provision of the Consulting Services, including, without limitation, any and all implied warranties or conditions of title, noninfringement, merchantability, accuracy, or fitness or suitability for any particular purpose (whether or not RNKD1 knows, has reason to know, has been advised, or is otherwise in fact aware of any such purpose), whether alleged to arise by law, by reason of custom or usage in the trade or by course of dealing. Further, RNKD1 makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services.
9. LIMITATION OF LIABILTY
RNKD1 and its owners, officers, employees, agents, sub-contractors or licensors, shall not be liable to the Company or its owners, officers, employees, agents, sub-contractors or licensors for claims for incidental, indirect, punitive, exemplary, consequential, or special damages, including any damages for loss of profits, loss of use or revenue, loss of savings, or losses by reason of cost of capital, connected with, or arising or resulting from, any performance or lack of performance under or other breach of this agreement, even if such damages were foreseeable or a Party advised of the possibility of such damages, and regardless of whether a claim is based on contract, warranty, tort (including negligence or strict liability), or any other legal or equitable principle. RNKD1's The foregoing disclaimer shall not apply to the extent prohibited by applicable law. RNKD1’s total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) to the Company shall not exceed the lesser of (1) the average monthly billing to the Company by RNKD1 or (2) $2000.
10. MISCELLANEOUS
(A) The Parties agree that the state and federal courts in the State of Michigan covering the locale where RNKD1 is headquartered shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.(B) In the event of non-payment by the Company to RNKD1, if RNKD1 commences legal proceedings against the Company and it prevails, RNKD1 shall be entitled to recover from the Company its costs of suit, including reasonable attorneys' fees.(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.(D) This Agreement, together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement between the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements and understandings related thereto.(E) This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Michigan including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.(F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.(G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance wherefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by the Company as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable.
