Service Agreement

This Sales Product and Service Agreement (“Agreement”) is entered into by and between Manageable Marketing Solutions, LLC (“Company”) and purchaser listed on sales, programs and marketing services (“Customer”).

 

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Customer hereby agrees to purchase from Manageable Marketing Solutions.  This Agreement covers products and services for use only in the United States in the ordinary course of Client’s business and not for the purpose of resale by client. If applicable this agreement may also consist of one or more of the following documents; Order Summary, Scope of Work; Software License Agreement; Agency Agreement. Manageable Marketing Solutions, LLC’ acceptance of Client’s order is subject to credit approval and Clients remittance of initial payment as set forth in section 6.

 

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Client may, with the approval of the Company, issue written directions within the general scope of any Services to be ordered. Such changes (the “Change Order”) may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing. The price of add-ons will be Manageable Marketing Solutions, LLCs’ then current price published price applicable to all customers.

 

  1. CLIENT RESPONSIBILITIES.

Client’s failure to perform its responsibilities on the dates specified in the scope of work may result in a delay of the order, or may result in an increase in the prices stated on the order summary form or the scope of work. If Client requests a delay in the delivery date or in-service date, Manageable Marketing Solutions, LLC at its option may (1) delay the delivery date or in-service date; (2) deliver the product and invoice client for the purchase price and or license fee plus any applicable charges for services preformed, in which case installation will be rescheduled at a mutually agreeable time; or (3) this purchase is non refundable.

 

  1. CANCELLATION/TERMINATION.

This product is non refundable.  Custom work is involved in each process and that can not be recouped In the event of a return. 

  1. STANDARD OF CARE.

The Company warrants that it services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

 

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The price is clearly identified with all products Manageable Marketing Solutions, LLC. provides. Late payments will be deemed as cancellation of services and services will be suspended.

 

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Company shall use its reasonable efforts to deliver products to customer within 5-10 business days.  A time line is established in all programs.

 

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Manageable Marketing Solutions, LLC may subcontract all or port of the services to be performed under this agreement, but will retain responsibility for the work to the extent of the warranties provided.

 

  1. TERMS OF USE/ LICENSE AGREEMENT

By entering into this agreement either through signature or purchase with Manageable Marketing Solutions, LLC you agree to abide by all standard of use agreements and any applicable licensing or software terms. No material may be distributed all material is the inllectual property of Manageable Marketing Solutions.  This applies to website that are part of a package.  You cannot reuse our content or material without written consent. Customer is responsible for downloading all licensing agreements from the manufacturer for licensing or software sold through Manageable Marketing Solutions, LLC.  

 

  1. NONSOLICITATION OF EMPLOYEES.

During and for five (5) years after the term of this Agreement, Client will not solicit the employment of, or employ the Company’s personnel, without the Company’s prior written consent.

  

  1. DISCLAIMERS AND WARRANTY.

Certain programs do come with a guarantee. Check your signed agreement for details if your program is guaranteed.  

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By virtue of this Agreement, Customer may have access to information that is confidential to Company (“Confidential Information”). Confidential Information shall include, but not be limited to, the terms and pricing under this Agreement, the technical and other specifications for the Equipment and all information clearly identified as confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of Customer; (b) was in the Customer’s lawful possession prior to the disclosure and had not been obtained by Customer either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the Customer by a third party without restriction on disclosure; or (d) is independently developed by Customer. Customer agrees to hold Confidential Information Form 11-4 3 in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. Customer agrees that unless required by law, it shall not make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than the implementation of this Agreement. Customer agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, representatives or agents in violation of the terms of this Agreement.

 

  1. LIMITATION OF LIABILITY.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR USE INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE DEFECTIVE EQUIPMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN COMPANY AND CUSTOMER. COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

 

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The Company and Client recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party’s organization for resolution. Failing resolution of conflicts at the organizational level, the Company and Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the Company and Client mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.

 

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Client will cooperate with the Company in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement. Client agrees that the Company’s performance is dependent on Client’s timely and effective cooperation with the Company. Accordingly, Client acknowledges that any delay by Client may result in the Company being released from an obligation or scheduled deadline or in Client having to pay extra fees for the Company’s agreement to meet a specific obligation or deadline despite the delay.

 

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(a) This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of North Carolina (exclusive of conflict of laws principles). (b) Any legal action or proceeding relating to this Agreement shall be instituted solely in a state or federal court in North Carolina. Company and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. (c) All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail or by fax to the address listed below. (d) Prices for Customer hereunder, or to enable Company to comply with all applicable filing or recording laws. (f) In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Casey Whatley and Manageable Marketing Solutions, LLC Products  and Services Agreement will remain in full force. (g) The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non-payment or breach of Company’s proprietary rights, no action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one year after the cause of action has accrued This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes Form 11-4 4 all prior or contemporaneous agreements, understandings, representations, discussions, proposals, literature, and the like, written or oral.

 

This Casey Whatley and Manageable Marketing Solutions, LLC Products  and Services Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any Customer purchase order or other ordering document, if any.

 

Please contact us with any questions regarding the Manageable Marketing Solutions, LLC Product & Service Agreement.

 

 

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