This Agreement (“Agreement”) governs your relationship with Presentation Gurus. In this Agreement, we will refer to you, the client, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as “you”, “Customer” or “Client” and to Dynamic Media LLC. dba, Presentation Gurus and its employees and agents as “we” or “us” or “Company” or “Presentation Gurus.” References herein to Presentation Gurus web site include any and all web sites now, or hereafter, owned or operated by Presentation Gurus.
WHAT IS AGREED
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a Presentation Gurus customer, and thereafter while this Agreement remains in effect, as follows:
- Interpretations
1 Unless the context otherwise words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
Client must acknowledge the following with respect to our services:
All fees are non-refundable once you have approved a presentation.
All fees, services, documents, recommendations, and reports are confidential.
Payments
You agree that payment for services in this agreement will be made by Presentation Gurus processing your credit or debit card. If a credit card or debit card is not used for payment, you will be sent an electronic invoice which can be paid by bank ACH or similar payment transfer.
Any disputes about charges to your account must be submitted to Presentation Gurus in writing within fifteen (15) days of the date such charges are incurred . You agree to waive all disputes not made within the 15 day period, not raise a dispute or chargeback with the payment processor and all such charges will be final and not subject to challenge.
Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees. You authorize Presentation Gurus to charge you for any sales or similar taxes that may be imposed or any other fees charged by Presentation Gurus.
Upon the issuance of an invoice by Presentation Gurus, the client and the authorized individual signing the invoice hereby provide a dual guarantee for the full payment of the invoice amount: a corporate guarantee from the client’s entity and a personal guarantee from the individual signatory. This dual guarantee affirms that the invoice will be paid in full by the due date specified. Failure to make timely payment will result in the accrual of late payment and overdue fees, as detailed in the invoice or as subsequently communicated by Presentation Gurus.
These fees shall be cumulative and will continue to accrue until the outstanding amount is paid in full. Presentation Gurus reserves the right to take appropriate legal action to recover any unpaid amounts, including but not limited to the initiation of debt collection procedures or legal proceedings, with all associated costs and expenses to be borne by the client.
Client understands and agrees that any additional work requested by the client that is over and above the quoted amount will be invoiced and paid by the client at an hourly rate of one hundred and fifty dollars ($150.00) USD.
Refunds
Presentation Gurus is not obligated to refund to you any amounts, except solely in the event you rescind or terminate this agreement within the seventy two (72) hour period following your execution and signing of this agreement. The Client understands and agrees that the custom nature of this services charged in this agreement that there is significant time and expense and therefore the fees are non-refundable. The Client may request cancellation of this agreement at anytime with thirty (30) days notice.
Modification – This agreement may be amended from time to time by mutual consent. Any amendments to this agreement must be in writing and agreed by both parties. Agreement can be made through email.
Notice
Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, to the receiving party as set out in this clause. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient).
Confidentiality , Venue And Arbitration
Each party acknowledges and agrees that any information relating to the other party’s business which is not generally known to the public is confidential and proprietary information. Neither party will disclose the Confidential Information to third parties without prior written agreement. This business agreement, relationship, or operating practices shall not be made public on any Website, Internet forum, social networking site, message board, or any other public media without the express written consent of both parties. The parties to this contract agree that neither shall make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other party except in connection with any legal proceedings. In the event a party to this agreement publishes or otherwise disseminates any false, disparaging, defamatory or derogatory information about the other party, its employees, its business, or its services, the injured party reserves the right to terminate this Agreement. Upon termination any outstanding balances will immediate come due.
In addition, the parties hereby agree that any dispute arising out of any disparaging, defamatory or derogatory information published by client about the parties, or any other provision of this contract, or any other dispute that may arise between the Parties, shall be settled by confidential binding arbitration. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of an Arbitration Association. The place of arbitration shall be the State of New Mexico. The arbitration shall be governed by the laws of the State of New Mexico.
Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents, images, video, audio recordings and any other items . There shall be no other discovery allowed. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Time is of the essence for any arbitration under this agreement and arbitration hearings shall take place within 60 days of filing and awards rendered within 60 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
Presentation Gurus and the client agree that the jurisdiction and venue for any legal proceedings arising from or related to the services provided under this agreement shall be determined based on the geographical location of the client. For all clients located outside of Europe, legal proceedings shall be instituted and adjudicated in the State of New Mexico, United States. For all clients located within the United Kingdom and Europe, legal proceedings shall be instituted and adjudicated in the Courts of London, United Kingdom. This clause shall govern where Presentation Gurus may initiate legal proceedings for matters including, but not limited to, breach of contract, non-payment, and intellectual property rights disputes. The client explicitly agrees to submit to the jurisdiction of these courts and waives any right to claim that such courts are an inconvenient forum. Furthermore, the client agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- Credits and Publicity
12.1 The Project Website pages will include a link to Presentation Gurus or one of our other business units’ by way of a text hyperlink such link to appear at the foot of the Project Website pages.
12.2 Subject to clause 11 above the Client shall be able to refer to their working relationship with Presentation Gurus for press and publicity purposes after receiving the written approval of Presentation Gurus regarding the content of any such material.
12.3 Subject to clause 11 above Presentation Gurus shall be able to refer to their working relationship with the Client for press and publicity purposes.
12.4 Presentation Gurus has the right to use a website as an example of their work, in publications and articles, for use on Social Media, in a portfolio as an example.
- Intellectual Property Rights
13.1 Client represents, warrants and covenants to Presentation Gurus that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and deliverables.
All concepts, ideas, printed graphic designs, sketches, photographs, written words, wordmarks, logos, business concepts, business processes, or any other items of value as determined by Presentation Gurus shall remain the exclusive property, including all intellectual property rights therein, of Presentation Gurus. These items are licensed to the client for use on a specific property and for a specific time period of 1 year unless otherwise indicated, which shall commence only upon full payment of the corresponding invoice. This license is non-transferable and limited to the scope, duration, and purpose as explicitly agreed upon between Presentation Gurus and the client. Any use of the licensed materials beyond the terms of this license without prior written consent from Presentation Gurus is strictly prohibited and shall constitute a breach of this agreement.
13.2 Presentation Gurus (a) hereby represents, warrants and covenants to Client that Presentation Gurus will provide the Services identified in the Agreement in a professional and workman like manner and in accordance with all reasonable professional standards for such services. (b) Presentation Gurus further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Presentation Gurus and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Presentation Gurus , Presentation Gurus shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Presentation Gurus to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Presentation Gurus ’s knowledge, the Final Works provided by Presentation Gurus and Presentation Gurus subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Presentation Gurus shall be void.
13.3 Presentation Gurus retains all rights to the design and underlying code used to create the Project. Such rights will be retained after the termination of this Agreement, subject to any sale as detailed in clause 8 of this Agreement.
13.4 The Client shall not use or copy and subsequently alter the coding of the Project or any other coding carried out as part of the Project with a view to creating a separate Website without the prior written consent of Presentation Gurus or subject to any sale as detailed in clause 8 of this Agreement.
- Warranties
14.1 Disclaimer of All Other Warranties – PRESENTATION GURUS DOES NOT WARRANT THAT THE PRESENTATION DESIGN SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRESENTATION GURUS PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
- Indemnities and Limitation of Liability
15.1 You shall fully protect, indemnify and defend Presentation Gurus and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the Presentation Gurus marketing services, regardless of cause or of any fault or negligence of Presentation Gurus or the indemnified parties and without regard to cause or to any concurrent or contributing fault, string liability or negligence, whether sole, joint or concurrent, active or passive by Presentation Gurus or the indemnified parties.
15.2 Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PRESENTATION GURUS TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO PRESENTATION GURUS FOR THIS PRESENTATION PROJECT, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
- Termination
16.1 Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Presentation Gurus (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Presentation Gurus or hinders Presentation Gurus’s ability to perform the PRESENTATION DESIGN Services hereunder.
Written notice shall be either by email which will be confirmed by return email as having received the email, by completing a form on the Presentation Gurus website or postal receipt of a letter, but you shall be obligated to pay for services delivered to you prior to us receiving your termination up to and including the last day of service provided by Presentation Gurus.
- Assignment
17.1 Client may not assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of Presentation Gurus.
- Force Majeure
18.1 Neither party shall not be deemed in breach of this Agreement if either party is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the parties control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the party shall give notice to the other party of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
- Joint Venture or Partnership
19.1 This Agreement shall govern the relationship of the parties, which shall be that of an independent contractor. Nothing in this Agreement shall be construed so as to create an employer—employee relationship. Presentation Gurus is an independent contractor in relation to the client. No agency relationship, joint venture, or partnership is created by this Agreement. Presentation Gurus shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of client without its express written consent.
- Non-Solicitation
20.1 The Client undertakes during the period of this Agreement (and subsequent renewals of this Agreement) and for a period of six months after its termination not to directly or indirectly solicit or induce any of Presentation Gurus employees to leave the employment of Presentation Gurus whether to work on a freelance or consultancy basis or to be directly employed by the Client.
- General
21.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
21.2 If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
21.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorized representatives. Authorized representatives of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract on behalf of the Client.
21.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
21.5 Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.
21.6 By becoming a customer of Presentation Gurus, and/or by inquiring about Presentation Gurus products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, sms text messaging, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from Presentation Gurus, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails.
- Electronic Signatures
22.1 We use electronic signature software to get forms, contracts and other paperwork signed within you. This is in place to create faster turnaround times for both of us.
22.2 Electronic signatures are secure and legally enforceable.