Terms of Service

THIS SERVICES AGREEMENT (hereinafter, “Agreement”) is entered into as the date referenced below between, Sarah Moon & Associates, LLC, an Oregon limited liability company, whose address is 2861 S. Sundowner Court, Canby, Oregon 97213, hereinafter (“Consultant”) and the client, whose address is referenced below and hereinafter (“Client), and collectively, known as the “Parties”.

In consideration of this Agreement, the Parties acknowledge, understand and agree to be bound by the following terms and conditions.

SERVICES. The purpose of this Agreement is for the Consultant to provide certain services as outlined in the Detailed Proposal, which is attached and hereby made part of this Agreement by this reference, in connection with the services outlined, hereinafter, (“Project”). Client fully understands and agrees that specific and personalized goals, plans, methods and systems will be prescribed by the Consultant to carry out the services outlined in the Project and as such the nature of the work will be personalized in nature for Client based on the information presented by Client at the time of the engagement.

SCOPE OF WORK & DELIVERABLES. The scope of the Project may change from time to time and may be expressed in a separate written agreement between the Parties. Client understands that in the event a Project scope of work expands, additional fees and costs will be due to the Consultant prior to deliverable of the additional work to Client. Client understands that Client will be charged based upon the Consultant’s current rates for any additional work which may vary and subject to change without notice to Client. Additional service charges needed, may include, but is not limited to the following services: 1) new work or revisions that is requested after a deliverable has been approved; 2) Client requests work or services that is reasonably beyond the scope of what is specified in the original Project deliverables; 3) Client’s revision or specification requests substantially alters the original Project deliverables; 4) Client’s revisions or specification requests are beyond the scope and knowledge based of the Consultant’s current service offerings and therefore will result in the need for a third-party vendor to complete. Payment for additional work will be due within seven (7) days of the request and Consultant reserves the right to request a fifty-percent (50%) deposit for all additional work requests.

Deliverables to the Client will be provided by the Consultant as outlined within the Project and additional work terms as agreed to by the Parties. Client understands that Consultant’s work is personalized in nature for Client and therefore Client’s deliverable dates will depend entirely on Client’s meeting their obligations to provide deliverables, materials, approvals, and/or instructions to the Consultant in a reasonable timeline. Client’s failure to meet these obligations may result in delivery delay by the Consultant. Any such delay caused by Client does not mean a breach of this Agreement by Consultant in any means. Client further understands that this does not obligate or entitle the Client to a refund of any kind for the Project.

Upon receipt of any deliverable by Consultant, Client will have three (3) business days to notify in writing, their acceptance or rejection of such deliverable. In the event of a revision request, Consultant will commence work to revise the deliverable based on the specifications or revision request received by the Client within five (5) business days. Client understands that extensive specifications and revisions may result in a extension of the Project Term. In the absence of a written acceptance or rejection notice by Client, Consultant will deem the work acceptable by the fifth (5th) business day from delivery to Client. Client will not be entitled to any revision request of that deliverable asset after such time by the Consultant.

TERM OF THE AGREEMENT. The term of this Agreement, hereinafter (“Term”) will commence upon signing and shall be in effect for a duration of 90 days, hereinafter, (“Termination Date”). The Parties agree that in the event that the scope of work for the Project changes, then the initial outlined Termination Date may be modified. Non-utilization of the services outlined for the Project during or after the Term does not obligate or entitle the Client to a refund of any kind for the Project.

COMPENSATION & LATE FEES. In exchange for the Services, Client agrees to pay Consultant for the Project as outlined in the Detailed Proposal. Client agrees to pay for the Project as outlined which may include a payment schedule as set forth in the Detailed Proposal. Consultant accepts the following forms of payment: Cash, Cashier’s Check, Certified Funds Check, and/or electronic payment via payment merchant providers only. Consultant does not accept payment in the form a personal check for any services.

Consultant reserves the right to cancel, discontinue, modify, withhold delivery of work completed or in-progress, transfer ownership of any work completed or in-progress in the event that Client fails to timely submit payment by any due date. In payment is not received from Client by the agreed upon due date, the Client agrees to pay all amounts due upon demand, together with any applicable collection costs and/or administrative fees for the delay caused by the failure to submit payment. Client understands that Client is responsible for all payments whether or not Client takes full advantage of the Project. No exceptions will be made in this matter and Consultant reserves the right to take legal action to collect any payments due by Client. Due to the personalized nature of the work provided by the Consultant which may or not include the prescribing of goals, plans, methods, and systems, processes and knowledge to deliver the Project, Client agrees to not make any chargebacks to the Consultant. In the event that Consultant does initiate or threaten chargebacks to the Consultant, Client understands that this section will be highlighted in any defense for proceeding, that Client read and understood that this action was not permissible, and therefore Client’s personal data and communication to the Consultant including but not limited to any written communication (emails, text messages, etc.), electronic communication of any method and type, including but not limited to telephonic, verbal or non-verbal, access logs data, ISP addresses, and other data to demonstrate access and usage of the Project deliverables whether in-progress or completed, will and can be used against the Client. The Client further agrees that by forcing the Consultant to engage in such proceedings, Client shall pay for any fees associated with recouping payment, including but not limited to collection fees and attorney’s fees.

A monthly penalty fees will be accessed to the Client at the rate of five (5%) percent (or the maximum allowed by state law) to all amount due by the Client after payment remains outstanding for a period of time longer than calendar days. Any payment received by Client will be credited towards the initial payment due and any remaining funds will be applied to any outstanding balance still due. Client shall be responsible for any penalty fee still due, collection fee, administrative fee, collection or legal fees incurred as a result of any outstanding balance or default of payment. Consultant reserves the right to cancel, discontinue, modify, withhold delivery of work completed or in-progress, transfer ownership of any work completed or in-progress in the event that Client fails to timely submit payment by any due date or has an outstanding balance due of any amount.

REIMBURSEMENTS. From time to time, Consultant may need for the performance of the Project, seek out the supporting assets from third-party vendors for items but not limited to, web hosting, stock imagery, domain names, etc. for the Project. Consultant will seek out the prior written approval of the Client prior to purchasing such supporting assets. Upon approval and purchase, Consultant will submit within fifteen (15) business days from the purchase a detailed invoice with documentation of the purchase for reimbursement by Client. Client agrees to submit payment within ten (10) business days of receipt of the invoice. In the event the Agreement terminates with reimbursement still due to Consultant, Client agrees to submit payment within ten (10) business days from the Termination Date. In the event Client fails to submit payment, Consultant reserves the right to cancel, discontinue, modify, withhold delivery of work completed or in-progress, transfer ownership of any work completed or in-progress in the event that Client fails to timely submit payment by the mentioned due date or has an outstanding balance due of any amount.

CLIENT RESPONSIBILITIES. Client agrees and accepts that following is within their sole exclusive control and that they in-fact have exclusive control of their own physical, mental, emotional well-being, and that they can engage in decision-making, choice selection, action and required and arising out of, or resulting from the Services and they accept and are fully responsible for their own progress and results throughout and after the termination of this Agreement. Client further agrees to participate in reasonable communication response periods of responding within seven (7) business days following a communication from Consultant and that Client will communicate honestly, be open to feedback and assistance from Consultant, and dedicate the time and energy to fully participate in the Project. Client understands that any failure to reasonably communicate, dedicate time and energy to fully participate may result in deliverable delays and as such does not obligate or entitle the Client to a refund of any kind for the Project. Client understands that unreasonable delays by them may result in the performance of the Project by Consultant and may include the modification of the Project deliverables (including but not limited to early Project termination) by the Consultant in their sole discretion as result of Client’s unreasonable delay of any kind.

CONSULTANT RESPONSIBILITIES. Consultant agrees to devout sufficient time as necessary to deliver the services as outlined within the Project. Consultant represents they have the skills and qualifications to deliver the services as outlined in a professional, timely and workmanlike manner without the advice or sole direction of Client. Client understands that Consultant will perform services for and contract with as many additional clients, persons, and companies as Consultant, in their sole discretion, and sees fit. Consultant will perform the services for the Project at any suitable time and location they deem appropriate.

RELATIONSHIP OF THE PARTIES. Consultant enters this Agreement and will remain throughout the term of the Agreement, as an independent contractor. Consultant agrees that they are not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. Consultant further agrees that they are not entitled to the rights or benefits afforded to Client’s employees, including but not limited to disability or unemployment insurance, worker’s compensation, medical insurance, sick leave, or any other employment benefit. Client will not withhold from any compensation paid to the Consultant any amounts for federal or state income taxes, or social security (FICA), nor will Client pay any social security or unemployment tax with respect to the Consultant. Consultant is responsible for all income taxes or other tax obligations. On written request, Consultant can provide Client proof of timely payments and in the event of the Consultant’ failure to submit any payment that is due of this kind, Consultant agrees to indemnify Client for any claims, losses, fees, penalties, interests, or damages suffered by Client resulting from Consultant’s failure to comply with this provision.

REFUND POLICY. Client understands and fully appreciates without negotiation of any kind that Consultant, due to the personalized nature of the work, does not offer a refund of any kind of any monies received from Client. In the event a modification from the policy is made by the Consultant, it will be in their sole discretion. Client fully understands that subject to the refund policy contained herein, all sales are final and not eligible for any refund under any circumstances, be it known or unknown, now or in the future. Client further understands and agrees that changing their mind about the Project, failing to complete, follow-through or understand the details of the Project, not experiencing the results they expected or desired, or experiencing any other similar feeling or situations will not, under any circumstances, warrant or entitle Client to a refund by the Consultant.

RIGHT OF ACCESS & CLIENT DATA. Client agrees to allow, grant, authorize and assist Consultant with obtaining any necessary access to computer systems, cloud-based systems, or other locations, as required and needed to deliver the deliverables of the Project to Client. Client further understands that as a result of sharing, granting and assisting with the sharing of access, Consultant may come into contact with Client’s confidential data or information, systems, processes, methods, files or other personalized and privilege business operation data, therefore Consultant will keep this information confidential in the strictest of confidence, and will not disclose of it by any means to any person except with Client’s approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Consultant’s employees, agents, and subcontractors. At no time will Consultant use any of Client’s confidential information for any purpose other than for the benefit of the Client in connection with the deliverables for the Project. Upon the termination of this Agreement or at any time upon Client’s request, Consultant will return any confidential information any reproductions or copies in their possession or control to Client. In the event of access by Consultant, Client is fully responsible for the ensuring of the security of the Client’s data.

PRIVACY & CONFIDENTIALITY OF THE PARTIES. The Parties agree to respect and hold in the strictest of confidence, the other’s confidential and/or proprietary information, ideas, plans, methods, data in any format, processes, systems, files, trade secrets, intellectual property of any type including, patents, trademarks, copyrights of any information or asset, belonging to that party shall remain in their ownership and exclusive control and capacity and therefore cannot be utilized, licensed, accessed, copied, modified in any way without the express written consent of the other party. Exception to this privacy and confidentiality clause includes to any portion of information that was in the public domain at the time of its communication to the other party; that it was already in the other party’s possession free of any obligation of confidence at the time it was communicated to the other party.

INTELLECTUAL PROPERTY. Consultant retains all ownership rights to the materials provided during the Client’s participation under this Agreement, (hereinafter, “Consultant Materials”). The Consultant Materials include all forms of media, including but not limited to written, oral or video, designs, and/or in whatever format presented or conceptualized, developed or contemplated prior, during or after the termination of this Agreement, including hard copy, electronic or digital copy, or recordings, sketches, visual presentations, or alternate, or preliminary designs or documents developed or created by the Consultant. All Consultant Materials will be deemed patentable, trademarkable, or copyrightable materials under applicable law. The Consultant Materials delivered to Client are for the Client’s individual use only and provided only a limited single-user license. Client understands and agrees that they are not authorized to share, copy, distribute, or otherwise utilize, disseminate any of the Consultant’s Materials without the Consultant’s express prior written consent. All intellectual property, including Consultant’s Materials, shall remain the exclusive property of the Consultant and no license to sell, distribute, modify for educational purposes or any purpose not contemplated or authorized by the Consultant is granted and/or implied herein. Client further agrees not to reproduce, duplicate, copy, trade, resell, exploit for any personal or commercial purposes, any portion of Consultant’s services, including any of the Consultant Materials at any time, even after the termination of this Agreement. Client agrees to be responsible for all incurred loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the Consultant’s intellectual property and/or Consultant Materials.

DISCLAIMER. Consultant makes no representations, warranties, guarantees or promises verbally or in writing, pertaining to the achievement of any level of results from the Client’s participation in, or use of the deliverables outlined in the Project. The Client understands and agrees that they are voluntarily choosing to enroll in these services and are solely responsible for any outcomes or results. While the Consultant believes in the services being provided, and that the Consultant’s services are able to help many people, the Client acknowledges and agrees that the Consultant is not responsible nor liable to the Client should the Client sustain any injuries, incur harm, or encounter any negative ramifications in response to, or during their participation in, the Project. The Client accepts that they are fully responsible for their own health and well-being, personal finances, business health, business finances including profits and/or losses, business systems, business processes, business personnel or other personally or commercially advantage relationships or engagements during and post termination of this Agreement and any personal or commercial results achieved or not achieved will vary. Client understands that Consultant does not offer any professional, medical, psychological or financial advice and that it is their exclusive responsibility to seek such independent professional guidance as needed.

LIMITATION OF LIABILITY. Client agrees that Consultant is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Project and/or Consultant Materials provided, aided by the Consultant. In no event shall the Consultant be liable to the Client for any indirect, consequential or special damages and in the event of an award of damages of any kind, the Parties have mutually agreed to limit any monetary liability to the total amount of fees received by the Consultant under this Agreement and that this limitation was intended to apply to any all liability arising or connection thereof this Agreement, however, each party will remain liable for any bodily injury or personal property damage resulting from grossly negligent or willful actions of the Parties.

The Client shall defend, indemnify, and hold harmless the Consultant, from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the services provided by Consultant, excluding, however, any such expenses and liability which may result from a breach of this Agreement or sole negligence or willful misconduct by the Consultant. In consideration of, and as part of, the Client’s payment for the right to participate in Project, the undersigned, heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge the Consultant and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, assigns and staff or students from all actions, causes of actions, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from the Client’s participation in the services outlined in this Agreement or any additional agreements arising out or in connection with this Agreement between the Parties.

TERMINATION. Either party, with or without cause, may terminate this Agreement by delivering notice to the other party their intention to terminate with at least fifteen (15) business days written notice.

If Terminated by Client. In addition to the obligation outlined in Section 15, if this Agreement is terminated by Client, Client agrees:

that all payments made to Consultant to date are non-refundable;

that all outstanding Consultant fees, reimbursements, and/or additional services outlined in any additional agreements arising out of or in connection with this Agreement will become immediately due;

that only upon full payment of any amount due to Consultant, will Consultant provide access to any deliverable, completed or already in-progress at the time of termination, including any transfer of title of ownership or full rights to any deliverable to Client;

that any unauthorized usage of any deliverable of any kind, whether completed or in-progress, draft or any other condition or state by Client without Consultant’s express written permission while payment for any amount due to the Consultant is still pending may result in legal action being taken by the Consultant;

Client agrees and admits that such unauthorized usage while any amount is pending and due to the Consultant is willful and blatant disregard of Consultant’s legal rights to said deliverable and therefore no such legal remedy or exception exists that would grant usage by Client for any reason and therefore Consultant is entitled to the maximum penalty authorized by applicable law

If Terminated by Consultant. In addition to the obligation outlined in Section 15, if this Agreement is terminated by Consultant, Consultant agrees:

Consultant will retain all payments made and earned prior the date of termination by the Consultant, including all outstanding consultant reimbursements, and/or additional service agreement fees earned prior to the date of termination and that all outstanding amounts will become due immediately

That if Consultant terminates this Agreement for reasons other than a material breach by Client, that Consultant will assist Client in transferring the Project to a new Consultant within thirty (30) days from the date of termination

DISPARAGEMENT. Client agrees to not, at any time, even after the termination of this Agreement, or permit or circumvent this Section by way of a third-party, directly or indirectly, take any action, and/or make, publish, file or record, any oral or written statements that would likely have a negative or injurious impact upon, or that is derogatory, defamatory, libel or slanderous in nature to the Consultant or Consultant’s services in any way.

GENERAL PROVISIONS

NOTICES. Any notices required to be given under this Agreement either party to the other shall be in writing and shall be transmitted either by (i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail, addressed to the party to be notified at the following address or to such other address (or person) as such party shall specify by like notice hereunder:

CONSULTANT: Sarah Moon & Associates, LLC

2861 S. Sundowner Ct

Canby, OR, 97213

ATTN: Sarah Moon, CEO

ENTIRE AGREEMENT; MODIFICATIONS. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Consultant for Client and contains all of the representations, covenants, and agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by an authorized representative of the party to be charged. In the event of early termination as a result of a modification, the Parties agree to continue to abide by the obligations outlined in Section 15.

PARTIAL INVALIDITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

PAYMENT OF MONEYS DUE DECEASED CONSULTANT. If Consultant dies before completing the services under this Agreement, any moneys due to Consultant from Client under this Agreement as of the date of death will be paid to the Consultant's executors, administrators, heirs, personal representatives, successors, and assigns.

DISPUTE RESOLUTION. In the event of a dispute arising out of or related to this agreement or the services provided hereunder, the parties agree to first attempt to resolve the dispute through mediation. The mediation shall be conducted in accordance with the rules of AAA Mediators Model Standards of Conduct developed by the AAA, the American Bar Association (ABA) and the Association for Conflict Resolution. If the dispute is not resolved through mediation within thirty (30) days of notice of dispute, either party may initiate litigation proceedings in accordance with the laws of the State of Oregon, Clackamas County, Oregon.

ATTORNEYS' FEES AND COSTS. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses including any appeals from the other party.

GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of laws principles and waiver of any requirement of personal jurisdiction and each party waives any objection to venue in the State of Oregon, state or federal law jurisdiction requirements.

FORCE MAJEURE. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence.

WAIVER; RIGHTS CUMULATIVE. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

COUNTERPARTS. This Agreement may be executed by in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth in the Detailed Proposal.