THIS AGREEMENT (the “Agreement”), is entered into on the date the subscription is purchased by and between Razmus Media, LLC (“The Company”) a Florida limited liability company, and; (the “Client”) as indicated by the company name, company address, used for the purchase of a monthly recurring subscription via Stripe payment page for one of the subscription packages described on the page https://razmus-media.webflow.io/service/unlock-potential
The Client and The Company agree as follows:
- The Services.
The Company will provide to the Client business consulting services related to strategy, marketing, finance, human resources, technology, and operations. Business consulting includes discovery, diagnosis, recommendations, implementation, and evaluation. Services will be delivered in the form of verbal and written advice, as well as professional services performed by the Company.
- Compensation and Payment.
a. Client will pay to The Company amount selected on the Stripe checkout page per month. After an initial charge, the amount will be automatically deducted from the bank account or credit card on file monthly.
b. Client may cancel this agreement and recurring charges by contacting The Company prior to the next automatic deduction.
- Term.
This Agreement will commence on when a signed copy of this agreement is executed by the Client and is received by The Company and will continue monthly unless otherwise terminated by The Company or Client or unless otherwise agreed to by The Company and the Client.
- Termination.
In the event that the Client desires to terminate the Services hereunder, the Client must use the Stripe customer portal to self manage, or submit a written request to The Company at least seven (7) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail.
- Confidentiality.
During the course of this agreement, it is likely that each party will come into contact with confidential information crucial to the operation of each parties business. Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies and (v) other such information each Party deems as “Confidential Information”. By their signature below, each party agrees to keep in strict confidence all non-public information so long as it remains non-public, except to the extent disclosure is required by law, requested by any governmental or regulatory agency or body or to the extent that Consultants must disclose information to lenders and equity partners to obtain financing. Both parties agree not to use the confidential information disclosed to them for their own benefit, or for the benefit of any party with which the Client or the Company is affiliated. If this agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party.
- Mutual Non-Disparagement.
Beginning on the date of this Agreement and continuing indefinitely following the termination of this Agreement, both Company and Client agrees to not make any statements (verbal or written) which may disparage the Company or Client or its current or former officers, directors, employees, products or services, or use the name of the Company or Client in a manner which may diminish or otherwise damage the Company's or Client’s reputation or goodwill. Both Company's and Client’s business reputation is a valuable asset, and this Mutual Non-Disparagement provision is a critical component to inducing Company's and Client’s into entering into this Agreement and paying the compensation provided for herein. Company and Client specifically understand this Non-Disparagement Agreement shall apply to both social media (for example Facebook, Twitter, YouTube, Instagram, Clubhouse, LinkedIn) and other more traditional forums for communication.
- Ownership of Materials.
The Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.
Original materials refers to information, graphics, software, or any other materials that The Company already owns or has previously curated or prepared. Original materials do not pertain to new materials The Company might create for the Client. Original materials that The Company has curated and prepared at times overlap with other Clients and The Company may modify them and apply them to different settings. New materials that The Company creates or modifies for the Client belong to the Client and may be used by the Client as they see fit for any purpose. However, The Company will always retain the rights to all original materials in their possession.
- Proprietary Information and Use of Materials.
Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
a. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (1) previously known to the receiving Party, (2) independently developed by the receiving Party, (3) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (4) acquired through the public domain through no breach by the receiving Party of this Agreement.
- License.
Client grants The Company a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
a. Portfolio Release. Client agrees that The Company has the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, self-promotion including advertising for The Company’s business including without limitation any and all social media platforms. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation.
b. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
- Additional Services.
All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform or outsource to a partner or individual or corporation, the Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services, when deemed appropriate by The Company.
- Limitation of Liability.
The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client's sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors or omissions which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.
- Handling of Disputes.
The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and The Company reserves the right to dispute such cancellation and pursue Client for monies owed to The Company for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay The Company for the work already performed as of the time of the cancellation request. If Client does not pay for such hourly work upon The Company’s demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if The Company is successful in any credit card cancellation dispute, The Company reserves the right to pursue Client for the costs The Company had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time The Company and its representatives spent handling such dispute.
- No Guarantee.
The Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.
- Entire Agreement.
This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
- Severability.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.
- Headings.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
- Interpretation and Enforcement.
The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of Florida. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Florida USA, and within the jurisdictional district of Hillsborough County, Florida USA.
