The following are the terms and conditions for use of Talent Maze LLC services (the "Service"). Please read them carefully. Our Service is offered to you with the condition you accept without modification the terms and conditions contained herein. Talent Maze LLC may change the Terms of Service at any time. Accordingly, you should return to this web page to check for changes to the Terms of Services from time to time.
BY ACCESSING AND USING THE SERVICE, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18 AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF AND YOUR EMPLOYER, IF APPLICABLE, TO THE TERMS OF THIS AGREEMENT AND (2) CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOUR ACCESS OF OUR WEB SERVERS MAY CONSTITUTE A TRESPASS UNDER APPLICABLE LAW.
GENERAL
These Terms of Service (the "Agreement") are entered into by and between the customer ("you," "your," "Affiliate," "Referral Partner" or "Referrer") and Talent Maze LLC ("Talent Maze LLC", "Talent Maze", "us" or "we"). You are deemed to have accepted this Agreement upon your use of the Service (see Paragraph 2). This Agreement is made up of the terms below, plus the Privacy Policy, all attachments to this Agreement, and the other policies and materials specifically referred to in these Terms of Service, all of which are incorporated herein by reference. The Agreement and related policies are also set forth on the Talent Maze LLC website (http://www.TalentMaze.com) ("Website"). The Agreement sets forth the terms and conditions under which you agree to use the Service, and under which Talent Maze LLC agrees to provide the Service to you.
1. Services
1.1 During the term of this Agreement, and any extension thereof, Service Provider shall provide the following services on an as needed basis for Client:
- Referral of new customer business to Talent Maze LLC.
2. Fees
2.1 As compensation for the Services, the Client shall pay to the Service Provider the corresponding fees listed below:
- For fifteen (15) calendar months from the effective date of this contract Client will pay twenty (20%) percent of all revenue generated by new customers referred to Client by Service Provider.
- For the twelve (12) calendar months following the initial 15 month period Client will pay fifteen (15%) percent of all revenue generated by new customers referred to Client by Service Provider.
- Fees will be paid on the 16th of the first month after the close of the business quarter in which the revenue in question is paid to Client and satisfies all applicable guarantees.
3. Term
3.1 This Agreement shall commence on the Effective Date and will continue in full force and effect until terminated pursuant to Section 4 below.
4. Termination
4.1 Either Party shall have the right to terminate this Agreement at any time without cause upon thirty (30) days written notification of its intention to terminate this Agreement. Termination in accordance with this paragraph shall be without penalty to either Party. Each Party shall remain responsible for its respective obligations with regard to actions, events, and Services received or rendered prior to the date such termination becomes effective.
5. Independent Contractor/Non-Exclusivity
5.1 This Agreement does not create an employer/employee or an agency relationship between Client and Service Provider. Nothing contained herein shall obligate Client to obtain Services from Service Provider and Client shall be free to perform or obtain the Services or any such other Services in-house or through other vendors in its sole discretion.
6. Confidentiality
6.1 The Parties acknowledge that each Party may receive confidential information relating to the other Party's business, including but not limited to, information regarding products, Services or offerings, customer information, including without limitation, customer lists, customer data, financial information, including budgets, forecasts, projections, operating results and financial statements; and information received from others that the disclosing party is obligated to treat as confidential (collectively and separately, "Confidential Information"). Both Parties agree that all information provided pursuant to this Agreement by each Party ("Disclosing Party") to the other Party is confidential and proprietary information of the Disclosing Party, whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it was furnished and shall be subject to the terms and conditions of this Agreement. Upon either Party's written demand, or upon the termination or expiration of this Agreement, both Parties shall comply with the other Party's instructions regarding the disposition of such other Party's information, including without limitation, the Confidential Information, in the possession or control of either Party. Service Provider shall provide Client with a certification that Service Provider has discontinued use of Client's Confidential Information and has returned or destroyed Client's Confidential Information and all portions and copies thereof.
7. No Conflicts/Collusion
7.1 No contract between Client and Service Provider or its stockholders and directors shall be valid or enforceable unless and until the relationship between Service Provider and an affiliated or related party has been disclosed in writing to Client and such contract has been specifically approved in writing by Client. In addition, Service Provider agrees that in performing its Services all contracts with Affiliates or other related parties or third party subcontractors will be entered into on an arm's-length basis, be priced at a below "market" rate and otherwise be entered into and performed in accordance with best business practices.
8. Regulatory
8.1 The Parties agree that to the extent either of their respective regulators have the right to examine the servicing relationship between the Parties described in this Agreement, along with the records associated with such relationship, subject to any privacy requirements applicable to either Party or its Affiliates, or to the individual customers of either Party, the Parties shall (i) provide advance notice of such examination; and (ii) cooperate with each other in make such records available.
9. Limitation of Liability
9.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NO LIMITATION ON EITHER PARTY'S LIABILITY SHALL APPLY TO (i) DAMAGES RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH PARTY OR INTENTIONAL BREACH OF THIS AGREEMENT, (ii) DAMAGES ARISING IN RESPECT OF CLAIMS UNDER SECTIONS 5 AND 10, OR (iii) CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY THE NEGLIGENCE OF SUCH PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS.
10. Indemnification
10.1 Each Party agrees to indemnify and hold harmless the other Party, its Affiliates and their respective clients, directors, officers, employees, agents, and subcontractors from and against any action or threatened action, suit or proceeding arising out of or as a result of, the indemnifying Party's performance under this Agreement and against any and all claims, expenses, losses or damages (including reasonable attorneys' fees) that result from the actions or inaction of the indemnifying Party. However, in no event shall a Party to this Agreement be obligated for any claims, expenses, losses, or damages resulting from the negligent or willful acts or omissions of the other Party, its agents, employees or subcontractors provided that such Party is not also guilty of any negligence or willful acts or omissions with any such matter.
11. Compliance with Laws
11.1 Each Party hereto agrees that it shall comply with all federal, state, county and local laws and regulations in the performance of its obligations or receipt of Services pursuant to this Agreement, including but not limited to obtaining the necessary permits, licenses and certificates where required, and complying with all applicable laws and executive orders relating to equal opportunity or non-discrimination as applicable.
12. Non-Publicity
12.1 Neither Service Provider nor Client nor their representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities or release any public announcement under this Agreement without the prior written approval of the other Party. However, Client may at any time share information pertaining to this Agreement with any of Client's Affiliates should the Client's Affiliate request such information in relation to any relationships that Client's Affiliate may consider or undertake with Service Provider.
13. Notices
13.1 All notices, requests, demands or other communications under this Agreement shall be in writing to Talent Maze LLC, 4760 Preston Road, Suite #244-283, Frisco, TX 75034.
14. Material Changes
14.1 Each Party must immediately notify the other Party in writing of any change in their business operations, financial condition, licenses or regulatory approvals if the change is likely to have a material adverse effect on such Party's ability to perform its obligations under this Agreement.
15. Corporate Authority; Further Assurances
15.1 Each of the Parties has all the requisite power, authority and capacity to enter into this Agreement and to perform the obligations required of it hereunder.
16. Force Majeure
16.1 A Party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay. However, if an excusable delay continues more than sixty (60) days, the Party not relying on the excusable delay may, at its option, terminate the affected Agreement(s) in whole or in part, upon notice to the other Party. In order to avail itself of the relief provided in this Section for an excusable delay, the Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure. For purposes of this Section, the phrase "due diligence" shall, at a minimum, require Service Provider to maintain a contingency plan (and provide evidence of its current and periodic testing if requested by Client) for the continuation of business so that despite any disruption in Service Provider's ability to fulfill its service obligations from any particular location or through the efforts of any particular individuals, Service Provider will be able to fulfill its service obligations from an alternative/backup location.
17. Subcontractors
17.1 The Service Provider may retain a subcontractor or subcontractors after approval by the Client to perform any number of the Services under this Agreement on behalf of the Client, provided that the Service Provider shall ensure that each subcontractor shall be subject to and comply with the terms and conditions of this Agreement. Service Provider shall not utilize any subcontractor to perform Services under this Agreement involving the exchange of Confidential Information unless such subcontractor has executed a confidentiality or non-disclosure agreement with Service Provider consistent with the confidentiality requirements of this Agreement and covering the security of all Confidential Information that may be furnished to the subcontractor. Client shall have the right to request and promptly receive (though no often than quarterly) reports on the activities of any of Service Provider's subcontractors that provide in a material respect any of the Services under this Agreement to the customers.
18. Governing Law
18.1 It is agreed by and between Service Provider and Client that all disputes and matters whatsoever arising under, in connection with, or incident to this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without regard to the principles of conflict of laws.
19. Assignment
19.1 Service Provider may not assign, in whole or in part, any of its rights, obligations, or responsibilities under this Agreement without the prior written consent of Client.
20. Notice of Litigation
20.1 Each Party shall immediately notify the other of any pending or threatened litigation, proceeding or governmental investigation, or of any issued order, injunction or decree which is reasonably expected to have a material adverse effect on this Agreement or the Services to be provided hereunder.
21. Summary
21.1 This written Agreement contains the sole and entire Agreement between the Parties, and supersedes any and all other agreements between them. The Parties acknowledge and agree that neither of them is bound by any other representation with respect to this Agreement, whether verbal or otherwise.