Professional Services: Terms of Service

General Terms & Conditions

1. Force Majeure & Malicious Acts – Webjogger shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party.

Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.

2. Confidentiality – Neither party shall disclose any proprietary or confidential information obtained from the other unless so directed by a court of law or government authority. The Client agrees not to disclose rate(s), term(s), or any information regarding this agreement without the prior written consent of Webjogger. For promotional purposes, Webjogger shall have the right to disclose to others the identity of its clients.

3. Hiring of Employees – The Client agrees not to hire or attempt to hire any Webjogger employee, contractor, or former employee within two years of termination of employment, as full-time or part-time employee, contractor, or any other such position without the written consent of Webjogger. Client understands and agrees that Webjogger shall suffer such irreparable harm in such event that Client shall, if such breach should occur, immediately pay to Webjogger an amount equal to the employee’s annual compensation (including salary and expected bonuses) at the time of breach.

4. Authority – Client signatory represents and warrants that it has full corporate power and authority to execute this agreement to bind their company.

5. Contractor Status – The relationship of Webjogger to the Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that the Client shall not have, nor exercise, any control or direction over the manner or methods by which Webjogger provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this agreement.

6. General Health & Safety. Webjogger agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions which exist that have the potential to create a hazard.

7. Site Access – The Client will be responsible for obtaining proper and adequate permission for Webjogger to enter upon and operate within the properties designated as the Client’s work area.

8. Equipment & Facilities – The Client agrees that Webjogger may utilize certain items of the Client’s equipment and may gain access to certain Client facilities. The Client retains title and ownership in all of the Client’s equipment owned by the Client and utilized by Webjogger, and must grant authority for Webjogger to access the Client’s facility. Facility access may be denied for any reason at any time, however, if access to facilities is denied, the Client understands that Webjogger may be unable to perform their duties adequately and if such a situation should exist, Webjogger will be held harmless.

9. Passwords – Client acknowledges that Webjogger must have access to Client’s systems and resources to perform their duties under this agreement. As such, Webjogger must have access to all relevant passwords.

10. Warranty – Webjogger warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.

11. Default & Excusable Delays – Webjogger shall not be liable for damages occasioned by delays due to causes beyond Webjogger’s control and without its fault or negligence, provided Webjogger promptly notifies the Client when such a delay becomes apparent.

12. No Third Party Beneficiary – All of the provisions of this agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire agreement shall inure to the benefit of any person not a party to the agreement, and third parties shall have no rights hereunder.

13. Consequential Damages – Neither the Client nor Webjogger shall be liable to the other for any consequential damages arising out of or related to the performance of this agreement.

14. Indemnification – The Client shall at all times indemnify and save Webjogger harmless against and from all losses, liability, expenses, and other detriments of every nature and description to which the Client may be subjected by reason of any act or omission of Webjogger its subcontractors, consultants, agents, officers, directors, and employees where such loss, liability, expense or other detriment arises out of or in connection with the performance of the work, including, but not limited to, personal injury (including death) and loss of or damage to property or data, or loss of profits or revenue, of the Client or others, even if Webjogger has been specifically advised of the possibilities of such damages. This indemnity shall not extend to any claims, damages, losses and expenses which are due to the sole negligence of Webjogger.

15. Limitation of Liability – Webjogger’s sole liability and the Client’s sole remedy for any failure of Webjogger to provide the deliverables as required herein is, at Webjogger’s option: (i) for Webjogger to use commercially reasonable efforts to fix or resolve the problem identified in the request within a reasonable period of time, (ii) for Webjogger to refund that portion of the fees actually paid by the Client and which is directly attributable to such problem, or (iii) for the Client to terminate this agreement. Webjogger’s cumulative liability for all claims relating in any manner to the deliverables or services, regardless of the type or nature of the action, shall be limited to the Client’s direct actual damages not exceeding the amount actually paid to Webjogger by the Client for such defective service and materials. No action, regardless of form, arising out of the transactions under this agreement may be brought more than one (1) year after the cause of action has accrued.

16. Entire Agreement – This agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter.

17. The Client and Webjogger agree that in the event any term, covenant or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted in the agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs.

18. Jurisdiction – This agreement shall be governed by and construed in accordance with the laws of the State of New York.

Last Updated: August, 2014