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Client Agreement – Terms Of Service

This independent contractor agreement is made between Member (“Client”) and Katy Kaumeyer with Omni Media Designs, (“Service Provider”). Client and Service Provider may each be referred to as “Party” or collectively as “Parties.”

 

Service Provider is an independent contractor that desires to provide the services sought by Client in exchange for compensation.

Client and Service Provider desire to enter into an agreement establishing an independent contractor relationship in which Service Provider will provide the services sought by Client.

 

Accordingly, the Parties agree as follows:

1. Services

• Service Provider shall perform the services as an independent contractor for Client (the “Services”). Service Provider is not an employee of Client.
• Client shall not control the manner or means by which Service Provider performs the Services, including but not limited to the time and place Services are performed.

 

2. Indemnification and Limitation of Liability

• Each party agrees to indemnify and hold harmless the other from any and all claims, damages, liabilities, expenses, costs and attorney’s fees incurred by the other party in connection with any actual or threatened litigation arising out of any negligent or wrongful acts or omissions of such indemnifying party, its principals, employees, or agents, in connection with such party’s performance of its obligations under this Agreement. The indemnified party shall give the indemnifying party timely notice of any such actual or threatened litigation and, upon request, reasonable assistance, at the indemnifying party’s expense, in the prosecution thereof.
• Except for claims covered by Section 2.1 above and claims for breach of Section 3 below, (a) in no event shall either party have any liability under this Agreement, whether based on contract, tort (including without limitation strict liability and negligence), warranty or any other legal or equitable grounds for any loss of use, profit, or revenue by Service Provider, or for any indirect, incidental, consequential, exemplary, punitive or special damages, even if it has been advised of the possibility of such damages, and (b) in no event shall either party’s liability under this Agreement exceed the amount of all compensation (including, if applicable, the fair market value of any options at the date they are granted to Service Provider, as determined using the Black-Scholes option pricing model) actually received by Service Provider under this Agreement. Notwithstanding the above, either party shall be entitled to recover its reasonable attorney’s fees and costs consistent with Section 38.001 of the Texas Civil Practice and Remedies Code in an action to enforce the provisions of this Agreement.

 

3. Term and Termination

• Either party may terminate this Agreement for any reason at any time with prior written notice to the other party.

• Upon termination or expiration of this Agreement, all rights of the parties under this Agreement shall immediately cease (except with respect to those provisions of the Agreement which, by their nature, survive the termination).

 

4. Non-Disclosure

• Service Provider shall not disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models or trade secrets. Confidential information does not include information that is generally available to the public other than through a breach of this Agreement or information that was communicated to Service Provider through a third party and with no confidentiality obligations.

• Service Provider may have other clients and employers to whom Service Provider provides the same or similar services. Service Provider shall not disclose or share information or deliverables related to the Services provided to Client with any other clients or employers without the prior authorization of Client. However, Service Provider retains control over, and may use with other clients or employers, any pre-existing methods, techniques, knowledge, software, licenses or other tools used to perform the Services as well as any documents, templates, images or other deliverables that are not specific to the Client or developed exclusively for the Client.

• Parties obligations under Section 5 shall survive any termination or expiration of this Agreement.

 

5. Intellectual Property Rights

• Client grants Service Provider a non-exclusive right to use the Client’s intellectual property, including but not limited to trademarks, service marks, trade names, logos, symbols and brand names, for the limited purpose of performing Services pursuant to this Agreement. No other use of Client’s intellectual property is permitted without separate written agreement between Client and Service Provider.

• Any work product such as documents, templates, images or other deliverables created by Service Provider specific to the Client as part of performing the Services shall be the exclusive property of the Client. Upon request from Client, Service Provider shall sign any documents necessary to confirm or perfect the Client’s rights and ownership to the work product.

 

6. Written Notice

• Parties shall provide written notices, requests, authorizations or confirmations, as required by various sections of this agreement, through the following means:

  • Notice to Service Provider shall be emailed to omnimediadesignsllc@gmail.com.

  • Notice to Client shall be emailed to email provided at sign-up.

  • Notice is deemed to have been given upon the sending of the email.

 

7. General Legal Provisions

• Service Provider enters into this Agreement as an independent contractor. Nothing in this Agreement shall be construed as creating the relationship of joint ventures, partners, employer and employee, franchiser and franchisee, master and servant, or principal and agent. Service Provider shall be solely responsible for all taxes, withholdings, and other similar statutory obligations, including without limitation, Worker’s Compensation Insurance.

• The parties shall not be responsible for any failure or delay in the performance of any obligations hereunder to the extent caused by acts of God or the public enemy, flood, fire, natural disaster, war or preclusive acts of any governmental authority.

• This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Except as expressly provided in this Agreement, nothing contained in this Agreement is intended to confer upon any third party any rights, benefits or remedies of any kind or character whatsoever under or by reason of this Agreement. No party may assign this Agreement without obtaining the prior written consent of the other Party.

• This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Denton County, Texas, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgement of such federal or state courts located in Texas, such personal jurisdiction shall be nonexclusive.

• This Agreement, together with any documents incorporated by reference, constitutes the sole and entire agreement of the Parties and supersedes all prior and contemporaneous understandings between the Parties with respect to all matter contained herein.

• This Agreement may be amended only by a written document signed either physically or electronically by both Parties.

• If any portion of this Agreement is deemed invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall be severed from, and not affect any other term or provision of this Agreement.

• This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute a single instrument.

 To evidence the Parties’ acceptance of this Agreement, they have executed it as of the dates set forth at the execution of the Membership Agreement through https://members.omnimediadesigns.com