Upon acceptance of this agreement by the Buyer ("Buyer") checking the box indicated prior to engaging the service and JCX International LLC dba jcx.com ("Service Provider") collectively referred to as the "Parties" agree as follows.
The Buyer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this Agreement.
1. Key Terms
The Service Provider shall provide the following services ("Services") to the Buyer in accordance with the terms and conditions of this Agreement:
Our Process, a process of collecting a business proposal and evaluating it for viability and suitability of intended purpose by Buyer.
1.2 Delivery of the Services
a.Start date: The date the Buyer agrees to this contract and begins the Launch Plan (SM) consultative process. b.Completion date: The Service Provider shall complete the delivers the Launch Plan (SM) report to the Buyer.
1.3 Delivery Method
The Service Provider shall provide the Services virtually over telephone & internet.
a.As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services ranges from $149 to $1495 USD ("Price").
a.The Buyer agrees to pay the Price to the Service Provider on the following dates:
50% upon scheduling your Teleconference and 50% upon delivery of the JCX final report to the Buyer.
b.The Service Provider shall charge the Visa or Mastercard provided by he Buyer in USD currency. c.Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder. 2.General terms
2.1 Intellectual Property Rights
Both parties retain copyright over the materials presented in this Process and both parties are subject to the Mutual Non-Disclosure Agreement agreed to separately but in parallel.
a.The Service Provider represents and warrants that: i.it will perform the Services with reasonable care and skill; and ii.the Services provided by the Service Provider to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party. iii. The Pre-Launch Consult (sm) is provided in the hope that it will be useful, but without any warranty. It is provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of this consultation is with you. You must decide for yourself using many sources of information whether or not to commit to your new business venture.\\
In no event unless required by applicable law the Service Provider will be liable to you for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the consultation (including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties), even if the Service Provider has been advised of the possibility of such damages.
2.3 Limitation of liability
a.Subject to the Buyer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price. b.To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. c.Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.
2.4 Term and Termination
d.This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date. e.Either Party may terminate this Agreement upon notice in writing if: i.the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or ii.a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party. f.[For European Buyers and Service Providers only] If the Buyer is a consumer and the Distance Selling Directive (97/7/EC) (the "Directive") applies to this Agreement, the Buyer may terminate this Agreement within the relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the requirements of the Directive in respect of a right for the Buyer to withdraw from a contract. In the event of termination in accordance with this Clause 2.4(c), the liability of the Buyer to the Service Provider shall be as prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant Member States. g.Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
2.5 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Both Parties agree to the terms of the Mutual Non-Disclosure Agreement agreed to separately but in parallel to this agreement.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
viii.first class post, 2 days from the date of posting; ix.hand or by facsimile transmission, on the date of such delivery or transmission; and x.electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
k.The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. l.If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected. m.Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. n.This Agreement may not be amended for any other reason without the prior written agreement of both Parties. o.This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. p.Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. q.This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration. r.This Agreement shall be governed by the laws of the State of Hawaii, USA.