Updated October 23rd, 2022
Terms of Service and Contract (20221023 v1.1)
In this Agreement, the party who is contracting to receive services shall be referred to as “Client”, and the party who will be providing the services shall be referred to as “Vervology“.
This Agreement is made effective as of [date of initial purchase], by and between the Client and Vervology LLC, of 4260 Fraser Fir Dr, Manlius, New York 13104.
Vervology has a background in Digital Strategy and Marketing and Platform Management and is willing to provide services to Client based on this background.
Client desires to have services provided by Vervology.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning in [date of initial purchase], Vervology will provide the services (collectively, the “Services”) as referenced at time of purchase.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Vervology shall be determined by Vervology. Client will rely on Vervology to work as many hours as may be reasonably necessary to fulfill Vervology’s obligations under this Agreement.
3. PAYMENT. Client will pay a fee to Vervology for the Services in the amount stated in the SOW. Payments will be made via Vervology’s electronic payment platforms. If checks are received in payment a $50 administrative fee will be charged per check. If Vervology is required to register on a platform or system to receive payment a $150 administrative charge will be charged to client. Returned check or bank payments will be subject to a $50 processing fee or reimbursement of any bank fees incurred by Vervology relating to the returned payment (Client will be billed whichever is higher). No refunds are offered. Standard terms for invoiced payments are Net30/+1.5% monthly late fee.
4. NEW PROJECT APPROVAL. Vervology and Client recognize that Vervology’s Services will include working on various projects for Client. Vervology shall obtain the approval of Client prior to the commencement of a new project by the execution of either an amendment to an existing SOW or an additional SOW.
5. TERM/TERMINATION. This Agreement shall be effective for an initial period of twelve months (or as referenced in the attached SOW) and shall automatically renew for successive terms of the same duration, unless either party provides 28 days’ written notice to the other party prior to the termination of the applicable initial term or renewal term.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Vervology is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Vervology.
7. DISCLOSURE. Vervology is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:
– a product or product line of Client
– a service process of Client
– any activity that Vervology may be involved with on behalf of Client
8. EMPLOYEES. Vervology’s employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.
9. INJURIES AND INSURANCE. Vervology acknowledges Vervology’s obligation to obtain appropriate insurance coverage for the benefit of Vervology (and Vervology’s employees, if any). Vervology waives any rights to recovery from Client for any injuries that Vervology (and/or Vervology’s employees) may sustain while performing services under this Agreement that are a result of the negligence of Vervology or Vervology’s employees.
10. INDEMNIFICATION. Client agrees to indemnify and hold harmless Vervology from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Vervology that result from the acts or omissions of Client, Client’s employees, if any, and Client’s agents.
11. WARRANTY. Vervology makes no warranty with respect to the SOW services, express or implied of any type or description, by statute or otherwise, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
12. LIMITATION OF LIABILITY. Under no circumstances and under no legal theory whether in tort, contract or otherwise shall Vervology and its licensors, distributors, dealers, suppliers, investors, employees, or members be liable to client or any other person for any indirect, special, incidental or consequential damages of any character including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction or any and all other commercial damages or losses even if Vervology shall have been informed of the possibility of such damages or for any claim by any other party. Further, in no event shall Vervology’s liability under any provision of this agreement exceed the amount paid to Vervology for the services.
13. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):
Unless otherwise agreed in a SOW, Client shall, upon payment in full of all Fees related to Services or deliverables, own all rights in any deliverables provided in connection with the Services. Any copyrightable material shall be considered a work for hire to the extent permitted by law. Notwithstanding Client’s ownership of deliverables that are provided as a work for hire, Client expressly agrees that transfer of such ownership shall occur only after payment in full to Vervology for all Services associated with the deliverable, or in the event of an early termination of this Agreement or an SOW, Vervology agrees to assign ownership to Client for those components of deliverables for which payment has been made.
Notwithstanding any of the foregoing, as between the parties, all pre-existing intellectual property rights owned or controlled by a party, or developed independent of the Agreement, shall remain under the ownership and control of that party, including any licenses or other rights to third party materials. Unless otherwise agreed herein or in an SOW, nothing in this Agreement shall transfer or be deemed to transfer to Client ownership of any patent, copyright, trademark, service mark, design concept, software right, methodology, or other similar intellectual property right, and Vervology expressly retains all right, title and interest in and to such property. Vervology will expressly identify in the applicable SOW any Vervology or third-party owned intellectual property that will be embedded or contained in a deliverable or otherwise delivered to Client in connection with the Services. Except as otherwise explicitly set forth in this Agreement, and on the express condition that Client not be in default of any provision of this Agreement, Client’s sole rights in such property shall be limited to the grant by Vervology to Client of a perpetual, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use such property solely within Client’s business.
14. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including “followers” or “friends,” that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of Client are the property of Client.
15. CONFIDENTIALITY. Client recognizes that Vervology has and will have access to the following information:
- future plans
- business affairs
- process information
- trade secrets
- technical information
- customer lists
- product design information
and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Vervology agrees that Vervology will not at any time or in any manner, either directly or indirectly, use any Information for Vervology’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Client. Vervology will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
16. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
17. RETURN OF RECORDS. Upon termination of this Agreement, Vervology shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Vervology’s possession or under Vervology’s control and that are Client’s property or relate to Client’s business.
18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
IF for Client: [details entered at time of purchase]
IF for Vervology:
4260 Fraser Fir Dr
Manlius, New York 13104
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
20. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
21. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
23. APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed by the laws of the State of New York without reference to its provisions for conflicts of laws. Any lawsuits arising out of this Agreement shall be brought in Onondaga County, New York.
24. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions, global or regional pandemic or epidemic recognized by applicable government and public-health authorities, as well as related travel restrictions implemented by such applicable government authorities, or other acts beyond its reasonable control. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
25. ASSIGNMENT. Vervology agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of Client. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Client with, or its merger into, any other corporation, or the sale by Client of all or substantially all of its properties or assets, or the assignment by Client of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
26. SIGNATORIES. This Agreement shall be signed on behalf of Client and on behalf of Vervology by Jonathan Chowdhury, Member and effective as of the date first above written.
Party receiving services: [person purchasing service]
Party providing services:
By: Jonathan Chowdhury
27. TARGET AUDIENCE. The Services are not targeted toward, marketed to, or intended for use by anyone under the age of 18. We encourage parents to supervise their children’s digital activities and to consider using parental control tools available from online services and software manufacturers that help provide a child-friendly online environment. These tools can also keep children from disclosing their name, address and other personal information without parental consent online.
If you are using the Services on behalf of any person, you represent and warrant that you are authorized to accept these Terms on such person’s behalf and that such person agrees to be responsible to us if you or such person violates these Terms.
28. MARKETING AND COMMERCIAL MESSAGES. By purchasing the Services, Client agrees to receive marketing, commercial, and tractional messages from Vervology. Newsletters and marketing messages will contain an unsubscribe option.