ALBERT EDISON INC.
TERMS AND CONDITIONS
Thank you for choosing Matteen Advisory & Solutions (“AEI”). These Consulting Services Terms and Conditions (the “Terms”) are a binding contract between you (“you”) and AEI. By clicking the “I Agree” button hereinbelow, you accept these Terms and the SOW in their entirety.
You represent and warrant that you are an individual of legal age to form a binding contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
- NATURE AND TERM OF SERVICES
- Nature of Services: AEI agrees that it shall provide its services (hereinafter the “Services”) and deliverables (hereinafter the “Deliverables”) to you during a certain term (the “Term”) as described in the scope of work chosen and ordered by you on AEI’s website (the “SOW”), the whole according to the terms and conditions hereinafter set forth, as an independent contractor to you.
- Territory: The territory of these Terms shall be the United States of America, including Puerto Rico (the “Territory”).
- Exclusivity: It is agreed that AEI shall be your exclusive contractor in the area of the Services within the Territory during the Term. Notwithstanding the foregoing, AEI shall be free to provide similar services and/or deliverables to third parties under the Term thereof.
- Cooperation: You shall fully cooperate with AEI and provide all required information and access as to not hinder AEI’s full and full and faithful performance of the Services and/or delivery of the Deliverables.
- STATUS AS INDEPENDENT CONTRACTOR
- Independent Contractor: Nothing contained in these Terms shall be construed as creating a relationship between you and AE other than that of independent contractor. AEI shall not be deemed a partner, employee, joint venturer or agent of yours or of any affiliate of yours, and AEI shall have no right, power or authority to act in any way in your name. AEI shall not represent to third parties that AEI is authorized or entitled to, execute or agree on your behalf or bind you to any agreement (whether oral or written), instrument or document of any kind whatsoever.
- Fees: In consideration for the Services to be rendered and/or Deliverables to be produced pursuant to these Terms and the SOW, and in further consideration for the confidentiality described in Article 4 hereof, you shall pay to AEI fees as further described in the SOW (the “Fees”). All payments of Fees are non-refundable unless otherwise indicated or agreed by the parties in writing. All Fees are immediately due and payable when you make your order. Any failure by you to pay the Fees when you make your order shall be considered a material breach under these Terms.
- Expenses: AEI shall invoice you for all expenses incurred in its execution of the present Agreement and you shall reimburse AEI for such invoiced expenses. You acknowledge that AEI is authorized to incur reasonable expenses for you in association with the Services and Deliverables, without your prior written authorization.
- CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS
- Definition of Confidential Information: For the purposes of these Terms, the term “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, patents, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models, manuals, financial data, lists of actual or potential clients or suppliers of each disclosing party, client files, and any information regarding each disclosing party’s marketing, sales or dealer network, which is not generally known to the public through legitimate origins. Both parties acknowledge and agree that such Confidential Information is extremely valuable to the disclosing parties. In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by either party’s breach of these Terms), that part of the Confidential Information shall no longer be deemed Confidential Information for the purposes of these Terms, but the parties shall continue to be bound by the terms of these Terms as to all other Confidential Information.
- Non-Disclosure of Confidential Information: Unless otherwise required by law or expressly authorized in writing by the disclosing party, the receiving party shall not, at any time during or after the Term, directly or indirectly, in any capacity whatsoever, except in connection with Services and Deliverables provided hereunder, divulge, disclose or communicate to any person, moral or physical, entity, firm or any other third party, or utilize for the receiving party’s own benefit or for the benefit of any competitor of the disclosing party or any other third parties, any Confidential Information of the disclosing party.
- Delivery Upon Termination:Confidential Information and all embodiments thereof (including any reproduction) shall remain the sole property of the disclosing party and immediately upon request to this effect or immediately upon termination of these Terms for any reason, the receiving party shall promptly deliver to the disclosing party all correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the disclosing party’s clients, dealer network, marketing strategies, products and/or processes which contain Confidential Information.
- Covenant of Non-Solicitation: During the Term, and for a period of two (2) years after the termination or expiration of these Terms, you shall not, on your own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee) solicit or assist any third party to solicit any employees of AEI to become an officer, director, employee or agent of yours or such third party, or otherwise entice away from the employment of AEI any employee of AEI.
- Covenant of Non-Disparagement: During the Term and following the termination of these Terms, you shall not, on your own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee), make any statements, or take any other actions whatsoever, online or offline, to defame, slander, disparage, or otherwise call into disrepute AEI or AEI’s business, clients, subsidiaries, affiliates, successors, assigns, officers, key employees or directors.
- Intellectual Property Rights: You grant to AEI during the Term a limited, non-exclusive, non-transferable, royalty-free license to use your intellectual property within the scope of its mandate to provide the Services and Deliverables. Your intellectual property includes, but is not limited to, your trade names, logos, trademarks, service marks, patents, copyrights, trade secrets, software, solutions, applications, technology, and know-how. All material of proprietary nature of yours shall be used by AEI strictly for providing the Services and Deliverables.
Other than as specifically set forth in an applicable SOW, you shall not have any right, title or interest in or to the intellectual property of AEI or any improvements thereto, including without limitation, any part or aspect of the manuals, materials, processes, procedures, or other intellectual property used by AEI to provide the Services, all of which shall remain the sole and exclusive property of AEI. Any and all suggestions or feedback that you may provide with respect to the Services will constitute the sole and exclusive property of AEI.
- Assignment of Intellectual Property in Deliverables: It is agreed that all intellectual property rights in any Deliverables developed by AEI or under its direction under these Terms shall, from the moment of creation thereof, be your sole and absolute property. AEI agrees that all Deliverables shall be considered “Work Made for Hire.”
- Other Remedies: In the event that either party breaches any of the terms contained in this Article 4, the parties stipulate that said breach will result in immediate and irreparable harm to the business and goodwill of the non-breaching party and that damages, if any, and remedies at law for such breach would be inadequate. In addition to any and all such remedies available to the non-breaching party, the non-breaching party shall therefore be entitled to apply for and receive from any court of competent jurisdiction an injunction to restrain any violation of these Terms and for such further relief as the court may deem just and proper. You agree to pay or reimburse AEI for all costs and expenses incurred by AEI, its affiliates, and any of their respective officers, directors, shareholders, members, managers, principals, employees, agents, and representatives (the “Related Parties”) in enforcing any breach of this Article 4.
- Continuing Obligations: The obligations, duties and liabilities of the parties pursuant to Article 4 of these Terms are continuing, absolute and unconditional and shall remain in full force and effect as provided therein despite any termination of these Terms for any reason whatsoever, including, but not limited to, the expiration of the Term.
- Termination without cause: During the Term, AEI may terminate these Terms and the SOW without cause by giving you thirty (30) days prior written notice, provided any Fees earned by AEI prior to such termination shall remain payable by you to AEI.
- Termination for cause: In the event of a material breach by you under these Terms, these Terms and the SOW may be terminated by AEI without prior notice or penalty. Notwithstanding the foregoing, all payments of Fees received by AEI from you prior to such termination are non-refundable.
- General Indemnification: You agree to defend, indemnify and hold harmless AEI and its Related Parties from and against any and all claim, charge, tax, penalty, fine or demand by any statutory body for any withholdings or other deduction which, according to said entities, ought to have been paid or withheld on any amount paid under the present Terms, and any and all claims, actions, damages, or other liabilities (including reasonable attorneys’ fees, court costs and other costs of defense) caused by or arising from (i) your choice to engage AEI for the Services and Deliverables as outlined by these Terms and the applicable SOW; (ii) any act, error, or omission by you or your partners, employees, subcontractors, agents or assistants; (iii) any breach or alleged breach by you or your partners, employees, agents or assistants of any representations, warranties or covenants made by you in these Terms; (iv) your misconduct or negligence (or misconduct or negligence of your agents or representatives), including to the extent arising out of or related to your normal business operations.
- Limitation of Liability: In no event shall AEI or any of its Related Parties be liable to you or any other person for any indirect, incidental, special, consequential, or punitive damages or claims for loss of business or profits, damage to reputation or otherwise under contract, tort (including negligence) or other legal or equitable theory, regardless of the cause of action and even if AEI has been advised of the possibility of such potential loss or damage.
The total liability of AEI arising out of any claim relating to these Terms and any SOW (including but without limitation tort claims) shall not exceed one hundred percent (100%) of the total Fees paid by you to AEI hereunder during the twelve (12) months preceding such claim, regardless of whether such loss, damage or injury results directly or indirectly from the negligence or active, passive, intentional or other act of AEI or any of its Related Parties.
You will not hold AEI or any of its Related Parties responsible for any negligent actions or adverse results, whether known or unknown, that you may incur or suffer as a result of the Services or Deliverables you receive pursuant to these Terms or any SOW.
- Disclaimers: The Fees payable to AEI are based upon the value of the Services and Deliverables that AEI provides, and are not related to the various uses to which you may put AEI’s Services and/or Deliverables, nor are any results guaranteed. To the fullest extent permitted by law, you acknowledge and agree that neither AEI, nor any of its Related Parties has made or makes any representations or warranties (whether by statute, common law, custom, usage or otherwise) regarding the accuracy or completeness of the Services or Deliverables, and that AEI specifically disclaims any and all express and implied warranties, including without limitation the implied warranties of merchantability, fitness for any particular purpose, or non-infringement.
You acknowledge and agree that the Services and Deliverables are not psychological counselling, relationship counselling, financial advising, estate planning, medical advice, legal advice, nor any other type of counselling or therapy sessions or professional advice.
You acknowledge that AEI and its Related Parties are not financial advisors, nor are they brokers/dealers. No Services or Deliverables provided are intended as, or shall be deemed to constitute, financial advice, and AEI does not recommend any particular investment.
- Assignment: Except as provided in this Article 7.1, AEI and you acknowledge and agree that the covenants, terms and provisions contained in these Terms and the SOW and the rights of the parties hereunder cannot be transferred, sold, assigned, pledged, or hypothecated without the other party’s prior written consent; provided, however that AEI may assign its rights hereunder to a direct or indirect subsidiary, or affiliated company of AEI without your consent.
- Capacity: Each party hereby represents and warrants that, in entering into these Terms, it is not in violation of any contract or agreement, whether written or oral, with any other person, moral or physical, firm, partnership, corporation or any other entity to which it is a party or by which it is bound and will not violate or interfere with the rights of any other person, firm, partnership, corporation or other entity.
- Entire Agreement: These Terms and the applicable SOW contain the entire agreement between the parties and shall not be modified except in writing by the parties hereto. Furthermore, the parties hereto specifically agree that all prior agreements, whether written or oral, relating to the Services and/or Deliverables to you shall be of no further force or effect from and after the date hereof.
- Severability: If any phrase, clause or provision of these Terms is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severable from these Terms, but will not affect any other provisions of these Terms, which otherwise shall remain in full force and effect. If any restriction or limitation in these Terms is deemed to be unreasonable, onerous and unduly restrictive by a court of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall remain effective to the maximum extent permissible within reasonable bounds.
- Waiver: The waiver by you or AEI of any breach of any term or condition of these Terms shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof.
- Governing Law: The parties hereto agree that these Terms shall be construed as to both validity and performance and shall be enforced in accordance with and governed by the laws of the state of Florida and the laws of the United States of America applicable therein, without regard to conflicts of law principles. Any controversy between the parties arising out of, in connection with or related to these Terms shall be submitted to final, binding and conclusive arbitration. The arbitration shall be administered by JAMS, pursuant to the JAMS Arbitration Rules and Procedures then in effect. Any arbitration shall be held in Miami, Florida. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to recover costs and attorneys’ fees from the non-prevailing party.