It is understood that this agreement constitutes the entire purchase agreement between the parties hereto and supersedes all prior representations, understandings and agreements. It is further understood that the terms of this agreement cannot be waived, amended or modified in any way except by written agreement signed by Client and by an executive officer of MasterGraphics.aec, LLC. (MG)
Client agrees to hold MG harmless from any and all claims and demands made on account of loss of business, loss of trade, or loss of information due to any alleged defect in materials or labor.
The laws of Colorado and United States govern these terms and conditions. By using our services/buying our products you consent to these terms and conditions and to the exclusive jurisdiction of the Colorado courts in all disputes arising out of such access. This agreement or contract referencing this agreement is to be signed by Client and it is agreed and stipulated that a signed copy of this agreement or referencing contract may be admitted into evidence in any litigation relating to the enforcement of this agreement.
If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of MG to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions of any Agreement or any part thereof, or the right thereafter to enforce each provision.
To the fullest extent permitted by law, the total liability, in the aggregate, of MG and its Officers, Directors, Employees, Agents and Consultants, Client and anyone claiming by, through or Client, for any and all injuries, claims, losses, expenses or damages whatsoever, including but not limited to negligence, errors, omissions, strict liability or breach of contract of MG and its Officers, Directors, Employees, Agents or Consultants, or any of the above, shall be MG redoing or performing the Services in question in accordance with the terms at no additional cost or to return the fee appropriated to the defective services. In the event MG or its successors cease to exist, all training and service contracts will be null and void.
MG accepts payment by all major credit cards, electronic funds transfer as well as by purchase order. Purchase order may be subject to a credit application and written approval by an executive officer of MG.
100% due at time of purchase unless approved in writing by an executive officer of MG. All goods remain the property of the Company until paid for in full.
Regardless of predefined payment terms established between Client and MG, most services from MG require payment prior to resources being scheduled. All dates provided are tentative and subject to change prior to payment receipt.
The following table defines actual payment terms per service type, unless otherwise noted on Quote or Statement of Work.
|Public Training Class
|100% Invoiced Upon Registration
|Annual Agreement – Support or Training
|100% Invoiced Upon Start of Contract
|100% Payment Req’d to Schedule Resources
|Project under $7,500
|100% Invoiced to Schedule Resources
|Project over $7,500 – No Milestones
|50% Payment Req’d to Schedule Resources
|Defined in Statement of Work
|Project over $7,500 – Defined Milestones
|Defined in Statement of Work
|Defined in Statement of Work
|Design Technology Services Agreement
|Defined in Services Agreement
|Defined in Services Agreement
Class registrations may be cancelled or rescheduled 6 business days prior to start of class without penalty. Cancellations or rescheduling within 6 business days are subject to a 25% of the tuition penalty or $150 per day penalty at the time of notice back to the 6 business day mark, whichever is less. Attendee substitutions are permitted without penalty prior to start of class.
Scheduled services may be cancelled or rescheduled 6 business days prior to scheduled date without penalty. Cancellations or rescheduling within 6 business days are subject to a $150 per day penalty at the time of notice back to the 6 business day mark, up to $1500 max, plus any non-refundable travel, airfare, and hotel accommodations fees. Services not scheduled and started within one year of purchase, are subject to cancellation without refund.
All information exchanged during this services engagement is protected by the strictest confidentiality. Only authorized employees on a need to know basis have access to Client information. All information provided by Client remains as the sole property of Client and will not be distributed without the expressed written consent of the Client.
Client records will not be divulged to any third party, other than our manufacturer/supplier(s) or if legally required to do so to the appropriate authorities. Clients have the right to request copies of any and all Client records we keep, on the proviso that we are given reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.
MG shall indemnify and hold harmless Client, and its officers, directors, agents and employees, from and against any claims brought or alleged against Client resulting from MG’s negligent performance of Services for Client under this Agreement, including for costs and attorneys’ fees; provided, however, that the maximum amount that MG shall be liable for hereunder shall be limited to the amount paid to MG hereunder for the specific Services which gave rise to the liability. Client shall indemnify and hold harmless MG, and its officers, directors, agents and employees, from and against any claims brought or alleged against MG resulting from Client’s breach of any of its obligations hereunder, including for costs and attorneys’ fees.
Client and MG agree that MG owns all rights, including copyrights, to all original works of authorship created while providing Services to Client hereunder including, without limitation, inventions, programs, software, documents, and written works (the “Inventions”), but excluding templates, families and drawings. MG hereby grants Client a worldwide, nonexclusive, perpetual, non-transferable and non-sublicensable, royalty free, license to use the Inventions, including the rights to enhance, adapt and modify same.
Clients business with MG constitutes consent to receive email communications from MG including messages regarding Client service information and other matters. Any emails sent by MG will be in connection with the provision of agreed services and products.
Client recognizes that MG’s employees and consultants are among its most important assets. MG has invested substantial time and expense in training its employees, consultants and subcontractors (collectively, “MG Personnel”) to perform unique and specialized services, including those to be provided to Client hereunder. During the Term, and for a period of one year following termination of this Agreement for any reason, Client will not, and will ensure that its affiliates will not, directly or indirectly, solicit, hire, employ or engage any MG Personnel, or any person or entity who was MG Personnel in the immediately preceding 12 month period, for the performance of any services that are the same or similar to those provided by MG for Client. In the event of a breach of this non-solicitation clause, the parties agree that MG’s damages are impossible to determine and Client agrees to pay MG compensation [equal to 150% of such MG employee’s initial yearly salary] OR [in the amount of $50,000.00] as liquidated damages, which Client agrees is fair and reasonable compensation for MG.
MG acknowledges that certain information obtained by MG during the course of its performance under this SOW concerning the business or affairs of Client is the exclusive property of Client and must be treated as confidential. MG agrees not to disclose to any third party, or use for its own account, any of such information without the prior written consent of Client. Confidential information shall not include any information that: is already in the possession of or has already been independently developed by MG; is or becomes publicly available through no fault of MG; or is obtained from a third party who is under no obligation of confidence to the party owning the software. MG agrees to deliver to Client at the termination of the engagement created by this SOW, or at such other time as Client may request, any confidential information which it then has in its possession.
Client recognizes that MG’s employees and consultants are assets that have been heavily invested in and developed to perform unique and specialized services. During the term of this SOW and for a period of one year after completion or early termination hereof, Client will not, and will ensure that its employees and affiliates will not, directly or indirectly: (i) solicit for employment, or for performance of any services, any person employed or engaged by MG involved directly or indirectly with the Project, or (ii) hire or engage for any services any person employed by MG during the immediately preceding one year period. In the event of a breach of this provision, Client agrees to pay MG compensation equal to 150% of the MG employee’s yearly salary, or of such consultant’s annual compensation, as liquidated damages, which Client agrees is fair and reasonable compensation for MG.
The parties agree that MG owns all rights, including copyrights, to any original works of authorship created while providing Services to Client hereunder but excluding templates, families and drawings (the “Inventions”), except that such Inventions shall not include any original works that use Client’s confidential or proprietary information. MG hereby grants Client a worldwide, nonexclusive, perpetual, non-transferable and non-sublicensable, royalty free, license to use the Inventions, including the rights to enhance, adapt and modify same, in accordance with the terms of this SOW.
All Services provided by MG hereunder will be in a professional manner in accordance with applicable industry standards. Client’s sole remedy for any defect in the Services or any Deliverable will be to correct the defect. Except as expressly provided in this section, MG disclaims all warranties, presentations and statements, express or implied, statutory or otherwise.
CONSENT TO RECEIVE EMAIL
Client consents to receive email communications from MG TECHNOLOGIES, including messages regarding customer service information and other matters. Client may opt not to receive email communications, other than technical notifications and emails regarding issues related to Client’s account matters, at any time by following the link included in the email. Registration for a class or event hosted by MG may reset Client’s email preferences in order to ensure necessary attendance information is received.
In no event will either party be liable to the other for any indirect damages, including any lost profits or consequential damages, arising out of the Services provided hereunder. Each party agrees that the other party’s liability hereunder for damages will not exceed the total amount paid or payable for the Services that directly gave rise to the damages. Notwithstanding the above, the liability of Client shall be increased to include any costs of collection of amounts due hereunder incurred by MG including, without limitation, reasonable attorneys’ fees and costs.
If either party is delayed or prevented from performing hereunder (excluding Client’s payment obligations to MG hereunder), due to a cause beyond its reasonable control including, without limitation, civil unrest, protest, criminal acts, acts of government, acts or attempted acts of war or terrorism, pandemic or epidemic, or acts of God or nature, the delay will be excused during the continuance of the delay and the period of performance hereunder will be extended as reasonable after the cause of the delay is removed. If a delay continues for a period of more than 30 days, either party may terminate this SOW upon written notice to the other party and Client will pay MG for all Services performed through the effective date of termination.
This SOW may not be amended, in whole or in part, except by an agreement in writing duly authorized and executed by both parties. The waiver of any breach of any of the provisions of this SOW by either party shall not constitute a waiver any subsequent breach. This SOW contains the entire agreement between the parties. Invalidation of any of the provisions of this SOW shall not affect the validity of the remainder of this SOW. This SOW shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, except that Client may not assign any of its rights or obligations hereunder without the prior written consent of MG. In the event an action is brought to enforce this SOW, the prevailing party in such action shall be entitled to recover its attorneys’ fees and costs incurred in conjunction therewith. This SOW shall be construed in accordance with the laws of the State of Missouri and venue and jurisdiction for any dispute hereunder shall be proper only in Springfield Missouri. Facsimile or electronic signatures on this SOW shall be the same as original signatures. This SOW may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same original.
These terms and conditions form part of the Agreement between the Client and MG. Your undertaking of a booking or Agreement indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
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