Betsy Jordyn International, LLC Terms & Disclaimer Agreements for Client Sales:
Services provided by Agency are expressly subject to the terms and conditions set forth below. Any attempt by You to alter the terms and conditions of this Agreement shall not be binding on Agency unless agreed to in writing by an Agency legal representative. Client’s order of services and/or agreement to these terms on the Website order page constitutes acceptance of all the terms and conditions of this Agreement.
- Service Description. We attempt to describe the services offered on the Website as accurately as possible; however, we do not warrant that the descriptions or other content on the Website are accurate, complete, reliable, current or error-free.
- Enrollment.Your submission of a request for services, payment for services, or agreement to these terms on the Website constitutes enrollment in the Agency services and/or other services provided by Agency.
- Term; Retainer Auto-Renew and Cancellation. The term of this Agreement is for the period as stated on the offer page on the Website or for Retainer Services for one year or less as stated on the offer page (the “Initial Term”). Retainer Services are auto-renewable, such that this retainer will automatically continue on an annual basis for successive one-year periods at the current fee for retainers based on services selected at the time of renewal, until the Retainer Services are cancelled in writing by either party (the Initial Term, with all Successive Terms, shall be referred to collectively herein as the “Term”). You may only cancel services without cost at the end of the agreed-upon purchased term, provided thatYou give Agency written notice of such cancellation not less than ten (10) days prior to the end of the applicable term. Cancellations by written notice shall be sent either to [email protected] OR mailed to Betsy Jordyn, 555 Groves End Lane, Winter Garden, FL 34787. Any such cancellation is effective as of the end of the applicable term. Agency reserves the right, in its sole discretion, to cancel Your services immediately upon written notice to You. If Agency’s termination is not for cause, You will be refunded a pro rata portion of Your service fee.
- Safe Shopping and Security. Please view Your PrivacyRights, which describes our security procedures. Under the Fair Credit Billing Act, Your bank cannot hold You liable for more than $50 of fraudulent charges on Your credit card. Check with Your bank for more information about its policies regarding fraudulent charges. In the event of unauthorized use of Your credit card, You may have to notify Your bank or credit card provider or otherwise fulfill certain conditions of Your agreement with them.
- Client Duties. You agree to all the following as a client of Agency:
- To comply with all with all applicable federal, state and local laws and regulations for Your profession;
- To act in a professional and workmanlike manner in accordance with generally recognized industry standards in all interactions with clients of the Agency network; and
- To accept personal responsibility for the results of Your actions. You agree to take full responsibility for any harm or damage You suffer as a result of the use, or non-use, of the information available on Website, the resources available for download from this Website, or services received. You agree to use judgment and conduct due diligence before taking any action or implementing any plan or policy suggested or recommended by Agency.
- To agree that Agency has not made any guarantees about the results of taking any action or not, whether recommended on Website or through our services. Your ultimate success or failure will be the result of Your own efforts, Your particular situation, and innumerable other circumstances beyond the control and/or knowledge of Agency.
- To recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients or customers of Agency or otherwise – applying the principles set out in Website or services rendered are no guarantee that You or any other person or entity will be able to obtain similar results.
- Relationship of the Parties. Agency is a service provider only to its clients, and there is no other legally-recognizable principal and agent arrangement between the parties, including no independent contractor, partnership, joint venture, employee or other agency relationship between You and Agency for any purpose. You have no authority (and shall not hold Yourself out as having authority) to bind Agency and You shall not make any agreements or representations on Agency’s behalf without Agency’s prior written consent.
Without limiting the foregoing, You understand and agree that You will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Agency to any of its employees, and that Agency will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions for any payments made to You pursuant to any work received from the Agency or any other compensation You receive arising from this Agreement, including all penalties and interest. Any persons employed by You in connection with such work and/or compensation shall be Your employees and You shall be fully responsible for them and their corresponding compensation and taxes.
- Representations and Warranties. You represent and warrant to Agency that:
- You have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Your obligations in this Agreement;
- Your entering into this Agreement with Agency and performing the obligations set forth herein will not conflict with or result in any breach or default under any other agreement to which You are subject;
- You have and will respond to any inquiries regarding Your professional credentials and experience truthfully, including the existence of any past legal claims or disciplinary actions arising from Your provision of professional services; and
- When appropriate for projects as determined appropriate by your clients, you have insurance in the form of either a commercial general liability or errors and omissions policy with a limit of liability in a commercially reasonable amount for performing services.
- Confidentiality. “Confidential Information” includes information concerning Agency programs, processes, curriculum, courses, confidential employee information, trade secret/proprietary information of Agency, including methodologies of Agency service delivery, resources, and sign-on and password codes for access to Agency computer systems. “Confidential Information” shall include any and all client information and records, which reasonably can be used to identify that client. This shall include, but not be limited to, name, address, telephone or fax numbers, email address, date of birth, social security number, name of employer, admission dates, identification number, or photographs.
This Agreement applies to Confidential Information maintained or transmitted in any form, including verbally, in writing, or in any electronic form.
You and Agency agree to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. These steps will include, but not be limited to those same efforts that You or Agency employs to maintain, mine or protect its own proprietary and Confidential Information.
You agree that all Agency Confidential Information shall remain the property of Agency, and that Agency may use such Confidential Information for any purpose without obligation to You or to Your employees, employers, agents or representatives. Nothing contained in this Agreement shall be construed as granting or implying any transfer of rights to You in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
- Limitation of Liability. Agency’s liability on any claim for loss or damage arising out of this Agreement or from the performance or breach thereof, the sale of any services on the Website, or arising in any way from any relationship or activities between Client and Agency, whether based on contract, warranty, tort (including negligence), strict liability, or any other grounds, shall not exceed the fee paid by Client for services provided by Agency. This limitation of liability reflects a deliberate and bargained-for allocation of risks between Agency and Client and constitutes the basis of the parties' bargain, without which Agency would not have agreed to the price or terms of this Agreement. AGENCY SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES including, but not limited to, loss of profits or revenue, cost of substitute services or downtime costs.
Agency shall bear no liability in the following instances: (a) If Client does business with another client in the Agency, it is understood and agreed that Agency cannot warrant or guarantee the performance and/or capabilities of such other client, and that the relationship between clients does not involve Agency, and Agency shall not be responsible or liable for any loss which Client may incur arising from any such activities or relationship therein; (b) If Client utilizes any third-party resource for which Agency has made a referral, Client understands and agrees that any relationship between Client and such third-party does not involve Agency, and Agency shall not be responsible or liable for any loss which Client may incur arising from any activities or relationship with such third-party; (c) If Client utilizes any third-party resource for which Agency has made a referral, Client understands that Agency may receive a referral fee in certain instances and (d) If Agency furnishes Client with advice or other assistance regarding any services supplied hereunder, and which is not required pursuant to this Agreement, the furnishing of the advice or assistance will not subject Agency to any liability. All the foregoing disclaimers in (a) – (d) above apply whether a claim or demand is based on contract, warranty, tort (including negligence) or other grounds. Notwithstanding the foregoing, if any of the disclaimers of liability in (a) – (d) above are held inapplicable, any resulting liability shall be subject to all the limits of liability set forth in this section.
- Dispute Resolution. If any action or other proceeding is brought arising from or in connection with this Agreement, or the relationship or activities between Client and Agency, such action or proceeding shall be adjudicated solely by arbitration before a sole arbitrator in accordance with the JAMS Streamlined Arbitration Rules & Procedures. The jurisdiction and venue for any action or other proceeding in support of the enforcement of the arbitration provision herein, or to confirm any arbitration award, shall be exclusively in the appropriate court in the state of Florida, County of Orange, and the parties waive any challenge to the personal jurisdiction or proper venue in such courts. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Please note that agreeing to the arbitration of any dispute waives any right to a jury trial, and severely limits the grounds for which a party may seek appeal of any order or ruling of the arbitrator.
YOU FURTHER AGREE AND COVENANT NOT TO SUE IN ANY LAWSUIT WITH ANOTHER PERSON OR PERSONS, AND NOT TO JOIN IN ANY CLASS ACTION OR SERVE AS A CLASS REPRESENTATIVE OF ANY CLASS ACTION LAWSUIT AGAINST AGENCY ARISING OUT OF THIS AGREEMENT, YOUR PURCHASE OR USE OF THE SERVICES ORDERED VIA THE WEBSITE OR ANY RELATIONSHIP OR ACTIVITIES BETWEEN YOU AND AGENCY.
INDEMNIFICATION: YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS AGENCY FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO:
(a) Any breach of this Agreement by You, including any breach of any representation or warranty set forth herein;
(b) Any property damage or personal injury caused to any third-party in connection with this Agreement, Your provision of services or by virtue of contact with any client to which You were referred by Agency; or
(c) Any claim, loss or damage by a third-party arising from or related to the services provided by You pursuant to this Agreement, or any activities or relationship between You and any third-party arising out of this Agreement.
- ATTORNEYS’ FEES
In the event of any legal action or proceeding arising or resulting from this Agreement or the breach thereof, the prevailing party in any such action or proceeding shall be entitled to an award of its reasonable attorneys’ fees and costs incurred in such action.
- Force Majeure. Agency shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Client, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, pandemic, insolvency or other inability to perform; or, (iii) any other commercial impracticability. If such a delay occurs, performance shall be extended for a period equal to the time lost by reason of delay.
- Assignment or Delegation. Client shall not assign or delegate any or all of its duties or rights hereunder without Agency’s prior written consent. Agency may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
- Waiver, Choice of Law. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Florida, United States of America, notwithstanding any conflicts of laws doctrines to the contrary.
- General.All orders are subject to acceptance by Agency. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.
- Severability.Should any provision or portion of this Agreement be held unenforceable or invalid for any reason, the remaining provisions and portions shall be unaffected by such holding, and the parties shall attempt to revise the stricken provision in a manner so as to closely resemble the original intent of the Shareholders while still being enforceable under the law.
- Entire Agreement; Amendment, Modification and Termination. This Agreement and any policy referred to herein contain the entire understanding among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. There are no promises or representations between the parties with respect to the substance of this Agreement other than as set forth expressly herein. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may be amended from time to time by Agency by publishing this Agreement with such amended terms on Website. In such event, Agency shall give notice of the amendment by listing on Website the date of publication of the Agreement with amended terms.