Terms of Service

YOU:
  • assert that you are a duly authorized representative of the organization (the “Client”) for which you are entering into this agreement;

  • are fully authorized to enter into this agreement with GREENLEAF ADVANCEMENT PARTNERS, LLC, a limited liability company having offices at P.O. Box 617, Guilford, CT 06437 (the “Company”);

  • personally accept responsibility for these terms of this agreement if either of the above is not true, and
  • agree to the following terms of service.
  • COMPANY COMPENSATION
    The fees for any services provided by Company for Client will be defined in advance unless otherwise agreed upon. For any work proposed, Company will provide Client with a written estimate in advance of beginning the work, and Client will authorize said work in writing.
  • PAYMENT

    For any billable work, Client will pay all invoices presented by the Company within 15 days (excluding subscriptions, which must be paid in advance). Company reserves the right to charge interest at the rate of 1.5% per month on all balances carried longer than 30 days.

  • TERM OF AGREEMENT
    This Agreement will remain in full force and effect until terminated by either party. Either party may terminate this Agreement without cause at any time with fifteen (15) calendar days written notice to the other. If either party materially breaches the provisions of this Agreement, the other party may terminate the Agreement at any time without prior notice.
  • NOTICES
    All notices, requests, demands, and other communications will be in writing, and will be deemed to have been duly given if delivered personally; mailed first class, postage prepaid; emailed; or sent by overnight courier (such as Federal Express).
  • DISPUTE RESOLUTION
    Client and Company will make all reasonable efforts to resolve all disputes in an amiable, timely, and mutually agreeable manner. In the event either party begins any legal proceeding regarding this Agreement, then the losing party will bear the financial responsibility for the prevailing party’s reasonable attorneys’ fees and expenses.
  • ENFORCEMENT
    In the event that any provision of this Agreement is found to be illegal, invalid, or unenforceable, then such provision will be enforced only to the maximum extent permissible under applicable law, and the remainder of this Agreement will remain in full force and effect.
  • INDEPENDENT CONTRACTOR STATUS

    The Company performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Company.

  • CONFIDENTIALITY
    During the term of this Agreement, the Company may have access to and become familiar with confidential and proprietary information which is owned by the Client, consisting of but not limited to: information concerning organizational details, finances, business records, specifications, and plans (the “Confidential Information”). The Company will not during the term of this Agreement or at any time thereafter: (i) use any of the Confidential Information for its own benefit or for the benefit of any other person or entity; or (ii) disclose any of the Confidential Information to any person or entity (other than as authorized by the Client) unless required to do so by law.
  • LIMIT OF LIABILITY
    • In consideration of the mutual promises contained herein, the Client and the Company hereby agree that each shall not be liable to the other for any special, indirect, or consequential damages, caused by the other party’s negligence, errors, omissions, strict liability, breach of contract, breach of warranty or other cause or causes, including but not limited to the loss of use of equipment or facility, and loss of profits or revenue.
    • The Client and the Company hereby agree to indemnify, defend, and hold each other (its officers, directors, agents, and employees)  harmless from and against any & all claims for damages, losses and expenses arising out of, or resulting from, the other party’s negligence, errors, omissions, strict liability, breach of contract, breach of warranty or other actions in connection with performance of the work performed during the term of this Agreement, or the use of the work furnished.
  • INTELLECTUAL PROPERTY
    • Client will maintain full ownership of its content and data, and Company will treat such with due care and per the conditions set forth in Section 8 (Confidentiality).
    • All open-source products provided by Company for Client use are governed by the appropriate licenses defined by those products’ governing organizations.
    • Any third-party tools provided by Company for Client use will be governed by their respective licensing agreements.
    • For software code and processes not covered by open source and third party licenses and developed by Company for Client directly or in service of Client’s account, Company will retain all intellectual property rights.
  • GOVERNANCE

    This Agreement will be governed by the laws of the State of Connecticut. The courts of New Haven County, Connecticut will be the exclusive courts of jurisdiction and venue for any litigation, special proceeding, or other proceeding between the parties with respect to this Agreement.

  • SCOPE
    This Agreement represents the entire agreement between Company and Client and supersedes all prior negotiations, representations, or agreements either in writing or oral. This Agreement may be amended only by written instrument signed by both parties. Any authorized future work done by Company for Client will be governed by this agreement unless otherwise agreed to in writing.
  • HEADINGS
    The paragraph headings herein serve no other purpose than to aid in the reading and navigation of the document. They do not in any way define or change the meaning of the paragraphs within.

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