SERVICE AGREEMENT: TERMS AND CONDITIONS

1. Scope of Services.

The Company is to provide the Client with the services (the "Services") as listed within the agreed upon Proposal/Quotation accordingly. Physical products such as promotional products and printed materials as well as the cost of software, ad spend, and other third-party resources are at an additional charge and are outside the scope of services and costs within this Agreement unless stated within Proposal/Quotation

2. Compensation. Pricing Options.

Billing rate(s) occurs as agreed upon in Proposal/Quotation, accepted within Proposal/Quotation, summarized here within, and enforced accordingly. The standard rate of  $85.00   per hour will be enforced and billed to the minute if no Bundle of Hours package is selected. See below for details regarding Bundle of Hours options. 

Bundle of Hours: All hours worked over the number of hours on a monthly subscription or one-time project option selected will be billed at the rate of  $85.00_ per hour.

For monthly subscriptions and or custom retainers, the Client may be able to roll over unused hours to the upcoming billing cycle and may use such hours at the availability and discretion of the Company. The Company cannot guarantee the use or availability of rolled-over hours each month. Any changes to the rollover rules must be agreed upon by both parties in writing (email suffice) at least seven (7) days before the upcoming month.

Custom billing arrangements, payment plans, discounts, rewards, or amendments to this agreement are located within the Proposal/Quotation if any.

Client understands and agrees that all time spent on, but not limited to, projects, tasks, deliverables, communications, correspondence, meetings, project management, and travel specifically to their organization and its projects, tasks, questions, and requests are billable to the Client and will be paid to the Company. Client acknowledges that these terms are not dependent on the option selected within the Proposal/Quotation as it applies to all pricing options for any and all services performed by Company specific to the Client’s organization.

Client understands time is tracked within the client portal supplied by Company and that the Client is fully responsible for regularly reviewing tracked time and accrued costs against their projects, tasks, and requests. Client understands and agrees that they are fully responsible for paying for all charges tracked towards the time spent and services rendered as it relates to their company and its projects, requests, and deliverables and additional projects, tickets, tasks, and requests as submitted via the portal or website by the Client. The Client further understands that this data is always transparent to them, allowing them to have full knowledge of their accrued cost for time spent. 

Should there be any concerns regarding time or cost, the Client agrees to immediately contact Company to discuss or put projects and tasks on hold/pause and that the balance from tracked time will be due within _72 hours_ if a hold/pause is deemed necessary. The Company may be contacted directly at  info@needhamsolutions.com  or 616-737-1173.

One-Time Projects: Clients who select One-Time Project pricing understand that the Company has availability during this time; any delays on the Client side may drastically extend the timeline and project completion. The availability of the Company’s staff and resources and Client determined deadlines cannot be guaranteed past the timeline given in the Proposal/Quotation. While the Company will do everything possible to fit One-Time Project Pricing client projects/tasks back into their schedule after delays, the Company cannot guarantee the completion of such tasks and deliverables in the timeline defined previously,
should the Client cause delays. Delays to projects and tasks may include but are not limited to a lack of migrating/uploading requested files, lack of communication and responses to the Company’s questions or need for clarifications, proper access and credentials to the Client’s systems, tools, data, and more.

Monthly Subscription: Clients who select the Monthly Subscription pricing option are guaranteed those hours for that current and/or upcoming month, depending on when the agreement is executed. Should the Client execute this Service Agreement on or after the 20th day of the current month, their hours may be guaranteed until the last day of the coming month. The specifics and any exceptions may be located within the Proposal/Quotation if previously discussed between Company and Client. Otherwise, an Addendum will be presented for the execution of such exceptions. The Client understands they may upgrade or downgrade the number of hours each month; however, they are committing to be on a monthly bundle of hours (10, 25, 45, 65, 100, or custom) for a minimum of _3_ months. See section Deposit; Billing Terms; Rewards Subsection II regarding payment processing, transaction fees, and payment method requirements in further detail.

3. Deposit. Billing Terms.

I. Deposit. The deposit for hourly-only projects is a minimum of 50% of the proposed time/quotation and is sent and due immediately after the execution this Agreement. Deposit must be paid in full before Company will perform any services. Hours worked and recorded for the Client’s selected services will be applied towards this deposit amount at the rate as stated within the Proposal/Quotation. The deposit signifies a ‘good faith measure’ between both parties. It minimizes the risk of non-payment from the Client for service performed and time spent by Company towards the Client’s projects, tasks, deliverables, and other assignments as mentioned within this Agreement. 

II. Payment Arrangements. For One-Time Projects option, if larger in nature based on number of hours from Proposal/Quotation and a payment plan has been agreed upon (see Addendum A, if applicable), the initial payment is due upfront before any work will be performed by the Company, with no exceptions. For the Monthly Subscription or Custom Retainer options, the monthly payments are due upfront before any work will be performed by the Company, no exceptions; this is because availability and resources are guaranteed by the Company each month. Both Monthly Subscription and Custom Retainer options require automatic
payments through the Company’s payment processor in which a 1% transaction fee will be automatically applied to each transaction to assist Company with processing fees, unless, a commitment to such options are six (6) months or more.

4. Due Date.

Company shall provide the Client with their invoice following the execution of this Service Agreement according to the payment option selected and payment terms as mentioned above. Initial invoice is due in full before any meetings will be scheduled or any work will be performed by Company. All future invoices will be sent electronically on or around the 1st of each month or the date the recurring payment or subscription is to renew, depending on holidays or when the day falls during the week. Monthly Subscriptions and Custom Retainers will be billed automatically each month to the payment method stored on file. Other pricing option invoices will have a 'Net 5' (5 days) due date. Payment for all services performed and recorded is due on or before the set due date. 

At  the Company’s discretion, they may also invoice clients at other times during the month depending on the accrued balance due from time spent on the Client’s projects and tasks up to this date. 

Should the Company bill the Client at any other time during the month, all payments are due with the same terms mentioned here in Section 4. Invoices will be sent to the main contact on file, or to the accounting department email listed within the intake form during the onboarding processes.

5. Fees. Fines. Refunds. Rewards.

I. Late Fees. If payment is not made on or before the due date, the invoice will accrue a late fee of  3%  per month on the outstanding balance, and all services will cease until payment has been made in full. If payments are more than 90 days past due, the Client’s information will be shared with a third-party collection company and will be contacted regularly until paid in full with all late fees and transaction fees included as well as reported to the bureaus and business credit organizations accordingly.

II. Payment Options. The Client understands they must pay through our online accounting system; the Client must notify the Company of any changes to their payment method on file with a minimum of 7-day notice prior to upcoming billing cycle. 

PAYMENT OPTIONS: Credit Card/Debit Card  or  ACH/Bank Transfer via Stripe – 1% transaction fee

As the Client, you agree and understand that the above-mentioned transaction fee(s) will be automatically applied to all your invoices. As Client, you are responsible for paying the above transaction fee. Company is paying the remaining 2.1% of the standard processing fees and greatly appreciates the Client’s understanding in the 1% transaction fee. As Client, you further understand that for security and fraud purposes, no other payment options will be accepted by the Company without written approval (email suffice).Under no circumstances will cash or personal checks be accepted as payment(s).III. Expenses. The Client will reimburse the Company's expenses as pre-approved or requested by the Client in writing (email sufficing). Expenses will need to be pre-approved by the Client promptly not to delay project statuses. Expenses may include subscription fees, software fees, travel, contact list costs, and tools to complete projects.

IV. Refunds. Client understands that under no circumstances will refunds be issued. The Client understands that all time spent towards the Client's selected services and requested projects and tasks related to their organization and its projects, tasks, work product, and deliverables, as well as all project management, communications, meetings, travel, and expenses (as listed in Sub-section III above) are recorded and billable as stated and cannot be returned, exchanged, or refunded as it is time spent and purchases made on Client’s behalf per Client’s request and that it is specific to the Client and their work requests to, and performed or purchased by, Company.

V. Loyalty Discount Rewards. Should the Client meet the below requirements, a Loyalty Discount of  5%  of the invoice total will automatically be applied to future invoices. For a Client to achieve the Loyalty Discount, the following must be met:

​​a. On-time payments. Absolutely no late payments or late fee transactions can occur. Should the Client have a late payment before or during their Loyalty Discount period, they must start over  ​again by meeting these requirements within this sub-section VII before they qualify for the Loyalty Discount. ​

​b. Must average a minimum of  _25_ hours per month for   6   consecutive months with the Company. Utilizing the various services the Company performs, the Client must reach or exceed the  ​hours mentioned above during the number of consecutive months stated here to qualify for the Loyalty Discount.

VI. Referral Program Rewards. The Client may earn additional credit towards invoices or ‘cashback’ rewards by referring the Company to their friends, family members, networking groups, acquaintances, and colleagues. For each referred executed of Proposal/Quotation to an Invoice with Company, one (1) full month of billable hours, and the on-time payment of an invoice by Referred Client, the [referrer] Client can earn the following (based on Referred Client’s Service Agreement pricing option selected) to use towards their projects/tasks, future invoice(s), or as ‘cashback’ rewards*. ​ ​

​ ​10-Hour Package = $50 OR 1 hour of free service time ​
​ ​25-Hour Package = $125 OR 2 hours of free service time ​
​ ​45-Hour Package = $225 OR 3 hours of free service time ​
​ ​65-Hour Package = $325 OR 4 hours of free service time

*Referral Rewards will only be deducted from the Client’s next invoice or can be processed via free service time spent on a request by the Client. No actual cash or sum of money will be processed via standard payment processing style transactions. This Referral Rewards are a one-time transaction per Referred Client and are not an ongoing residual reward. V. Military and Non-Profit Discount Program. Active, retired, or honorably discharged military veterans as well as 501( c ) non-profit organizations receive a 5% discount immediately on all service-based invoices. These two programs also receive an additional 10% off our already discounted promotional products and print product offerings (“always at least 10% off MSRP” standard promotion). 501( c ) non-profits must prove eligibility with proper documentation and is at the discretion of the Company to approve based on the charities mission, vision, size, etc. 

6. Term. Termination. Pause of Service. 

This Agreement shall commence on the date this Service Agreement is accepted and will remain in effect until either party supplies at least a thirty (30) day written notice of termination in accordance with this Section 6. The Client may terminate this Agreement at any time convenient upon sending at least thirty (30) days prior written notice to Company (email sufficing). The Company has the right to terminate the Agreement with a minimum of fourteen (14) days written notice (email sufficing). All work will be billed accordingly until the last day of termination, depending on the terminating party timeline, as stated above. A final invoice will be sent and expected due in full no more than three (3) days (72 hours) from the date of invoice creation by the Company. If the Client does not give the minimum thirty (30) day written notice of termination, the Client will be charged up to $1500 as an early termination fee. This charge will be reviewed on a case-by-case basis given the circumstances of termination and the Client’s standings with the Company. 

The Client has the right to upgrade or downgrade the number of hours within their Monthly Subscription, move to the Hourly Rate Only, One-Time Project, or Custom Retainer option, or pause services related to their organization with a seven (7) day written notice (email sufficing) before the upcoming month and next billing cycle. If the Client chooses to pause their services with Company for the upcoming month, the Client understands the Company cannot guarantee the availability of resources upon their return. The Client further understands the Company has the right to charge a “Pause of Service” Fee of $850 each month that the Company holds the Client’s projects and tasks on resource schedules and in anticipation of the return of the Client due to lack of communication and regular updates regarding the Pause of Service status from Client; causing Company to pass on new business and resulting in a loss in revenue.

7. Independent Company Status.

The Company is serving as an independent Company in providing the Services. Under this Agreement, the Company is neither an employee nor a partner of the Client. The following statements accurately reflect their relationship:

• The Company will use its own equipment, tools, and material to do the work.
• The Client will not control how the job is performed on a day-to-day basis. Rather, the Company is responsible for determining when, where, and how it will carry out the work.
• The Client will not provide the Company with any training.
• The Client and the Company do not have a partnership or employer-employee relationship. 
• The Company cannot enter into contracts, make promises, or act on behalf of the Client.
• The Company is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
• The Company is responsible for its own taxes.
• The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers' compensation for the Company or any of the Company's employees or subcontractors.

8. Notice.

All notices required or permitted under this Agreement will be provided in writing and delivered to both parties (email sufficing).

9. Ownership, Licensing, and Proprietary Information.

All work performed under this Agreement ("Work Product"), including without limitation notes, reports, documentation, drawings, work-in-progress and deliverables, will be the sole property of the Client, and Company hereby assigns to the Client all right, title and interest therein, including but not limited to audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. The Company retains no right to reuse the Work Product, and the Client agrees not to challenge the validity of
the Company's ownership in the Work Product. The Company may display Work Product as examples within their portfolio and can do so unless the Client states in writing otherwise.

• Company's Intellectual Property (IP) That Is Not Work Product. During the course of this Agreement, the Company might use intellectual property that the Company owns or has licensed from a third party, but that does not qualify as "work product" which shall hereinafter be referred to as "background IP." Possible examples of background IP are pre-existing code, type fonts, properly licensed stock photos and videos, software, extensions, plugins, and web application tools. The Company may specifically describe and identify to the Client, the Company's anticipated and/or actual use of any background IP before the incorporation of any such background IP into any of the Work Product, should the Client request such information. Company agrees to grant and hereby grants to Client and its successors, assigns, including without limitation, Client's clients that have engaged Client to provide services, a non-exclusive, royalty-free, right to copy and use the background IP (i) as part of any Client product or any product, system, software or other deliverables that Company develops on behalf of Client and its clients (collectively, "Client Products"), and (ii) for the purpose of developing, marketing, selling and otherwise commercializing Client Products, but not for the purpose of marketing or using the background IP separate from Client Products. The Client does not own work product that is not branded, or licensed, specifically to their organization and based on Services rendered and as requested by Company. Recordings of meetings and communications through the use of the Company’s tools and systems are the property of the Company and are not considered “work product” and therefore are not the property of the Client, Client’s clients, or its successors and representatives.
• Company's Right To Use Client Intellectual Property (IP). The Company may need to use the Client's intellectual property to perform its obligations under this Agreement. For example, if the Client is hiring the Company to build a website, the Company may have to use the Client's logo and imagery supplied by the Client. The Client hereby grants to Company a license to use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary and for the sole and exclusive purposes of allowing the Company to perform its obligations to the Client according to this Agreement. No other rights to Client's intellectual property are granted by this Agreement unless otherwise specified in writing and agreed upon between Client and Company.
• Security of Intellectual Property. If the Company uses vendors or subcontractors, the Company shall ensure such vendors and subcontractors are subject to legally binding obligations at least as favorable to the Client as those set forth herein. 

10. Competitive Agreements.

Company agrees that during the term of this Agreement and for a period of three (3) months of inactivity of Client’s projects and tasks (no longer actively working on Client specific deliverables) for any reason, whether with or without cause, Company shall not compete with the business of Client, either directly or indirectly, including by performing services for a competitor of the Client. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that
are substantially similar to the Client's products or services. A competitor is also a third-party planning to do any of those things. The one exception to this restriction is if the Company asks for permission beforehand and the Client agrees to it in writing or if the Client is the one who terminated the Agreement.

11. Non-Solicitation. Reputation.

Client agrees that during the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement for any reason, whether with or without cause, the Client shall not either directly or indirectly solicit, induce, recruit or encourage any of Company's employees, consultants, vendors, or contractors to leave their employment, or take away such employees or contractors, or attempt to solicit, induce, recruit, encourage or take away employees or contractors of Company, either for itself or for any other person or entity. In return, Company also agrees to the same terms and conditions for a period of twelve (12) months to not solicit Client employees, contractors, or vendors, whether with or without cause, directly or indirectly. 

Furthermore, Company agrees that during the term of this Agreement and for a period of twelve (12) months thereafter, it will not defame, disparage, or make false statements that
could embarrass or cause harm to the Client's name or reputation to any third parties, including any press or media. Client also agrees that during the term of this Agreement, and if Company made any attempt to resolve and make right any issues or concerns placed in writing from, or voiced by Client, and for a period of twelve (12) months thereafter, Client will not defame, disparage or make false statements which could embarrass or cause harm to Company's name or reputation to any third parties, including any press or media.

12. Representation.

This section contains essential promises between the parties. 

1. Authority To Sign. Each party represents, warrants, and covenants to the other party that it has the authority to enter into this Contract and perform all of its obligations under it.
2. Company Has Right To Give Client Work Product. The Company represents, warrants, and covenants that it owns the Work Product, that the Company can sell, assign and transfer the Work Product to the Client in accordance with the terms of this Agreement, and that no other party will claim that it owns the Work Product and that if the Company uses vendors or subcontractors, such vendors and subcontractors shall have signed contracts containing representations, warranties, and covenants no less favorable to Client and containing provisions no less stringent than those set forth herein. The Company further agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement.
3. Company Will Comply With Laws. The Company represents, warrants, and covenants that its performance of this Agreement, the Work Product, and any background IP it uses to comply with applicable U.S. and foreign laws and regulations. 
4. Work Product Does Not Infringe. The Company represents, warrants, and covenants that (i) the Work Product does not and will not infringe on any third-party intellectual property rights (including patent, trademark, copyright, moral rights, and trade secrets), (ii) the Company has all necessary rights to perform its obligations hereof, and (iii) this Contract does not and will not violate any contract that the Company has entered into or will enter into with someone else.
   While the Company creates unique Work Product and utilizes proper licensing for stock assets, it is the Client’s responsibility to hire a specialized third-party organization to perform a full analysis of all assets. Company is not responsible if the Client uses Work Product before performing proper checks and doing their due diligence prior to obtaining their own trademarks, copyrights, patents, or infringes on such existing protected items. 
5. Client Will Review Work. The Client promises to review the Work Product, to be reasonably available to the Company if the Company has questions regarding this project, and to provide timely feedback and decisions. Any delays on the Client’s behalf will not constitute a change in the schedule or cause delay to the Company’s other clients’ projects and tasks, nor will delays by Client be considered an ‘emergency’ for the internal resources of the Company.
6. Client IP Does Not Infringe. The Client may provide Company with internal data and intellectual property and the Client represents, warrants, and covenants that (i) the intellectual property does not and will not infringe on any third intellectual property rights (including patent, trademark, copyright, moral rights, and trade secrets), (ii) the Client has all necessary rights to allow such files and data to be used by Company for completion of requested Work Products, and (iii) this Contract does not and will not violate any contract that the Client has entered into or will enter into with someone else. Company is not responsible if Client does not perform proper checks and do their due diligence on brand identity and assets delivered for use to Company for use. Client will not and cannot hold Company responsible for any intellectual property given by Client to Company for use in other assets.

13. Confidential Information.

(a) "Confidential Information" means any of Client's and Client's clients' proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, and customers (including, but not limited to, customers of Client on whom Company called or with whom Company became acquainted while performing the Services hereunder), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Company by Client either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Without limitation of the foregoing, the Work Product shall be deemed to be Client's Confidential Information.

(b) As a material inducement to Client to utilize Company, Company shall hold all Confidential Information in the strictest confidence and shall not, during or subsequent to the term of this Agreement, use the Confidential  Information for any purpose whatsoever other than the performance on behalf of Client of the Services. Confidential Information does not include information which (i) is known to Company at the time of disclosure as evidenced by written records of Company, (ii) has become publicly known and made generally available through no wrongful act of Company, (iii) is identified by Client as no longer proprietary or confidential, or (iv) has been rightfully received by Company from a third party who is authorized to make such disclosure. Without the Client's prior written approval, Company shall not directly or indirectly disclose to anyone the Confidential Information or terms and conditions of this Agreement.

(c) Company agrees that it will not, during the term of this Agreement, improperly use or disclose any trade secrets of any former or other current client or other person or entity with which Company has an agreement or duty to keep in confidence information acquired by Company in confidence if any, and that Company shall not bring onto the premises of Client any unpublished document or proprietary information belonging to such other clients, person or entity unless consented to in writing by such employer, person or entity.

(d) Company recognizes that Client has received and, in the future, will receive from third parties, including without limitation, Client's clients that have engaged Client to provide services, their confidential or proprietary information subject to a duty on Client's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Company agrees that Company owes Client and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Client consistent with Client's Agreement with such third party.

(e) Upon the termination of this Agreement, or upon Client's earlier request, Company shall deliver to Client all Confidential Information in a tangible form that Company may have in its possession or control. In addition, Company shall deliver to the Client (and will not keep in Company's possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed under Company's consultancy with Client except otherwise stated and agreed upon as mentioned herein.

(f) To the extent Company contracts with subcontractors to perform some or all of the Services, Company agrees that each such subcontractor will enter into a confidentiality agreement with Company that is at least as restrictive and comprehensive as this Section.

(g) Company recognizes that Client may be subject to additional confidentiality, data security, and similar requirements from time to time, as imposed upon Client by its clients that have engaged Client to provide services (the "Additional Requirements"). In such an event, Company agrees to abide by such Additional Requirements as may be provided to Company by Client from time to time, or, if it is unable to comply, it will inform Client that it is unable to agree to such Additional Requirements and refuse work on behalf of such Client's Client.

14. Limitation of Liability.

EXCEPT FOR A BREACH BY A PARTY OF ITS OBLIGATIONS PURSUANT TO SECTIONS 8, 9, 10, 11, AND/OR A PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, HOWEVER, CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Company will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the services it contemplates (whether for breach of contract, tort, negligence, or other forms of action) and irrespective of whether the Company has been advised of the possibility of any such damage. Company cannot guarantee an increase in profits, sales, and conversions, the number of clients or customers, or the amount of traffic to the Client’s channels and mediums from the services performed by the Company. Therefore, Company cannot be held liable for any decrease or lack of increase in such data and analytics.

15. Indemnity.

• Client Indemnity. Client shall indemnify and hold Company and its affiliates, employees, contractors, vendors, and agents harmless from any loss, liability, damage, or other expenses arising from unknown or unforeseen issues as related to intellectual property, services performed, and Work Product delivered under this Agreement.
• Company Indemnity. Company shall indemnify and hold Client and its affiliates, employees, contractors, vendors, and agents harmless from any loss, liability, damage, or other expenses arising from unknown or unforeseen issues as it related to intellectual property that was shared with Company in order to perform services under this Agreement.
• General. An indemnitee under this Section (an "Indemnitee") must (i) promptly notify the Indemnitor (an "Indemnitor") in writing regarding any facts that may give rise to a claim for indemnification under this Agreement (provided that any delay in the notification will not relieve the Indemnitor of its obligations hereunder except to the extent that the delay impairs its ability to defend); (ii) provide Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at Indemnitor's expense, to the extent of any out-of-pocket expenses); and (iii) give the Indemnitor full control and sole authority over the defense and settlement of such claim, subject to Indemnitee's approval of any such settlement, which approval will not be unreasonably withheld or delayed.

16. General.

• Assignment. This Contract applies only to the Client and the Company. The Company cannot assign its rights or delegate its obligations under this Contract to a third-party (except where services/products are stated as third-party partnerships or outsourced services, such as pay-per-click ads, physical printing products, and manufacturing of promotional products where the Company continues to manage the projects and play the role of liaison between said third-parties and Client), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Company's permission. This is necessary in the case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
• Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
• Severability. If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity of other provisions of this Agreement will not in any way be affected thereby, and (b) such provision will be enforced to the maximum extent possible so as to effect the intent of the Parties and reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable.
• Signatures. The Client understands that by accepting the Proposal/Quotation and this Agreement, they are agreeing on behalf of their organization to all terms and conditions as outlined here within this Agreement as well as within the Proposal/Quotation and Invoice, as-is with no exceptions. 
• Recovery of Fees by the Prevailing Party. If any legal action, including, without limitation, an action for arbitration or equitable relief, is brought by one Party against the other Party relating to this Agreement or the breach or alleged breach thereof, the prevailing Party in any final judgment or arbitration award, or the non-dismissing Party in the event of voluntary dismissal by the Party instituting the action, may be entitled (see Section 5, subsection III for Refunds)  to reimbursement from the other Party for the full amount of all reasonable expenses, including all court costs, arbitration fees, and actual attorneys' fees paid or incurred in good faith. 
• Waiver. A waiver of a Party's breach of any provision of this Agreement will not operate as or be deemed to be a waiver of that Party's prior, concurrent or subsequent breach of that or any other provision of this Agreement.
• Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

​17. Governing Law. 

The laws of the State of Michigan govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance, and enforcement. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Michigan and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

18. Entire Agreement.

These Terms and Conditions and the acceptance of the Proposal/Quotation constitutes the Service Agreement and Terms and Conditions in its entirety between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties. By Client accepting Proposal/Quotation, they are accepting all terms and conditions as-is, and this agreement will be considered executed and able to be legally enforced at all times after the acceptance of this Agreement and will remain in effect until written notice is received as stated in Section 6.

Should you have any questions or concerns regarding this Agreement and the Terms & Conditions listed within, please contact us immediately at 
616-737-1173  or info@needhamsolutions.com

Mailing Address: 1036 Jackson St., #148, Dansville, MI 48854

Updated January 8, 2023