1. SCOPE OF WORK. All services to be provided here under shall be as authorized and defined in the attached Enstigate™ Statement of Work, which shall be executed by the parties and which shall constitute as part of these Terms and Conditions.
2. TERM. The "Effective Date" of this Agreement is the date it is accepted by an authorized representative of Client and, unless terminated in accordance with the termination provisions provided herein, shall continue for a period of FIFTY-TWO (52) Weeks (the "Initial Term"). Following the Initial Term, unless written notice of intent not to renew is provided by either party at least ten business (10) days prior to the scheduled expiration date of the then current term, this Agreement shall be automatically renewed on a one (1) year term basis successively unless terminated in accordance with the termination provisions provided herein.
3. PAYMENT. The applicable rates, charges, and invoicing information for each task authorized shall be as specified in the Services and Fees section and Additional Costs & Success Fees section of this document.
4. CLIENT AGREES TO THE FOLLOWING:
A. Sufficient Time and Effort for all the Solutions, Programs, Services, Consulting, Trainings, Lessons and Objectives.
B. Administrative/backend access to any and/or all project information necessary to fulfill the objective.
C. Be Open to Proposed Changes, Outside the Box Thinking and Unconventional Methods, etc.
D. You have decided to Learn to LOVE challenges and problems. Every challenge and every problem is a potential improvement that's screaming for your attention. The way you build an amazing company is by being honest about problems when they come up, and dealing with them in a resourceful, rational way. You don't get scared, you don't pretend the problem doesn't exist, You don't lie to yourself. You simply view each problem as something to overcome, because that's how we get better. In a way, you view the whole process of building a business as just a game… and problems are what makes the game worth playing. Because of that philosophy, please note that we do not offer refunds under any circumstances, and all sales are final. Executing this agreement is a mutual commitment. We are committed to giving you the BEST solutions, coaching and support on the planet to help you reach your goals. YOU are committed to persevering when the going gets tough. There is no turning back. If you dive into the solutions, take bold action, and calmly, intelligently, and bravely deal with the challenges that are going to come up, you can create the EXACT business you want.
5. PROVIDER REPRESENTATIONS.
A. Provider represents that it shall at all times exert its best efforts to diligently perform its assigned duties under this agreement.
B. Provider warrants that all services under this Agreement shall be performed in a professional and workmanlike manner.
C. Provider further represents that some of the programs, documentation, reports, databases, systems or other items used under this agreement are the property of Enstigate Entrepreneurs LLC and/or the original work product of Enstigate Entrepreneurs LLC, vendors, partners, etc.
D. Except as provided above, Enstigate Entrepreneurs LLC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. GRANT OF LICENSES.
A. The Provider grants to you a non-exclusive, non-transferable, revocable right to (i) access to our information through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a Client in good standing of a Enstigate Entrepreneurs LLC. You agree that all uses of the Licensed Materials will be on behalf of Enstigate Entrepreneurs LLC and the good will associated therewith will inure to the sole benefit of Enstigate Entrepreneurs LLC.
B. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
7. DISCLAIMER. ENSTIGATE ENTREPRENEURS LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITS SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ENSTIGATE ENTREPRENEURS LLC ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
8. CONFIDENTIALITY. Both parties acknowledge that in connection with the performance of its duties hereunder it may be provided with or have access to written information and data which is proprietary to the other and which is so marked as proprietary. Both parties agree to keep confidential all such information and data and shall not disclose same either in whole or in part to any third party without the others written consent.
Both parties agree that without the other's prior written consent, it will not copy or reproduce any information or data or sell, assign, disclose, disseminate, give or transfer any such information or data or any portion thereof to any third party, at any time whether before or after termination of this agreement. Both parties further agree that upon termination of this agreement or completion of any task assigned hereunder, it will return all applicable information, data, related notes, and work papers belonging to the other.
9. INDEMNIFICATION. You hereby agree to indemnify and hold harmless Enstigate Entrepreneurs LLC, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
10. LIMITATION OF LIABILITY. In no event will either party be liable for any SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. Provider's liability under this agreement for DIRECT DAMAGES, shall be limited to the charges paid or to be paid to Provider under this agreement for the services which gave rise to such damages.
11. NOTICES. Any notice required or permitted to be given hereunder shall be either 1) delivered personally or 2) sent by prepaid certified mail, return receipt requested, and shall not be deemed to have been given until received by the other party. Address and Delivery such notices as follows:
A. If to Client: Client address stated within the agreement.
B. Invoices should be sent to the client’s email address stated within the agreement.
C. If to Provider: 14333 Beach Blvd, Suite 33, Jacksonville, FL 32250
12. TERMINATION BY EITHER PARTY. Prior to the expiration date above, and subject to cure as herein described, either party to this agreement may terminate same at any time for cause written notice given to the other party. "Cause" for termination by one party shall exist where:
A. By either party upon the default of the other party to perform its responsibilities hereunder, providing that written notice of such default has been given, and providing that such default has not been corrected within the ten (10) days following receipt of such notice.
B. Either party ceases to function as a going concern or conduct its operation in the normal course of business, or a receiver for said party is appointed or applied for, or a petition under federal bankruptcy law is filled by or against said party, or said party makes an assignment for the benefit of creditors.
13. TERMINATION AND REMEDIES FOR DEFAULT.
A. Failure or breach of any warranty
B. Failure to timely perform any duty, obligation or undertaking required in this agreement, provided that the failure to perform was not the fault of the other party.
C. If any warranty, representation, or response made in writing in connection with this agreement is untrue in any material respect on the date as of which it was made.
D. In the event of a default of either party, provided that the default was not cured pursuant to paragraph 13.A, the non-defaulting party shall have the right, without further notice, to terminate the agreement, and to exercise any, all or any combination of the remedies available at law.
14. INDEPENDENT CONTRACTOR. It is specifically agreed by the parties that the relationship of Enstigate Entrepreneurs LLC is that of an Independent Contractor, and Enstigate Entrepreneurs LLC shall not be entitled to any of the employee benefits provided by the other party to their employees.
15. NON-SOLICITATION OF EMPLOYEES & ASSOCIATES. During the period, this agreement is in effect, and for a period of twelve (12) months after, each party agrees it will not, without the prior written consent of the other party, solicit the employees and associates of the other party for the purpose of offering them employment or independent contracting work.
16. NON-ASSIGNABILITY. This agreement may not be assigned without the prior written consent of the other party.
17. SETTLING DISPUTES. Both Parties agree to enter into mediation before filing suit against any other Party for any dispute arising from this Agreement. Both Parties agree to attend one session of mediation before filing suit. If any Party does not attend mediation, or the dispute is not settled after one session of mediation, either Party is free to file suit. Any lawsuits will be under the jurisdiction of the state of Florida.
18. FORCE MAJEURE. Neither party shall be responsible for delays or failure in performance resulting from acts beyond its control. Such acts shall include but not be limited to Acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations, fire, earthquakes or other disasters.
19. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between Client and Provider as to its subject matter. None of the terms of this Business Contract shall be amended except in writing signed by both parties.
A. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
B. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
C. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement
D. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
E. By signing this Agreement to enter the Enstigate™ Business Solutions Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You agree further that have independently evaluated this service and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
21. AUTHORITY AND COMPLIANCE. Provider has the right and authority to enter into and perform its obligations under this Agreement. Provider will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules and regulations.
22. CHOICE OF LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof.
23. SERVICES AND FEES. The Subscription Payment option will start date based on the executed date of this agreement. Provider will invoice Client for Services per the Selected Subscription Plan agreed upon. Client will pay Provider as set forth within One (1) day of receipt of such invoice. It is understood that payments to Provider for services rendered shall be made in full as agreed, without any deductions for taxes of any kind whatsoever, in conformity with Provider’s status as an independent contractor.
24. STATEMENT OF WORK. Per the package selected in this agreement.
25. ADDITIONAL COSTS & SUCCESS FEES. The Client agrees and understands that all funding obtained for lending sources will have a cost involved. These costs are standard lender fees and might include processing fees, points, APRs, interest rates, discounts, and other standard fees commonly associated with borrowing money. enstigate™ and associates will search to find the best, and most affordable terms each client might qualify for. Client may incur additional costs and spend additional monies on services they elect to receive. These are elective costs for services that might not be required, and include but are not limited to:
(i) Dunn & Bradstreet, Experian, and Equifax full credit monitoring;
(ii) Trade account set up costs;
(iii) Trade account vendor product purchase costs
(iv) Various state filing costs;
(v) Various business license costs;
(vi) Business phone set up or other phone-related costs;
(vii) Personal and/or business credit report costs;
(viii) Bank fees and costs associated with financing, such as, but not limited to closing costs, application fees, or broker fees.
(ix) Other fees and/or costs that are customary to the general practice of business.
(x) enstigate™ Success Fee Consultation Services (up to 8%). The “client” hereby employs the “consultant” to perform the following services in accordance with the terms and conditions set forth in this agreement. The “company has read and understands the disclaimer statement located at the bottom of all emails sent by the “consultant” and located on a dedicated page labeled (disclaimer) on the “consultants” website. The “consultant” will provide potential loan and or funding means via “consultant’s” network of funding sources. It is agreed and Understood by the “company” that any and all sources for funding presented by “consultant” and or any referrals from the funding sources presented must be made aware of and include the “consultant”. Any and all referrals that orientated from “consultants” sources of funding are considered coming from “consultant” and funding accepted would entitle the agreed upon success fee amount (up to 8%) in this contract to the “consultant”.
Payment to “Consultant”. A business funding consulting and success fee equal to the agreed upon percentage (up to 8%) of the total approved and funded amount of each loan or line of credit, equity/debit, cash, or any other type of funding provided for any and all venture(s) accepted will be due to “Consultant”. (Example: A person seeking funding in the amount of $100,000 for a real estate project. The agreed success fee amount was going to be 1.25% by both parties. If the project is accepted and funded in full or in any part, the “Consultant” is owed 1.25% of the amount funded. If funded in this example in the full amount of $100,000 the amount due “Consultant” would be $1,250)
This Success Fee (up to 8%) is separate from any other fee(s) determined by the “Consultant” for subscription plans, statement of work, setup fee(s) etc.
A consulting/success fee equal to the total approved and funded amount of each loan or line of credit or any other type of funding accepted by the “Client” will be due to “Consultant”. This Fee is separate from any other fees (If any) determined by each individual credit provider / investor(s) that you choose to Accept to fund you. As to the “Consultants”, business consultant /success fee, Payment is to be made within 3 business days after receiving funding (For Any) amount, for all venture(s) provided by “Consultants” network of funding sources and or their referral(s).
*Payment to “Consultant” will be made via bank wire, or any other accepted payment method provided by “Consultant”. Any funding accepted as a result of the “consultant” would entitle the agreed % fee amount in this contract to the “consultant” from the “client” for 3 years after either party decides to cancel this agreement.
If any or all venture(s) of any type, personal loan, equity/debit, cash terms etc., are NOT accepted and or funded, then no fee is due. Beyond the initial up-front non-refundable account setup fee, subscription plans, statement of work and/or the optional specialized service fees agreed upon within this agreement. The “Client” understands they would be responsible for any late, legal and collection fees if the “Client” does not honor this agreement.
Enstigate Entrepreneurs LLC | 14333 Beach Blvd. Suite 33, Jacksonville Beach, FL 32250 | (833) 249-6368