Services Agreement

PUBLIC RELATIONS SERVICES Agreement

This PUBLIC RELATIONS SERVICES AGREEMENT (“Agreement”) is by and between the purchaser of services via this website (“Client”) and HB Publications LLC, an Ohio limited liability Company (“Company”) and is entered into on the date of this transaction (“Effective Date”). Company and Client are collectively referred to as the “Parties.”

By clicking the acceptance button or by using the Company’s website and/or purchasing or receiving professional services and/or deliverables from the Company (together, the “Services”), Client expressly agrees and consents to enter into a binding contract with the Company and be bound by all of the terms of this Agreement, including the Company’s website Privacy Policy and Terms of Use which are incorporated into the terms of this Agreement by reference. If Client does NOT agree to all of the terms of this Agreement, the button indicating non-acceptance must be selected and Company will promptly cancel this transaction and Client may no longer access or use any part of the Services.

In consideration of the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client hereby agree as follows:

1. SCOPE OF WORK. During the Term of this Agreement, Company will provide public relations Services and other deliverables to the Client as described in the product description section for each service offered for purchase via this website, which shall be deemed to be part of this Agreement and shall be governed by the terms of this Agreement. Descriptions of Services on Company’s website are subject to change prior to purchase. Company shall use its best efforts to perform the Services such that the results are satisfactory to the Client.

2. COMPENSATION. Client shall pay to Company the fee specified for Services rendered to the Client under this Agreement. Current fees for Services are listed on the Company website under the product descriptions and are subject to change at any time prior to purchase. All fees for Service shall be paid in advance of Services being rendered. Compensation for flat-fee Services shall be paid regardless of the number of hours of service provided by Company on a particular project or assignment. Client hereby authorizes these charges and agrees that these charges shall be charged to Client’s credit card on file in accordance with the terms and conditions of the Company’s credit card merchant account, which Client hereby consents to be bound by.

3. TERM AND TERMINATION. Flat-fee Services sold on the Company website are on an individual project basis. This Agreement shall commence on the date that a Service is purchased via the Company website and shall continue in full force and effect until the completion of all Services and/or the payment of all fees. Any prepaid credits purchased via Company’s website for Public Relations services must be redeemed within one (1) year from the date of purchase. Any unused credits shall expire after one (1) year if not redeemed for Services by Client. 
4. PAYMENT TERMS. All fees charged will be paid in US Dollars. Payment must be made by credit or debit card at the time of purchase, unless Company has authorized and approved an alternative form of payment.

5. Independent Contractor. It is understood and agreed that Company shall perform the Services as an independent contractor. Company acknowledges that it is not considered an employee, agent, affiliate or subsidiary of Client, and is not entitled to any employment rights or benefits from Client. Company reserves the right to determine the method, manner, and means by which the Services will be provided. Company shall have sole discretion in staffing the tasks to be completed and may at Company’s discretion subcontract services to subcontractors, vendors, or affiliates without the consent of Client. It is expressly understood that this undertaking is not a joint venture.

6. COMPLETION OF SERVICES AND CORRECTIONS. All work product and/or deliverables associated with the Services are created subject to final written approval by Client. Company makes no warranty that documents provided by Company will be error free. Client will be solely responsible for any damage arising from any errors on a document. If the completed Services are not satisfactory to Client in any respect, or otherwise do not comply with the project description provided in this Agreement, Client shall notify Company in writing in a timely manner as to why the Services are not satisfactory, in which event Company shall have a reasonable period of time specified by Company after the receipt of written notice to correct the Services so that they are satisfactory to Client. Written notice may be made via email or in accordance with the notice requirements in this Agreement. If Company at any time deems Client’s requests for Services to be unreasonable, Company retains the right to terminate this Agreement for any reason and refund the unused portion of Client’s fees for Products and/or Services not yet rendered.

7. NO RESALE OF COMPANY SERVICES. Public Relations Products and/or Services rendered under this Agreement are solely for the benefit of Client. Client agrees not to re-sell any portion of the Company’s Services or any work product created and doing so will void and automatically revoke Client’s license to use work product.

8. WARRANTIES. Company represents and warrants to Client that it has the experience and ability to perform the Services required by this Agreement; that it will perform said Services in a professional, competent, and timely manner; and that it has the power to enter into and perform this Agreement.

9. ConflicTS. The Company hereby represents and warrants that the execution of this Agreement and the performance of its obligations hereunder will not breach or be in conflict with any other agreement to which the Company is a party or is bound, and that the Company is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of its obligations hereunder. Client acknowledges that Company may work with other companies in Client’s industry including those companies that may be considered marketplace competitors of Client. Nothing in this Agreement shall in any way restrict Company’s right to provide public relations services or any other products or services to any of its other clients or customers.

10. INDEMNIFICATION. With regard to the Services to be performed by the Company pursuant to the terms of this Agreement, the Client shall indemnify, defend, and hold harmless the Company or any of its directors, officers, employees or agents from any and all claims, actions, losses, expenses, obligations, judgments, attorneys’ fees, costs or damages that any third party and/or the Client or any of its directors, officers, employees or agents may have now, in the past, or in the future, arising from or growing out of the Services rendered to the Client pursuant to the terms of this Agreement or in any way connected with the rendering of Services, except when the same shall arise due to the willful misconduct or gross negligence of the Company and the Company is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction. The Company shall not be liable to the Client, to any third-party, or to anyone who may claim any right due to any relationship with the Client, for any acts or omissions in the performance of Services on the part of the Company or on the part of the agents or employees of the Company, except when said acts or omissions of the Company are due to willful misconduct or gross negligence as determined by a court of competent jurisdiction.

11. LIMITATION OF LIABILITY. IN THE EVENT OF A DISPUTE, CLIENT AGREES THAT COMPANY’S MAXIMUM LIABLITY TO THE CLIENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO COMPANY FOR THAT PROJECT AND IN NO EVENT SHALL COMPANY BE LIABLE TO THE CLIENT FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HEREUNDER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, DOWNTIME, OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED.

12. Disclaimer of Warranties. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE CLIENT’S USE OF THE SERVICES PERFORMED UNDER THIS AGREEMENT IS AT THE CLIENT’S SOLE RISK. THESE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE.

13. THIRD-PARTY PRODUCTS OR SERVICES. To the extent that the Services involve the setup and use of any third-party products or services, the Client hereby agrees to abide by the Terms of Service and other policies and agreements associated with the use of such products and/or services, including but not limited to PR WIRE.

14. Assignment.  Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other, provided, however, that Client may assign any rights or obligations to a subsidiary or affiliate or to any third party assuming all or part of the business function of the Client unit which will receive the Services and Deliverables provided hereunder upon written notice to Company.

15. ILLEGAL CONTENT. While performing any Services under this Agreement, Company shall not assist Client in promoting any content which is deemed by Company to be illegal or infringes on the rights of any third party. Client shall be responsible for ensuring that any content or other intellectual property, including but not limited to copyrights and trademarks, that Client provides to Company for use in Client’s public relations campaigns is either owned by Client or used with properly obtained permission. Company shall not be liable for any infringement of copyright, trademark, or other intellectual property rights which may occur in the performance of this Agreement and Client agrees to indemnify Company against any such claims in accordance with Section 10 of this Agreement.

16. PERMISSION TO USE IMAGES AND COMMENTS. Client hereby agrees to permit Company to list Client as a Client of Company in marketing and promotional materials and hereby grants Company a limited license to display photos of work performed on behalf of Client in Company’s portfolio of completed projects for the sole purpose of marketing Company’s services without further approval from Client. Client also grants permission for Company to reproduce comments and feedback provided by Client as testimonials for purposes of promoting Company’s services.

17. Non-Solicitation of Employees and Contractors. During the term of this Agreement, and for a period of 36 months after Company has completed its Services hereunder, Client may not, without the prior written consent of Company, solicit for employment, either on behalf of themselves or on behalf of any other person or entity, any employee or independent contractor of Company who is involved in the provision of Services connected with this Agreement. Client understands and acknowledge that any breach or violation of this clause may cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further violation or breach and for such other relief as the Company shall deem appropriate.  Such right of the Company is to be in addition to the remedies otherwise available to the Company at law or in equity. The Client expressly waives the defense that a remedy in damages will be adequate and hereby consents to the issuance of such injunction and to the ordering of specific performance. No bond or other security shall be required in obtaining such equitable relief.

18. Entire Agreement. This Agreement, including the current product descriptions and fees listed on the Company website, constitutes the complete and exclusive statement of the agreement between the parties with regard to the matters set forth herein and supersedes all other agreements, proposals, and representations, oral or written, express or implied, with regard thereto.

19. Severability.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

21. APPLICABLE LAWS AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Cuyahoga County, Ohio, in any action arising out of or relating to this Agreement, and waive any other venue to which either party might be entitled by domicile or otherwise.

22. Modification/Waiver. This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

23. NOTICE. Any notice or other communication provided for herein or given hereunder to a party shall be in writing and shall be sent by overnight courier, by confirmed telecopy, email, or other electronic means, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective party as follows:

If to Company:

HB Publications LLC

c/o Hugh Taylor

4391 Churchill Boulevard

Cleveland, Ohio 44118

If to the Client, notice shall be sent to the mailing address or email address provided by Client in the online purchase form completed on the Company website at the time that any Products or Services are purchased, unless notification of change of address is given in writing. Any notice shall be deemed given on the date it is deposited in the U.S. Mail, turned over to an overnight courier, or sent electronically.

24. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

25. Gender; Number. Except where the context otherwise requires, words used in the masculine gender include the feminine and neuter; the singular number includes the plural, and the plural the singular; and the word “person” includes a limited liability company, corporation or other entity or association as well as a natural person.

26. Representation of Authority. Each person or entity entering into this Agreement hereby represents and warrants that he or she has the authority to bind the person or entity on behalf of which he or she has signed. The Parties agree that this Agreement shall inure to the benefit of and be binding upon each of their respective agents, representatives, shareholders, members, officers, directors, employees, assigns, heirs, subsidiaries, parent companies, and predecessor or successor companies.

27. Electronic signatures. Each party agrees that this Agreement and any other documents to be executed in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement.