TERMS AND CONDITIONS
In consideration of Client retaining GiveNūr LLC to supply software services for Client, it is agreed as follows:
1. Executive Summary
GiveNur LLC, a Texas Limited Liability Company, also known as GiveNūr, offers you an opportunity to learn and use the “software ” to growing and scaling your organization.
This proposal expires at 11:59 p.m. on the date of enrollment if this agreement is not executed by both you and GiveNur LLC prior to that date and time.
There are no other parties to this agreement and there are no third-party beneficiaries of this agreement.
2. Integrity
Client commits to working with total integrity, honesty and to protect the confidential information shared by other members of this Program (the “Program”) and GiveNur LLC also known as GiveNūr (the “Company”). Upon signing this participation agreement (the “Agreement”), Client understands that he/she enters into a binding contractual relationship with GiveTech.
3.Description Of Services
Beginning on the Effective Date, during the Term, Company will provide to Client the following products, services, and data:
Access to Company’s features covering marketing and management tools.
Access to Company’s Funnels, Templates, Training, and More.
Unlimited access to Company’s Software Platform GiveNūr.
The data described above is the Confidential Company Information (“CCI.”)
4. Independent Contractor
The Company acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. Company shall not enter into any contract or commitment on behalf of Client. Company further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture between the Company and Client.
5. Confidential Information
a. The Client agrees:
Not to disclose or otherwise make available CCI to any third party without the written consent of the Company; provided, however, that the Client may disclose the CCI to its officers and legal advisors who have a “need to know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in Section 6;
To safeguard the CCI from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care;
To use the CCI only for the purposes of performing its obligations under the Agreement; and
To promptly notify the Company in the event it becomes aware of any loss or disclosure of any of the CCI.
b. If the Client becomes legally compelled to disclose any CCI, the Client shall provide:
Prompt written notice of such requirement so that the Company may seek, at its sole cost and expense, a protective order or other remedy; and
Reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure.
If, after providing such notice and assistance as required herein, the Client remains required by Law to disclose any CCI, the Client shall disclose no more than that portion of the CCI which, on the advice of the Client’s legal counsel, the Client is legally required to disclose and, upon the Company’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
c. All information concerning the Company business affairs, customers, vendors, finances, properties, method of operations, computer programs, documentation, and other such information whether written, oral, or otherwise, is confidential in nature.
d. The Client agrees to allow Company to use Client information to produce and share case studies materials, photos, videos, along with any successes the Client has shared.
6. Warranties
Company shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in this industry, community, and geographic area.
COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR GUARANTEES AS TO RESULTS OR REVENUES, AND CLIENT UNDERSTANDS THAT THERE ARE NO GUARANTEES AS TO RESULTS OR REVENUES GENERATED BY CLIENT’S USE OF ANY PRODUCT OR SERVICE OFFERED BY THE COMPANY.
7. Default
a. The occurrence of any of the following shall constitute a default under this Agreement:
The failure to make a required payment when due;
The insolvency or bankruptcy of Client;
The subjection of any of either party’s property to any levy, seizure, general assignment for the benefits of creditors, application or sale for or by any creditor or government agency;
The failure of Company to make available or deliver the services in the time and manner provided for in this Agreement;
A demand for the refund of any portion of the Fee by the Client;
Either party making any public statement about the other, including any statement viewable on any social media platform, which is untrue, defamatory, or in any way casts the other Party in a negative light.
b. If a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement, the other party shall provide written notice to the defaulting party. The notice shall describe the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived in writing by the party providing notice, the failure to cure the default within said time period shall result in the automatic termination of this Agreement.
8. Force Majeure
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control, and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation: acts of God, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, epidemics, pandemics, insurrections, riots, wars, strikes, lock-outs, or work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORSEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WITH EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY.
10. Governing Law and Agreement to Arbitrate Disputes
This agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. Venue for any dispute relating to this Agreement will be exclusively in Dallas, Texas.
As a condition of the Company entering this Agreement with the Client, the Company and Client (“the parties") agree, to the fullest extent permitted by law, to submit to mandatory, binding, arbitration any dispute, claim or controversy arising out of or relating to this Agreement.
Arbitrable Claims: The parties understand and agree that to the fullest extent permitted by law, this Agreement applies to all claims (the “Arbitrable Claims”) arising out of, related to or connected with the Agreement, whether in contract, tort, law, equity or otherwise, and including, but by no means limited to, breach of contract (expressed or implied); breach of implied covenant of good faith and fair dealing; claims for stock or stock options; claims for any injury to Client’s physical, mental or economic interests; as well as claims based upon any federal, state or local ordinance, statute, regulation or constitution provision, and all Texas Laws or Regulations, and shall be final and binding upon the parties. Arbitration shall be the exclusive method by which to resolve all Arbitrable Claims and this means that Arbitrable Claims will be decided by an arbitrator, rather than a court or jury. As an exception, this Agreement does not preclude the filing of an action for injunctive relief. THE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY COURT OR JURY IN REGARD TO ARBITRABLE CLAIMS.
Administration: The parties agree that the arbitration shall be conducted in Dallas, Texas by a neutral arbitrator from the American Arbitration Association, who will administer any such arbitration(s) pursuant to the American Arbitration Association’s applicable procedures and rules for arbitration of commercial disputes. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute, and to award such relief as would otherwise be permitted by law; and (b) issue a written decision including a statement of the award and the arbitrator’s essential findings and conclusions on which the decision is based. The arbitrator shall have the power to award actual damages, and injunctive relief which might be available in a court otherwise having jurisdiction of the matter, but no other damages, remedies or relief. Each party shall pay its own attorney’s fees and expenses. Nothing in this Agreement is intended to prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.
Entire agreement as to dispute resolution; reflects the parties’ full and final agreement regarding the manner in which they will resolve Arbitrable Claims. There are no other agreements between the parties regarding this subject. This Agreement supersedes any prior agreements, written or oral, regarding this subject.
Survivability: This Agreement shall be in full force and effect during the entire term of the Agreement, and shall continue to be in full force and effect after the Term of the Agreement has ended.
11. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, said provision shall be treated as severed and separated from the Agreement, and the remaining provisions will continue to be valid and enforceable.
12. Amendment
This Agreement may be modified or amended, only in writing and by mutual agreement of the parties, signed by the parties hereto.
13. Notice
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person, or by certified mail, return receipt requested, to the address set forth in the opening paragraph (or to such other address as one party may have furnished to the other in writing), or by electronic mail, or by facsimile.
14. No Waiver Of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with that, or any other, provision of this Agreement.
15. Construction And Interpretation
The rule requiring construction or interpretation against the party drafting this Agreement is waived by both parties. This Agreement shall be deemed and construed as if it were drafted by both parties in a mutual effort.
16. Condition Of Refund
The Fee is not refundable. Client is paying to learn the “software, consulting and blueprint” to growing and scaling your business. Nothing more. Please have realistic expectations.
17. Hours Of Business Operation
Company’s hours of operation for purposes of the services to be rendered pursuant to this Agreement are: Monday through Friday, 9:00 a.m. to 5:00 p.m. Central. After hours, Client may send any questions to smiles@givenur.com.
All Clients paying the Fee after 2:00 p.m. Central time, Monday through Friday, will receive onboarding information the following business day. All Clients making payments after 2:00 pm Central Time on Friday, or during the weekend, will receive onboarding information the following Monday after 10:00 am Central. Onboarding information is not provided on nationally recognized holidays. If the date for the provision of onboarding information is a holiday, the onboarding information will be provided on the next business day.
18. Non-Disclosure
Client agrees that, except as directed by Company, it will not at any time during or after the term of this Agreement, disclose any confidential information to any person whatsoever and that upon the termination of this Agreement it will turn over to the Company all documents, papers, and other materials in Client’s possession or control that relate to the Company, The Client may not sell or give away any of the materials provided to Client in our courses or trainings.
19. Intellectual Property/Privacy Rights
Client fully understands and acknowledges that the Company has sole discretion to terminate agreement and remove Client from continuing in the program at any time for any reason without a refund (partial or full) if Client is disruptive (as defined by Company), if Client infringes on any intellectual property and/or privacy rights of Company, its members, participants, presenters and/or vendors/sponsors, if Client is (or becomes) difficult to work with (as determined by Company), if Client ceases to follow any of the Program guidelines, or if Client in any way violates any rules set forth by Company.
20. Cancellation Policy
Client understands and agrees that if, for any reason, Client chooses to remove or cancel themself out of the software, Client shall be responsible until the end of their billing cycle, and if any consultation(s) are being used then in addition to give a 7-day notice and Client agrees that he/she will not receive any refund (partial or full) for any reason whatsoever for any monies paid or credit card charges. The client warrants he/she will not initiate any credit card chargebacks regarding purchase. Client warrants he/she will not initiate any cancellation of credit card(s) to avoid obligated payments regarding this purchase (partial or full) for any reason. Further, Client understands that he/she is solely and completely responsible for any indebtedness incurred as a result of entering into this agreement. Whether Client chooses to assign full or partial rights (i.e. deciding to partner with another individual) hereunder, or delegate his/her obligations under this Agreement, Client understands that he/she is responsible for the complete and total balance due to GiveTech. At the time of cancellation, client agrees that he/she will have forfeited their right to access the software, and access and will immediately be removed from all platforms.
21. Contact Information
Company’s contact information is as follows:GiveNur LLC
5473 Blair Rd. Ste. 100 PMB
Dallas, Texas 75231
22. Entire Agreement and Notice
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties, and may not be contradicted or superseded by evidence of any prior, contemporaneous, or subsequent oral agreements.
CLIENT FULLY UNDERSTANDS THAT BY SIGNING BELOW, CLIENT AFFIRMS THAT HE/SHE HAS READ, UNDERSTANDS AND AGREES TO THE TERMS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first above written.
And now that the fun stuff is out of the way... We look forward to a lengthy relationship helping you Build A Better World!