Terms of Professional Services

 

These Terms of Professional Services (“Terms”) are incorporated into each Letter of Services
(“Letter”) submitted by Sienna Charles LLC (“Company”, “we” or “us”) to a client (“you”),
and the Letter and these Terms are accepted by you upon you or your representative signing the
letter or paying any amounts due to us. The Letter and the Terms together constitute our
agreement (“Agreement”).


Description of Services
We will provide services to you in accordance in accordance with our Agreement. We
will provide the services to you from the United States. We may use subcontractors or other third
parties to provide all or part of the services.
Termination

Either party may terminate this Agreement at any time in the event the other party is in
default or breach of any material provision of the agreement, and such default or breach
continues unremedied for a period of thirty (30) days after written notice thereof.

Payment; Taxes
We will invoice you as described in the Letter for services described in the Letter, and for
other services we will invoice you monthly, in arrears.
Invoices are payable net twenty (20) days from invoice date. In the event you fail to
make payment of any invoice by its due date, we may suspend services. Your failure to pay any
undisputed fee when due is a material breach of this Agreement, and such unpaid fees shall
accrue interest from the due date until paid at the rate of 1.5% per month or the maximum rate
allowed by applicable law, whichever is less.
Amounts payable to us are exclusive of any tariff, duty, or tax, however designated or
levied. You shall pay all applicable taxes (including without limitation sale, goods and services,
use, property, privilege ad valorem and excise taxes) and duties except for taxes based on our
income.

Warranty; Disclaimer; Limitation of Liability
We will provide the services in a professional and workmanlike manner. If we fail to
provide such services, we, at our expense, will re-perform or correct any nonconforming services
provided. In the event you fail to notify us of any such nonconforming services within thirty (30)
days of performance, such services shall be deemed conforming.


We will not be responsible for any nonconforming services to the extent such
nonconformance is caused by you. In addition, we will not be responsible for your failure to
provide accurate information to us, for your failure to cooperate, or for your failure to follow our
instructions.

The warranties and obligations of Company set forth in this section and your rights and
remedies set forth in this section are exclusive and in substitution of all other warranties,
conditions, representations, obligations or remedies. TO THE EXTENT WE PROVIDE YOU
ANY MATERIALS, SUCH MATERIALS ARE INCIDENTAL TO THE SERVICES AND
ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, UNLESS SPECIFICALLY PROVIDED IN AN ADDENDUM TO
THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT,
COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT.
COMPANY, ITS AGENTS, AND SUBCONTRACTORS SHALL HAVE NO
LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
EXEMPLARY DAMAGES, LOST PROFITS, OR FOR CLAIMS AGAINST YOU BY THIRD
PARTIES, WHETHER BASED UPON ON TORT, BREACH OF CONTRACT, OR ON ANY
OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR CLAIMS.

OUR MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO THIS
AGREEMENT, OUR PUBLICATIONS, AND/OR THE SERVICES SHALL BE LIMITED TO
THE AMOUNTS RECEIVED BY US FOR OUR FEES (NOT REIMBURSEMENTS) FROM
YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE
PARTIES ACKNOWLEDGE THAT THEY HAVE BARGAINED FOR AND AGREED TO
THE FOREGOING LIMITATIONS OF LIABILITY AND THAT THEY ARE AN INTEGRAL
PART OF THE CONSIDERATION FOR THIS AGREEMENT.

General
This Agreement supersedes all prior proposals, discussions, and agreements and
constitutes the entire Agreement between the parties relating to the services. This Agreement
may be modified or supplemented only by a written document signed by an authorized
representative of each party. There are no covenants, promises, agreements, conditions, or
understandings, either oral or written, between the parties relating to the subject matter of this
Agreement, other than as set forth herein. No representation or warranty has been made by or on
behalf of a party to this Agreement or any officer, director, agent or employee thereof, to induce
the other party to enter into this Agreement, except representations and warranties expressly set
forth herein. The preprinted terms and conditions of any purchase order or other ordering
document issued by you in connection with this Agreement which add to or conflict with the
terms and conditions of this Agreement shall not be binding on Company and shall not modify
this Agreement.


The parties shall initially attempt in good faith to resolve any significant controversy,
claim, allegation, or dispute arising out of or relating to this Agreement or the services
(hereinafter collectively referred to as a “Dispute”) through negotiations between each party. If
the Dispute is not resolved within thirty (30) days (or such other period of time mutually agreed
upon by the parties) of notice of the Dispute, then the parties agree to submit the Dispute to non-
binding mediation on terms and procedures to be mutually agreed to for a period of ninety (90)
days. Any mediation proceedings shall be treated as settlement discussions and therefore shall
be confidential, and no mediator may testify for either party in any later proceeding relating to
the Dispute. No recording or transcript shall be made of the mediation proceedings. Each party
shall bear its own costs and expenses of mediation, and the parties shall share equally the fees
and expenses of the mediator. If the Dispute is not resolved through negotiations or mediation as
set forth above, then either party may commence litigation; provided, that this paragraph shall
not be construed to prevent a party from seeking injunctive relief without observing the
requirements of this paragraph.

Except for payment obligations hereunder, neither party shall be liable for delays in any
of its performance hereunder due to causes beyond its reasonable control.

If any provision of this Agreement shall be deemed illegal or otherwise unenforceable, in
whole or part, that provision shall be severed or shall be enforced only to the extent legally
permitted, and the remainder of the provision and the Agreement shall remain in full force and
effect. The waiver of any right or election of any remedy in one instance shall not affect any
rights or remedies in another instance. A waiver shall be effective only if made in writing and
signed by an authorized representative of the party making such waiver.
Client may not transfer or assign its rights, duties, or obligations under this Agreement to
any person or entity, in whole or in part, without the prior written consent of Company. Any
such prohibited assignment shall be void.

All notices under this Agreement shall be given by addressing the communication to the
other party at the address set forth in the Letter, and such notice may be given by certified or
registered mail or overnight carrier. Such notices shall be deemed given on the date of receipt
(or refusal) of delivery of said notice. Either party may update its address upon written notice to
the other party.

This Agreement shall be governed by the law of the State of Florida and shall be deemed
accepted by Company at its offices. Exclusive venue for any litigation related to the Agreement
shall occur in Palm Beach County, Florida.