Levotate Services Agreement
This Agreement (the “Agreement”) is between LEVOTATE (“LEVO”) and You (the “the User”). Individually hereto referred to as a “Party” and collectively hereto referred to as the “Parties.”. This Agreement sets forth the terms and conditions that govern orders placed under this Agreement.
WHEREAS, LEVOTATE and the User desire to enter into an agreement whereby LEVOTATE will provide web development and design services (as hereinafter defined) to the User Designated Parties (as hereinafter defined). NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:
The Parties agree that this Agreement shall govern all transactions where the User procures all LEVOTATE Products/Services (“Services”) that shall mean products or services of any kind provided by LEVOTATE to the User under this Agreement.
OWNERHSIP AND RESTRICTIONS
Per this Agreement LEVOTATE owns the design for any website the User procures under LEVOTATE’S Services for 24 months (the “Initial Period”). Henceforth after the Initial Period the design ownership is transferred to the User.
FEES & PAYMENT
Payment is required to start Services and is captured on a monthly basis via a Stripe payment portal. Should payment cease before the Initial Period is up the User’s website will be paused until payment is activated again. If the User wishes to stop payments and terminate this Agreement, LEVOTATE will forego all media assets and copy to the User. A written notice of (10 days) must be made in order to allow appropriate time for LEVOTATE to take down the User’s website.
The User acknowledges that throughout the Term of this Agreement (as hereinafter defined), it may obtain knowledge of confidential information regarding the business and affairs of LEVOTATE.
In recognition of the foregoing, the User covenants and agrees that, except in compliance with legal process, the User, its employees, agents, or partners will not reveal any confidential matters of LEVOTATE which are not otherwise in the public domain and will not intentionally disclose them to anyone outside their own company.
A link will be made on the User’s website to https://levotate.com and will appear in small, unobtrusive print at the bottom of the footer.
REPRESENTATIONS AND WARRANTIES
Compliance with Law: In receiving the services under this Agreement, the User shall comply with all applicable laws.
Taxes: The User shall be responsible for all federal, state and local taxes in connection with payments made under this Agreement. In addition, the User is responsible for the payment of all required payroll taxes, whether federal, state or local in nature, including, but not limited to, income taxes, Social Security taxes, unemployment compensation taxes, and any other fees, charges or licenses required by law for its employees.
STATE OF LIABILITY
Neither Party shall be liable to the other, whether in tort, contract or otherwise, for any consequential, indirect, punitive, exemplary, or incidental damages, lost profits, or lost business opportunities.
Parties shall not assign or transfer this Agreement without the prior written consent of the other Party.
Each Party (the “indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its affiliated companies (collectively, the “indemnified Party”) from and against all claims, suits and proceedings, and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees), including, without limitation, any Third-Party claims, for gross negligence and willful misconduct.
In the event of a claim, dispute, or other matter in question between LEVOTATE and the User arising out of or relating to this Agreement, by written notice to the other, the Parties may seek to resolve such claim or dispute by way of a meeting between the principals of both LEVOTATE and the User within ten (10) days or receipt of such written notice or such longer period of time as mutually agreed to in writing by the Parties. LEVOTATE and the User shall in good faith attempt to resolve such claim or dispute within thirty (30) days following such meeting. If after such thirty (30) day period, a principal of either LEVOTATE or the User declares an impasse between the Parties with regard to such claim or dispute, either Party may proceed to litigation.
Termination for Convenience: LEVOTATE may terminate this Agreement for any or no reason upon written notice to the User
Termination for Material Breach. Either Party may terminate this Agreement for the other’s failure to cure any breach of this Agreement within 10 days after delivery of written notification of breach. Upon termination of this Agreement by the User for LEVOTATE’S material breach, LEVOTATE will immediately pay the User all undisputed amounts due including a pro-rated portion of the current unpaid monthly fee based upon the hours used up until notice of breach.
Effects of Termination. Immediately upon termination of this Agreement for any reason, the User will provide LEVOTATE with all copies of materials used or developed under this Agreement as of the date of termination.
Solicitation of employees. the User agrees that for a period of eighteen (18) months immediately following the termination of the agreement with LEVOTATE for any reason, whether with or without good cause or for any or no cause, at the option either of LEVOTATE or the User, with or without notice, I will not hire any employees of LEVOTATE and the User will not, either directly or indirectly, solicit, induce, recruit or encourage any of LEVOTATE’S employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of LEVOTATE, either for the User or for any other person or entity.
This Agreement constitutes the entire Agreement between the Parties. In the event of any conflict, the terms of this Agreement shall prevail.