Terms of Service
Last Updated: September 30, 2024
1. Introduction
These Terms of Service (“Agreement”) are entered into by and between Adam Holter Automation (“Provider”) and the client (“Client”). This Agreement sets forth the terms and conditions under which Provider will provide the content dashboard automation system and related services (“Services”) to Client.
2. Services Provided
- Initial Setup: Provider will perform an initial setup of the content dashboard automation system for a one-time fee of $500.
- Basic Maintenance Plan: For $50 per month, Provider will offer a basic maintenance plan that covers API costs and background bug fixes without the need for Client’s requests.
- Requested Support: Any additional support requested by Client—including but not limited to communication, feature additions, tweaks, strategy sessions, meetings, or any activity where Provider is dedicating time to Client’s needs—will be billed at $80 per hour, in minimum 15-minute increments.
3. Payment and Term
- Billing Cycle: The initial setup fee is due upon signing this Agreement. The monthly maintenance fee will be billed monthly in advance. Requested Support fees will be invoiced quarterly.
- Late Payments: Payments not received within 30 days of the due date may result in suspension of Services. Late payments may incur a 3% penalty, compounded monthly. Client remains liable for all fees incurred under this Agreement.
- Currency: All payments must be made in U.S. Dollars.
- Non-Refundable: All payments are non-refundable except as provided in Section 15.
4. Client Content
“Client Content” refers to any materials provided by Client, including text, images, data, and other content. Client is responsible for ensuring that Client Content does not infringe upon any third-party rights and complies with all applicable laws and regulations.
5. Proprietary Rights
- Client’s Rights: Client retains all rights to Client Content. Provider will not use Client Content for any purpose other than delivering the Services.
- Provider’s Rights: Provider retains all rights to any proprietary materials, software, methodologies, and processes used or developed in providing the Services (“Provider Materials”). Provider grants Client a non-exclusive, non-transferable, royalty-free license to use Provider Materials solely in connection with the Services.
6. Out-of-Pocket Expenses
Any additional expenses incurred by Provider (e.g., travel, third-party services, additional software licenses) will be billed to Client with prior approval and will not exceed 5% of the total fees unless otherwise agreed upon.
7. Confidentiality
Both parties agree to keep confidential any non-public information obtained under this Agreement. Confidential Information includes, but is not limited to, business strategies, customer lists, and proprietary software. This obligation survives the termination of this Agreement.
8. License
Client grants Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify Client Content solely as necessary to provide the Services.
9. Accuracy and Review of Client Content
Client is responsible for the accuracy and legality of Client Content. Provider will provide proofs or drafts for Client’s review. If Client does not request changes within ten (10) business days, the content will be considered approved.
10. Taxes
Client is responsible for all applicable taxes, duties, and charges, excluding taxes on Provider’s income.
11. Warranties
Provider warrants that Services will be performed in a professional and workmanlike manner. However, Provider does not warrant that the Services will be uninterrupted or error-free.
12. Right to Refuse Services
Provider reserves the right to refuse to provide Services at its sole discretion, even if Services have been expressly requested by Client.
13. Indemnification
Client agrees to indemnify and hold harmless Provider from any claims arising out of Client’s breach of this Agreement, including infringement of third-party rights.
14. Limitation of Liability
Provider’s total liability under this Agreement shall not exceed the total fees paid by Client. Provider is not liable for any indirect, incidental, or consequential damages.
15. Termination
- By Provider: Provider may terminate this Agreement if Client fails to make payments or breaches any material term, or at Provider’s discretion as per Section 12.
- By Client: Client may terminate this Agreement at any time by providing written notice and paying all outstanding fees.
- Effect of Termination: Upon termination, all licenses granted to Client will terminate. Client must pay all fees for Services rendered up to the termination date.
16. Rate Adjustments
Provider reserves the right to change maintenance and support rates at any time with a 30-day notice to the Client. In the event of a rate increase, existing clients will have their current rates grandfathered for three (3) months from the effective date of the increase. After this period, new rates will apply unless otherwise agreed upon in writing.
17. Notices
All notices must be in writing and sent to the addresses provided by the parties. Notices are effective upon receipt.
Provider Contact Information:
- Adam Holter Automation
- Address: 4223 Glen Summitt Ct. Apex, North Carolina 27539
- Email: adam@holter.com
- Phone: 984-352-1755
Client Contact Information:
- [Client’s Name]
- [Client’s Address]
- [Client’s Email]
- [Client’s Phone Number]
18. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
19. Survival
Sections concerning Proprietary Rights, Confidentiality, Indemnification, Limitation of Liability, and other provisions intended to survive termination will remain in effect.
20. No Oral Modifications
This Agreement may only be modified in writing, signed by both parties.
21. Non-Waiver
Failure to enforce any provision does not constitute a waiver of future enforcement of that or any other provision.
22. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
23. Governing Law
This Agreement is governed by the laws of the State of North Carolina. Any disputes will be resolved in the courts of Wake County, North Carolina.
24. Headings
Headings are for reference only and do not affect the interpretation of this Agreement.
25. Severability
If any provision is found unenforceable, the remaining provisions will remain in full effect.
26. Acceptance
By engaging Provider’s Services, Client agrees to these Terms of Service.
