By purchasing any session or service with Whitespace Team, LLC, you accept and agree to be bound by these Terms of Purchase.
This Agreement (“Agreement”) is made and entered into immediately upon purchase (“Effective Date”) between and among you, hereafter referred to as the “Client” and Whitespace Team, LLC, hereafter referred to as the “Company.” Company and Client are referred to individually as a “Party” and together as the “Parties.”
1. TERMS. During the term of this Agreement, the Company agrees to provide Services as outlined on sales or purchase page on website. The Services to be provided under this Agreement shall be performed at the Company’s place of business and communications will be conducted through email, or upon other means mutually agreed upon by the Parties. The Company shall perform the Services to the best of its ability and to a standard of a reasonable professionalism within the industry of the Services.
2. PAYMENT. The total price of the Services shall be clearly defined on sales or purchase page on website. Client agrees to pay this amount in full. Company will not be obligated to complete any Services unless payment is up to date. Payment may be made via Paypal or with debit or credit card, processed via Stripe. Client grants Company permission to charge the card. Company does not offer refunds.
3. TERMINATION. This agreement will end once Services have been completed, as outlined on sales or purchase page on website. Notwithstanding the foregoing each Party may terminate this Agreement immediately without prior notice in the event of a material breach of this Agreement by the other Party, or the parties may terminate this Agreement on other terms mutually agreed upon in writing. Furthermore, the Company has the ability to terminate this Agreement “at will”.
4. CALLS. If applicable, any sessions purchased will be scheduled by Client using Company’s online scheduling software and will be conducted via Zoom video conferencing or phone. Client agrees to provide Company with everything requested to prepare for the session at least 24 hours before session begins. Company and Client agree to be on time to session. If Client is late for any reason, they forfeit that time and session will end at scheduled time. Client agrees to provide at least 24 hours for cancellation. Cancellations within the 24 hour period are forfeited and may not be rescheduled for any reason. If Client does not show up for session, it is considered a “no-show,” and the session is forfeited and may not be rescheduled for any reason.
5. CONFIDENTIALITY. Both Parties agree not to disclose, reveal or make unauthorized use of any Confidential Information learned from the other Party during the term of this Agreement or for two (2) years thereafter. Confidential Information includes, but is not limited to, documents and information disclosed in connection with this Agreement, but shall not include publicly available information. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care that is not less than the degree of care used by it in safeguarding its own confidential information. Upon termination of this Agreement as outlined in Section 3 above, and on each Party’s request, the other Party will return all records, notes, documentation and other items that were used, created, or controlled by that Party during the term of this Agreement (with the exception of items purchased by Company and not reimbursed by the Client).
6. RELATIONSHIP OF PARTIES. Company is and shall remain an independent contractor with respect to the Client and is not and shall not become, during the term of this Agreement, an employee of the Client.
7. EMPLOYEES AND CONTRACTORS. Company may enlist the services of capable employees or contractors to assist in providing Services under this Agreement. Company’s employees or contractors, if any, who perform services for the Client under this Agreement shall also be bound by the provisions of this Agreement.
8. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights created under this Agreement by Company in furtherance of the Services, including any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Company in connection with the Services will be the exclusive property of Company. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Client to the Company, nor grant any right or license other than those stated in this Agreement. Client will not copy, modify, sell or distribute any intellectual property without the prior written consent of the Company.
9. DISCLAIMER OF WARRANTIES. The Services provided to the Client by the Company under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of deal, course of performance or trade usage. Company makes no representation or guarantee that Services will result in any enhancement of the Client’s business.
10. DISPUTE RESOLUTION. The Parties will try in good-faith to resolve all disputes under this Agreement by negotiation. If, after negotiation, the Parties cannot reach resolution to the dispute, and at least one Party desires to pursue the dispute further, every such controversy or dispute under this Agreement will be submitted to the American Arbitration Association for arbitration that shall take place in Charleston, South Carolina or by telephone, and the parties shall resolve the dispute as expeditiously as reasonably possible by such arbitration. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, regardless of the conflict of laws or principles thereof.
12. GOOD FAITH. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, if any, whether written or oral.