These Terms of Service Form the Contract Between
Albright Administration and the Client
Subject to the terms and conditions of this Agreement, the Service Provider (Albright Administration) agrees to provide the Client with the services, as defined below, and the Client accepts such provision of services from the Service Provider.
1. Services: The Service Provider shall provide the following services ("Services") to the Client in accordance with the terms and conditions of this Agreement: Typing, Transcription, and/or Administrative Support/Virtual Assistance (spreadsheet and database design, set-up, and maintenance; internet searches/research; data entry, fillable forms design; etc.).
2. Delivery of Services: The Service Provider shall commence the provision of the Services on (agreed upon date) and shall complete/cease such provision on (agreed upon date/at project end).
3. Site: The Service Provider shall provide the Services at Albright Administration, 1650 Market Street, Suite 3600, Philadelphia, Pennsylvania, USA.
4. Compensation: As consideration for the provision of the Services by the Service Provider, the Client shall pay the Service Provider the sum ("Price") quoted/invoiced. Moreover, the Client shall reimburse the Service Provider for expenses approved by the Client prior to the incurring of such expenses and which proven by the Service Provider with the appropriate documentation.
5. Payment: The Client agrees to pay the Price to the Service Provider within fifteen (15) days of the invoice date. The acceptable form(s) of payment of the Price is/are: Check (business or personal) or Credit Card (processed through PayPal). Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges, or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Client under this Agreement and such shall be payable to the Client to the Service Provider in addition to all other charges payable hereunder.
6. Intellectual Property Rights: The Service Provider agrees to grant to the Client a non-exclusive, irrevocable, royalty-free license to use, copy, and modify any elements of the Material not specifically created for the Client as part of the Services. In respect of the Material specifically created for the Client as part of the Services, the Service Provider assigns the full title guarantee to the Client and any /all of the copyright, other intellectual property rights, and any other data or material used or subsiding in the Material whether finished or unfinished. If any third-party intellectual property rights are used in the Material, the Service Provider shall ensure that is has secured all necessary consents and approvals to use such third-party intellectual property rights for the Service Provider and the Client.
For the purposes of this section, "Material" shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs, or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.
7. Confidential Information: Each party shall preserve the Confidential Information of or pertaining to the other party in strict confidence and will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information without the prior written consent of the other party, except if required by law, regulation or judicial order. Each party shall maintain, at a minimum, the same precautions and standard of care to which a reasonable person in such business would use to safeguard Confidential Information of its own and its clients or suppliers. The parties agree to keep the terms but not the existence of the Agreement confidential, except as otherwise provided in the Agreement.
Neither Party shall be liable for the disclosure of any Confidential Information that: (i) is in the public domain at the time of disclosure; (ii) was in the possession of or demonstrably known by a party prior to its receipt from the other; (iii) is independently developed by a party without access to or use of any Confidential Information provided by the other, as demonstrated conclusively by written evidence; or (iv) becomes known to a party from a source other than the other party without breach of the first party’s obligations under the Agreement.8
9. Service Provider Warranty: The Service provider represents and warrants that (a) it will perform the Services with reasonable care and skill; and (b) the Services and the Materials provided by the Service Provider to the Client under this Agreement will not infringe on or violate any intellectual property rights or other right of any third party.
10. Limitation of Liability: Subject to the Client's obligation to pay the Price to the Service Provider, either party's liability on contract, tort, or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price. To the extent it is lawful to exclude the following types of less and subject to the Client's obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data, or any other indirect or consequential loss or damage whatsoever. Nothing in this section will serve to limit or exclude either party's liability for death or personal injury arising from its own negligence.
11. Term and Termination: This Agreement shall be effective on the date (start date) and shall continue, unless terminated sooner in accordance with this section, until the completion date (end of project). Either party may terminate this Agreement upon notice in writing if: (a) the other is in breach of any material obligation contained in this Agreement, which is not remedied) if the same is capable of being remedied) within fifteen (15) days of written notice from the other party; or (b) a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other party's assets or an undertaking or a resolution or petition to wind up the other party is passed or presented (other than for the purpose of amalgamation of reconstruction) or any analogous procedure in the state of incorporation of either party, or if circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other party.
Any termination of this Agreement (in any manner) shall not affect any accrued rights of liabilities of either party nor shall it affect the coming into force of the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue to force on or after such termination.
12. Relationship of the Parties: The parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents, or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship, or otherwise, between the parties.
13. Notice: Service of all notices under this Agreement shall be sufficient if given personally or mailed certified, return receipt requested, postage prepaid, at the address herinafter set forth, or to such address as such party may provide in writing from time to time.
14. Waiver: The waiver or failure of either party to exercise in any respect any right provided in this Agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
15. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
16. Assignment and Transfer: Neither party shall assign or transfer all or any part of its rights under this Agreement without consent of the other party.
17. Amendments: Any waivers or amendments shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties.
18. Entire Agreement: The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications of previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
19. Force Majeure: Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion, or industrial dispute. If such delay or failure continues for at least thirty (30) days, the party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
20. Governing Law: The validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties, which this Agreement contains, shall be governed in accordance with the laws of the State of Pennsylvania.
21. Survival: This section, and sections 7, 9, 12, 13, 14, 15, 16, 17, 19, and 20 of this Agreement shall survive any termination or expiration.