This SERVICES AGREEMENT (“Agreement”) by and among JW Maxx Solutions LLC. An Arizona LLC located at; Fountain Hills, Arizona 16921 E Palisades Blvd #103, AZ 85268 United States (“JWM”),
A. JWM is in the business of, among other things, providing Online Content Management through consulting and providing copywriting services to improve website ranking to companies.
B. JWM creates online content for the purpose of ranking positive online content above negative online content for you adhere to the terms and conditions of this agreement.
Therefore, in consideration of the above and for such other good and valuable consideration, you agree to the following;
i. Keywords. JMW shall provide copywriting content services and management for agreed upon Keyword(s) and or Keyword Phrases. When doing so JWM shall uphold professional copywriting standards generating content.
ii. Web Sites. JWM shall provide a list of Micro sites URLs to purchase for JWM use for keyword services after JWM evaluates the existing content and rankings. JWM shall provide monthly content, management, optimization, and/or design at JWM expense to create and manage the micro sites in accordance with the designs and specifications agreed to by JWM and all services will have conformity with applicable industry standards including professional copywriting standards and Web 2.0 or better. JWM has the right to alter, replace, or improve the Keywords and/or any Content to keep pace with desired fulfillment strategies and Browser updates, subject to providing reasonable advance notice to client, with an explanation of the reason for the change. Any other changes to the service shall be by mutual agreement of the parties. JWM shall at all times conduct its business to reflect favorably on the client and the products and shall not engage in any deceptive, misleading, illegal, or unethical business practices.
iii. Social Profiles. JWM shall support all Social Profiles weekly with new content that are deemed relevant for ranking content purposes. Social Profiles such as but not limited to Facebook, Twitter, Google+, YouTube, LinkedIn and Instgram.
iv. Press Releases. JMW shall provide press releases for the purpose of supporting the Keywords, Websites, and Social Profiles in the form of copywriting content services.
v. Reporting. JWM shall provide detailed monthly reporting.
vi. Compliance with Laws. All services shall be in compliance with applicable requirements for US. JWM shall, at its sole cost and expense, obtain all necessary personnel for the copywriting content services as well as applicable registrations, consents, and permits and shall comply with all applicable statutory, judicial, administrative, or regulatory authority (“Laws”) that are necessary for the content creation.
b. Client Responsibilities.
i. Content. Client shall provide content such as Photos, URLs, Information, as requested in a timely fashion to be used by JWM for Reputation Management content building strategies and campaigns.
ii. Sales. Client shall at all times conduct its business to reflect favorably on JMW and the Products and shall not engage in any deceptive, misleading, illegal, or unethical business practices. Client is responsible for the activities and representations of its employees, agents, and permitted assigns.
iii. Compliance with Laws. Except as provided above, client shall be responsible for all filings required to obtain all necessary governmental approvals, registrations, consents, and permits and shall comply with all applicable Laws that are necessary for the sale and distribution of the Products and Services in all markets penetrated by client and any other requirements necessary to comply with any applicable Laws.
c. Taxes. Each party shall bear and promptly pay all undisputed taxes, duties, and other governmental charges associated with its respective activities related to this Agreement, including, without limitation, income taxes, employer withholding taxes, sales or use taxes, value added taxes, and excise taxes. Either party may pay any such taxes assessed against the other directly to the taxing authority (in which event, the party against which the tax is properly assessed shall promptly reimburse the paying party upon delivery of evidence of payment) only after providing written notice of the outstanding tax to the other party and not having received written confirmation within ten (10) days of such notice that the tax liability is in dispute. Client shall pay all taxes associated with its activities related to this Agreement.
2. Representations and Warranties.
a. JWM hereby represents and warrants that:
i. it is a Arizona corporation in good standing;
ii. it has the power and limited liability company authority to enter into and perform the obligations under this Agreement;
iii. the obligations of JWM under this Agreement do not violate any laws, regulations or directives or any other restrictions binding JWM, and JWM’s obligations in this Agreement are valid, binding, and enforceable against client;
iv. except as disclosed or between the parties, to the best of its knowledge, there are no pending or threatened litigation, arbitration, or administrative proceedings and client is not aware of any claims against it that are likely to have a material adverse effect on its performance or compliance with its obligations under this Agreement;
v. it will deliver to client good content, free and clear of any and all Trademark infringements.
b. Client hereby represents and warrants that:
i. it is a real person or entity
ii. it has the power and authority to enter into and perform the obligations under this Agreement;
iii. the obligations of the client under this Agreement do not violate any laws, regulations or directives or any other restrictions binding the client and clients obligations in this Agreement are valid, binding, and enforceable against the client;
iv. except as disclosed or between the parties, to the best of its knowledge, there are no pending or threatened litigation, arbitration, or administrative proceedings and client is not aware of any claims against it that are likely to have a material adverse effect on its performance or compliance with its obligations under this Agreement;
v. that, to the best of its knowledge, the rights granted in this Agreement do not infringe upon the rights of any third party;
vi. it has not entered into this Agreement in reliance upon any representation or warranty except for those set forth in this Agreement.
3. Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or franchise relationship between the parties. No party shall have, or hold itself out as having, any power or authority to bind or commit the other party.
4. Intellectual Property.
All content, sites 2.o, websites and social profiles managed and/or hosted by JW Maxx Solutions, is owned by JW Maxx Solutions. If the client should choose to purchase his/her own URL’s then JW Maxx Solutions create, and hosts said domains. The content contained on the domains, including but not limited to images, themes, written article posts, remains property of JW Maxx Solutions.
The provisions of this Section shall survive termination of the Agreement.
5. Confidential Information.
a. Definition. “Confidential Information” shall mean any information about the Products, the know-how associated with manufacturing, distributing, or selling such products, this Agreement, any party and any party’s affiliates, owners, officers, and predecessors, including but not limited to information concerning pricing, sales, marketing, branding strategies, creative designs and concepts, technical data, trade secrets, research, software, services, suppliers, customers, employees, markets, developments, inventions, processes, forecasts, business strategies, finances, or other information that the parties reasonably know to be confidential and proprietary. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement or other confidential relationship; (ii) is demonstrably independently developed by the other party; (iii) was previously known to the other party without obligation of confidentiality; or iv) is acquired from a third party which is not under an obligation of confidence with respect to such information.
b. Non-Disclosure. Each party agrees that it will not, without the disclosing party’s prior written authorization, disclose the Confidential Information of the other party, or use such information for its own benefit except as authorized by this Agreement. Each party agrees that it will take appropriate steps consistent with those it takes to protect its own Confidential Information, but in no event less than reasonable precautions, in order to prevent (i) disclosure of such Confidential Information except on a need-to-know basis to those employees and independent contractors who have agreed in writing to protect the confidentiality of such information and to its representatives who are under a legal duty to protect the confidentiality of such information or (ii) the use, modification, copying, or reproduction of such Confidential Information other than to fulfill its obligations under this Agreement. Confidential Information shall be returned or destroyed at the disclosing party’s request.
c. Duty to Notify. If either party becomes aware of any misappropriation or misuse of Confidential Information, that party shall promptly notify the disclosing party in writing providing as much detail as available.
d. Objection to Subpoena. If either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the recipient shall promptly notify the other party of such receipt and allow the disclosing party the opportunity to seek to quash such subpoena or process or obtain protective treatment for any Confidential Information to be disclosed. Thereafter, the recipient may comply with such subpoena or process when and to the extent permitted by law.
e. Injunctive Relief. The parties agree that any breach or threatened breach of Confidential Information or other intellectual property matters shall cause irreparable harm that cannot be adequately compensated by damages, and accordingly, such aggrieved party may seek injunctive relief without the necessity of demonstrating actual damages or posting a bond in excess of $1,000.
The provisions of this Section shall survive termination of the Agreement.
6. Non-Compete and Non-Circumvention. The Parties acknowledge that for the purpose of the agreement each Party has/will introduce suppliers, associates, affiliates, and sources related to introduction of Referrals and transaction of products to the other, and each party agrees that with respect to the introductions and transactions, its officers, directors, employees, representatives, successors permitted assigns and affiliates who are provided with Confidential Information will deal only through the party making the introduction (the “Introducing Party”) and not directly or indirectly with any or all of the sources introduced by the Introducing Party without the prior written and signed consent of the Introducing Party. During the Term and for two (2) year after termination of this Agreement, neither party shall market or sell Products to a current or prospective customer of the other party.
7. Non-Interference with Employees. During the Term and for one (1) year after termination or this Agreement, neither party shall (a) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the other party or in any manner induce or attempt to induce any employee of such other party to terminate his or her employment; or (b) interfere with the other party’s relationship with any person, including anyone who at any time during this Agreement was an employee, contractor, supplier, or customer of the other party.
8. Dispute Resolution/Arbitration.
a. Negotiations. In the event of a dispute, the parties shall engage in good faith negotiations to seek resolution.
b. Damages. Only actual damages sustained shall be recoverable. Punitive damages, lost profits, incidental, and consequential and/or indirect damages are expressly precluded from recovery.
c. Injunctive Relief. Except for the provisions relating to the protection of confidential and proprietary information, and intellectual property, the parties expressly relinquish any claim for equitable relief including specific performance and/or injunctive relief.
9. Termination.
a. Upon Notice. Either party may terminate this Agreement upon sixty (60) days’ written notice in the following events:
i. if the other party become insolvent, has stopped p
aying, or is unable to pay its bills, takes some action to terminate its business, makes an assignment for the benefit of creditors, commences as the debtor in any case of bankruptcy or other proceeding under the insolvency laws; or
ii. if a case of bankruptcy or any other proceeding under any insolvency laws is commenced against the other party as the debtor and that party consents to or admits the material allegations in the case or the case remains undismissed for sixty (60) days.
10. Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure parts, supplies, or power (due to the event); war or other violence; any law, order, regulation, demand, or requirement of any governmental agency; epidemic or other catastrophic outbreak of illness; or any other act or condition beyond the reasonable control of the affected party, that party, upon giving reasonable notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference; provided, however, that the affected party shall take reasonable steps to avoid or remove such causes of nonperformance and shall resume performance with dispatch when such causes are removed. Bankruptcy proceedings, insolvency, and other financial conditions shall not be deemed a force majeure event.
11. Assignment. The parties may not assign their rights and obligations under this Agreement except as otherwise provided in this Section. Either party may assign its rights and obligations to a related entity without approval of the other party. Either party may assign this Agreement to a purchaser of all or substantially all of such party’s assets; provided, that the assigning party must provide written notice of such assignment within ten (10) business days of such assignment of this Agreement and provided further that such assignee shall have agreed in writing to be bound by the terms of this Agreement. This Agreement shall not be affected by any change in control at either party.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit and be the responsibility of the parties, their successors, and permitted assigns.
13. Amendment/Waiver. This Agreement shall not be amended except by a writing signed by the parties. No waiver by any party of any default or failure to enforce any provision shall be deemed a waiver of any prior or subsequent default or failure to enforce any provision of this Agreement. Any waiver by a party must be set forth or confirmed by such party in writing.
14. Notices. All notices under this Agreement shall be in writing in the English language and shall be delivered by hand, by overnight courier, by electronic mail (with proof of delivery and read receipt enabled), or sent by registered or certified mail to the following addresses and shall be effective upon the earlier of actual receipt thereof or the second business day after the proper deposit with the respective carrier. All such delivery methods shall require the sender to confirm the receipt of such delivery. Any party may change the address to which notice is to be sent by providing the other party written notice according to this provision.
15. Governing Law. This Agreement shall be governed by Arizona law without regard to the conflicts of law provisions of such state.
16. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or by a mutually selected arbitrator, such invalidity shall not affect the validity or operation of any other provision and shall either be stricken or, if possible, amended to provide the parties the greatest protection of their respective confidential and proprietary information.
17. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, supersedes all prior agreements between the parties, and is intended to be a final expression of their agreement.