Signature Brand Audit

TERMS & CONDITIONS


Tonie Zamora LLC ("Consultant") and "Client" enter into this Consultant ("Agreement") in order to memorialize terms that will govern any and all work that Consultant may perform for Client during its term.

Client desires to engage Consultant to provide business strategy consulting services for the purposes of provoking ideas, inspiring the Client, maximizing potential, and growing the Clients business.

In order to carry out these purposes, the Parties agree as follows:


SCOPE OF WORK
Consultant agrees to perform the following Services for Client, which include: 

  • One (1) thirty minute (30min) brand strategy workshop

  • In-depth brand audit PDF

Client understands and agrees that Consultant’s services are limited to the Scope of Work detailed in Section I of this Agreement. 


FEES
Cost of Services:  Client agrees to pay Consultant Five Hundred USD ($500) for the services listed in the Scope of Work, detailed in Section I of this Agreement. 

Client is paying for services rendered via ThriveCart.

All of the personal information that Client provides as part of the payment process may be collected by both Consultant and Consultant’s third-party payment processing providers. This includes, but is not limited to, name, email address, billing information, and credit card number. All rules regarding personal information and security will be up to GDPR standards and comply with all United States data-complaisance laws.

Consultant’s third-party payment processing providers may have privacy policies and terms and conditions that differ from Consultant’s. Consultant has no liability or responsibility for the independent policies of Consultant’s third-party payment processing providers. Client is encouraged to read the independent policies contained on the third-party payment processing providers’ websites.
 
Client understands and releases Consultant from liability for any damage or loss caused by Client’s payment or by Client’s dealings with Consultant’s third-party payment processing providers.

Consultant does not tolerate or accept any type of chargeback from Client’s credit card company.


CONDITIONS
This Agreement will not take effect, and Consultant will have no obligation to provide services, until Client agrees to the terms of this Agreement and pays for the service.

CHANGES IN SCOPE OF WORK 
Client may request additional work be added to the Scope of Work outlined in this Agreement. If the Client requests such additional work, Consultant may, in its sole discretion, agree to the increased Scope of Work for an additional fee of Five Hundred USD ($500) an hour or an amount that will be agreed upon in writing prior to beginning such additional work.  


INDEPENDENT CONTRACTOR STATUS 
It is expressly agreed and understood that Consultant is performing services under this Agreement as an Independent Contractor of the Client and that Consultant is neither an employee nor an agent of the Client. Consultant will have sole control over the detailed method of performance of the services, and the facilities and resources needed to perform the services. Consultant agrees to pay all applicable taxes which may arise as a result of Consultant's performance under this Agreement and to comply with any and all laws and regulations applicable toConsultant’s performance or that of any employee or subcontractor. Consultant will have no authority to act, to make any representation, to enter into any contract or commitment, or to incur liability on behalf of the Client.

CLIENT’S RESPONSIBILITIES

Meetings: The time and manner of consulting meetings will be determined by Consultant and Client at a mutually agreed upon time. It is the Client’s responsibility to be available at the agreed upon time. The Client will initiate the scheduled call and dial in to the Consultant's Zoom meeting at the agreed upon time.

Timeliness: Client understands the importance of attending meetings at the mutually agreed upon and scheduled time. If Client calls past the start of the scheduled meeting time, but still within the meeting timeframe, Consultant shall meet with Client for the remainder of the original meeting time allotted. Client understands and agrees to be charged for the full meeting time scheduled even if Client is late. If Client fails to call in for a meeting and provides no notice of cancellation, Client will be charged for the full meeting time.

Rescheduling: No shows will not be tolerated or rescheduled. If the Client cannot make it at the agreed upon time, the Client the consultant via email at least 24 hours prior to the scheduled call. Calls rescheduled in less than 24 hours are subject to the Consultant's availability. Only one (1) reschedule is permitted per the terms of this agreement. Repeated requests to reschedule will not be tolerated and the Consultant will have the right to terminate the contract and retain the fees outlined above. Client acknowledges that the Consultant has turned down clients in order to reserve time for the Client, repeated reschedules result in loss of income for the Consultant.

Communication: Client understands that thorough communication is of the utmost importance throughout the consulting process. The Consultant cannot effectively assist the Client without Client’s cooperation. Client agrees to communicate honestly with Consultant, provide Consultant with any requested information related to the consulting process, be open to feedback and assistance, and actively participate in the consulting process. 

Effort: Client understands that consulting is a comprehensive process that may involve various aspects of Clients life, including but not limited to: health, finances, business, relationships, education, etc. Client understands and agrees that it is ultimately the Client’s choice on how to handle issues surrounding different aspects of Client’s life. Client understands and agrees that incorporating consulting principles and implementing choices is exclusively the Client’s responsibility.  


NON-DISCLOSURE
Parties promise and agree to:

  • Secure and protect the other Party’s Confidential Information,

  • Hold Confidential Information in strict confidence, 

  • Use Confidential Information only for purposes of carrying out each Party’s obligations under this Agreement, 

  • Refrain from using, disclosing, selling, licensing, publishing, reproducing, or otherwise making available the Confidential Information of the other party except to the extent necessary to perform the Services under this Agreement,

  • Only disclose Confidential Information to those of the Party’s officers, employees, and agents as are necessary to carry out the purpose of this Agreement; and 

  • Not disclose Confidential Information to unnecessary third parties.

For purposes of this Agreement, Confidential Information includes, but is not limited to: Consultant created courses, any plan or documents used by Consultant in the course of the Consultant-Client relationship, marketing and/or business strategies, video and audio recordings, and any other information designated as confidential by the Parties.

Information is not confidential if it is generally available or known within the internet industry, it is in the public domain, it was known to either party before this Agreement was entered into, it was independently received by either party from a third party, or it was developed independently by the Consultant or Client.


PROPRIETARY RIGHTS
The Consultant retains ownership of any intellectual property currently owned that may be incorporated to assist in the performance of the Services in this Agreement. The Client shall be the owner of all right, title, and interest in any intellectual property created stemming from the Services in this Agreement. Services shall be deemed a work made for hire in accordance with the Copyright Act, as amended from time to time. 


INTELLECTUAL PROPERTY WARRANTY
Consultant warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. The Client warrants and represents that any content or information provided to the Consultant to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the Consultant against any claim that results from the provision of such allegedly infringing content or information.

TREATMENT
Client understands and acknowledges that consulting does not involve the diagnosis or treatment of mental disorders and should not be used as a substitute for health care. It is the Client’s exclusive responsibility to seek such independent professional guidance as needed.

LIABILITY
Except as expressly provided in this Agreement, Consultant makes no guarantees, representations, or warranties of any kind of nature, express or implied with respect to the consulting services agreed upon and rendered. Consultant shall not be liable to Client for any indirect, consequential, or special damages. Notwithstanding any damages that the Client may incur, Consultant's entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Consultant under this Agreement for all consulting services rendered through and including the termination date.

ASSIGNMENT
There shall be no assignment of obligations. Neither party may assign any of its respective obligations under this Agreement without the express written consent of the other party.

NOTICE
Any notices required or permitted to be given hereunder shall be given via email to legal@toniezamora.com. Any notice shall be effective upon delivery.

TERMINATION
Either party may terminate this contract at any time for any cause before completion of the contract. This Agreement will terminate if the said Client or Consultant breaches this contract or decides to work together is not a good fit. No returns or refunds will be given. See Refunds section for more details on my return policy.

Termination before Completion: If this Agreement is terminated before the consulting relationship is complete, there are no refunds or exchanges for any of the services provided by Consultant. Whether the calls are taken or not, it is understood by both parties that there will be no refunds or exchanges due to the nature of the services provided. Both parties have read, and fully understand these terms.

MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended at any time and from time to time, but any modification or amendment must be in writing and signed by each party.

SEVERABILITY
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

FORCE MAJEURE CLAUSE 
In the event either party is unable to perform its obligations under the terms of this Agreement because of, including but not limited to: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters, or other causes reasonably beyond control, such party whose performance is affected shall notify the other party of the Force Majeure Event and its impact on performance under this Agreement. The party whose performance is affected shall use reasonable efforts to resolve any issues resulting from the Force Majeure Event to perform obligations under this Agreement. The party whose performance is affected shall not be liable for damages to the other party for any damages resulting from such failure to perform or otherwise from such causes


ENTIRE AGREEMENT
This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.

COUNTERPARTS AND FACSIMILE
For the convenience of the Parties, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

NON-DISPARAGEMENT
Client agrees to not take any actions and refrain from making any statements, whether oral or in writing, that negatively impact the Consultant’s business, services, products, or reputation.

DISPUTE RESOLUTION
If any dispute arises out of or related to a claimed breach of this Agreement or any other disagreement of any nature, type or description regardless of the facts of the legal theories which may be involved, such dispute shall be resolved by binding arbitration by a single arbitrator in the State of Washington. If Consultant is deemed the successful party to the dispute, Consultant will be entitled to costs and fees incurred in resolving or settling the dispute, in addition to any other relief to which Consultant may be entitled. The Parties agree to waive their right to a jury trial. Parties further agree that prior to arbitration,  both Parties will make a good faith effort to resolve the dispute without the necessity of outside intervention. Client further agrees that in order to be considered “a good faith effort,” Client must give Consultant written notice of any dispute about costs, fees or expenses within three (3) days of the date Client receives the Consultant’s invoice. 


VENUE AND APPLICABLE LAW
This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Washington. Both Parties agree to submit to the jurisdiction of and venue in the State of Washington. Should any claim or controversy arise between the Parties under the terms of this Agreement, such a claim or controversy shall be resolved only in the State of Washington.

REFUNDS & EXCHANGES
There are no refunds or exchanges for any of the services provided by Consultant. Whether the calls are taken or not, it is understood by both parties that there will be no refunds or exchanges due to the nature of the services provided. Both parties have read, and fully understand these terms.