1. DESCRIPTION OF SERVICES. Beginning on April 01, 2016. B.I will provide to the following services (collectively, the "Services"):
Display the content in the main page for the first 7 day. After the 7 day promotion display the content for sale in the selected category for all the duration of the contract.
2. PAYMENT. Business Incubator LLC agrees to pay as follows:
Business Incubator will display all the content for sale in the own web site at the flats rate of $ 30.00 All the payment transaction will be process by the Business Incubator LLC gateway payment system. Business Incubator LLC. will holds in itself the whole payment received from online sales, recognizing at the suppliers of the product sold a Royaltyes of 20% of the payment received, every time should the product be purchased through www.the- businessincubator.com
In addition to any other right or remedy provided by law, if fails to pay for the Services when due, B.I has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies as described below under "Remedies on Default."
3. WARRANTIES. B.l shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in B.I's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to B.I on similar projects.
4. TERM. This Agreement will remain in effect for a period of one year.
5. WORK PRODUCT OWNERSHIP.
Any copyrightable works, ideas. discoveries, inventions. patents. products, or other infonnation (collectively the "Work Product") developed in whole or in part by B.I in connection with the Services will be the exclusive property of Upon request. B.I will execute all documents necessarv to confirm or perfect the exclusive ownership to the Work Product.
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
7. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 0 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
8. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
9. ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relavent to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator( s) shall not have the autlziiity to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by conformity with tbe decision in any court having jurisdiction. The agreement to arbitration sball be specifically enforceable under the prevailing arbitration law. Dining the continuance of any arbitration proceeding, the parties shall continue to peifomi their respective obligations under this Agreement.
10. CONFIDENTIALITY. B.I, and its employees, agents, or representatives will not at any time or in any manner, eitbei directly or indirectly, use for tbe personal benefit of B.I, or divulge, disclose, or communicate in any manner, any intonation that is proprietary to B.I and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after tbe tnmination of tbis Agreement.
11. NOTICE. Any notice or communication required or pemiitted under this Agreement shall be sufficiently given if delivned in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
12. ASSIGNMENT. Neither party may assign or transfer this Agreement without prior written consent of the other party, which consent shall not be unreasonably withheld.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
14. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
15. SEVERABILITY. If any provision of tbis Agreement sball be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, constnied, and enforced as so limited.
16.WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be const nied as a waiver or limitation of that party's right to subsequently enforce aixl compel strict compliance with every provision of this Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by and construed according to the laws of the State of California without reference to its conflicts of law principles.
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