1. Performance of Services. The Snyder Group will provide the services set forth in this Services Proposal (the “Proposal”) and any subsequent schedules executed by the parties. Each Proposal shall set forth the type of services to be performed and the related fees. Fees shall be subject to change by The Snyder Group upon notice to the Client. Client agrees to pay for the actual services provided by The Snyder Group at the rate specified in this Proposal. In the event that Client fails to pay any amount herein when it becomes due, Client agrees to pay a fee of 1.5% (or the highest rate permissible) of the unpaid fees that are due for each month such fees remain unpaid.
2. Term. This Proposal will become effective on the date (the “Effective Date”) it is accepted by Client and will continue as proposed unless terminated under the provisions of this Proposal (the “Initial Term”). Following the end of the Initial Term, this Proposal will automatically convert to a month-to-month agreement based on the same provisions contained herein (the “Renewal Term”). Either party may terminate this Proposal during the renewal term upon 90 days’ notice to the other party.
3. 90-Day Cancellation Terms.
i. Notice of Cancellation: Either party may terminate this Agreement by providing a written notice of cancellation to the other party. Such notice must be received at least ninety (90) days prior to the desired termination date.
ii. Method of Notice: The notice of cancellation must be provided in writing, either via email with a read receipt or via certified mail, to ensure confirmation of receipt.
iii. Effect of Notice: Upon receipt of the cancellation notice, all services provided under this Agreement will continue to be performed in a professional and diligent manner until the expiry of the 90-day notice period. Billing
iv. During Notice Period: The Client shall remain responsible for the payment of all fees and expenses incurred until the termination of the Agreement becomes effective. This includes payment for the month in which the notice is given and for the subsequent months until the 90-day notice period is completed.
v. Early Termination Fee: In the event that the Client wishes to terminate the Agreement before the completion of the 90-day notice period, an early termination fee equivalent to the charges that would have been incurred during the remainder of the notice period shall be payable.
vi. Completion of Work in Progress: Any work in progress at the time of receipt of the cancellation notice will be completed and delivered as agreed, and the corresponding fees for such work shall be payable by the Client.
vii. Return of Materials: Upon termination of this Agreement, each party shall return to the other any property, documentation, records, or confidential information that is the property of the other party.
viii. Survival of Obligations: The termination of this Agreement shall not relieve either party of any obligations that have accrued up to the date of termination.
ix. Amendments: No amendment, change, or modification of this clause shall be valid unless in writing and signed by both parties.
4. No Guarantees. While The Snyder Group prides itself on the results it achieves for its clients, The Snyder Group makes no representations or warranties as to the results the Client will achieve. Client acknowledges that the specific results that Client will achieve as a result of services performed by The Snyder Group may differ from the results other clients of The Snyder Group have received and that The Snyder Group has no control over third-party platforms or algorithms that will impact Client’s specific situation.
5. LIMITATION OF LIABILITY. THE SNYDER GROUP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE CLIENT OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF THE SNYDER GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. THE SNYDER GROUP IS NOT RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT THE CLIENT MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO THE SNYDER GROUP BY THE CLIENT PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SNYDER GROUP.
6. Independent Contractor. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
7. Assignment. This Agreement may not be assigned by Client without the prior written consent of The Snyder Group but may be assigned by The Snyder Group (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of The Snyder Group’s assets. Any purported assignment in violation of this section shall be void.
8. Disputes; Governing Law. Connecticut law will govern and enforce this Proposal. Any litigation between Client and The Snyder Group will take place in any state court located within the State of Connecticut. Client and The Snyder Group waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. Client and The Snyder Group agree that in the event any litigation is to occur between the parties, the prevailing party in such litigation will be permitted to collect any fees, including, but not limited to, reasonable attorney fees, incurred as a result of such litigation.
9. Complete Understanding; Modification. This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between Client and The Snyder Group and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Client and The Snyder Group.
Waiver and Severability. Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.