Terms & Conditions

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 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. Termination.  Unless permitted under other specific clauses of this Proposal, either party may terminate this agreement with reasonable cause immediately by giving written notice of termination to the other party. For purposes of this Proposal, “reasonable cause” shall be defined as a material violation of this provisions herein, or any act exposing the other party to liability to third parties for personal injuries or damage to property, real or personal. In the event that Client improperly terminates this Proposal or The Snyder Group terminates this Proposal for reasonable cause during the Initial Term, Client agrees that The Snyder Group may accelerate the remaining fees Client owes to The Snyder Group for the Initial Term and such fees will be due immediately.
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 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 CLIENT MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO THE SNYDER GROUP BY 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