Term & Conditions

Overall Use of KollockEdge:

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Recitals:

Whereas, Client (individual or organization that signs this agreement and purchases services & products) is desirous of virtual and digital services; as discussed more fully below; Whereas, KollockEdge is skilled and capable in the services Client needs and would like to assist; Now, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is acknowledged, the Parties do hereby agree as follows:

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Scope:

This Agreement sets forth the terms and conditions whereby KollockEdge agrees to produce certain services and/or digital products as described on this website (www.kollockedge.com). KollockEdge will be engaged for the limited purpose of providing these services to the Client.

No Employment:

Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

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Client may allow KollockEdge to act as an authorized legal representative in certain circumstances under the terms of this Agreement, but such circumstances will be agreed to by both Parties in writing beforehand.

Warranties:

KollockEdge represents and warrants that KollockEdge has the knowledge, skills and experience necessary to provide the Services. Client agrees that during the term of this Agreement, KollockEdge will agree to provide the Services per the agreed upon terms found in the Compensation Plan and this Agreement.

Nonexclusively:

By signing this Agreement, Client understands that KollockEdge may be engaged or employed in any other business, trade, profession or other activity. Client also consents to the KollockEdge being engaged in any business activities on behalf of other companies, small business owners, etc. who may be in competition with the Client. Finally, by signing this Agreement, Contractor agrees to designate appropriate time to perform the agreed upon Services for the Client as specified in this Agreement and Compensation Plan.

Availability & Expectations:

Client will generally not control the time and manner of work that KollockEdge undertakes.

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For Clients who are on the “Tailored Membership Services” subscription, you have priority in response time as KollockEdge will function as a “retainer” for the specified services under this subscription. With that in mind, there are still sometimes where KollockEdge will not be available or will have delayed response time: Holidays as specified below, from 7:00 pm – 8:00 am on weekdays, 4:00 pm – 10:00 am on Saturdays, and all-day Sundays.

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For all other clients and inquiries: KollockEdge will respond within 3 hours of inquiry if not immediately during the following time blocks (within in reason – i.e. while handling other inquiries but in order of receipt Client receives a later response): 1) Monday-Friday: 9:00 AM – 7:00 PM; 2) Saturday: 10:00 AM – 4:00 PM. KollockEdge provides their employees Sunday as a designated day off by choice – you may have response/work done but it should not be expected by the Client.

If Client reaches out to KollockEdge outside of business hours, Client agrees that the KollockEdge has the expectation to respond the following business day.

In the event of an emergency or other similar conflict, KollockEdge will give the Client as much notice as possible if there is the possibility of interruption to the Services, whether that interruption is temporary or long-term.

Holidays:

KollockEdge will be unavailable on ALL Federal Holidays as well as:

• Easter

• Mother’s Day

• Father’s Day

• Halloween

• Black Friday (Day after Thanksgiving)

• Christmas Eve

• New Year’s Eve

Please Note:

Explanation of the term unavailable for Federal holidays and additional days listed: KollockEdge will not be available by phone, email, or any other means of communication for any work-related items. Any emergencies will need to be texted to 401-248-8059. Emergency constitutes errors in social media posts, immediate changes that are needed, and other similar items. If you are just thinking ahead, having a thought download or need an opinion, these will not be designated as emergencies and will not be responded to.

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KollockEdge will not be sharing social media posts on that specific day. Holiday posts will still be made and scheduled on platforms where that is possible to automatically go out. If Client wants to see these posts on other platforms on that day, Client will need to share on their own. Otherwise, it will be shared the day before of the holiday time.

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Fees and Expenses:

All payments will be made via the website: whether subscription or individual purchases. Any fees/sales tax will be associated at the time of the purchase. Subscription payments will be automatically charged based on when the initial purchase was made. No services will be provided until payment has been made. If there is a problem with receiving payment, KollockEdge will notify you and halt all services until issue has been resolved – UNLESS the issue is the result of Wixpay.com’s platform. By signing this agreement, Client agrees to the charging system that is specified here.

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As KollockEdge is not an employee of the Client (and vice versa) and federal, state and local taxes will be responsible by each party individually for themselves.

Termination & Dispute Resolutions:

As stated previously, Client can terminate any variation of regular services at any time as the subscriptions run on a month-to-month basis. Upon termination, all fees and reimbursements shall be paid and provided to the KollockEdge as they have accrued up to the date of termination – if any exist.

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Upon termination of this agreement, or at any other time upon the Client’s written request, KollockEdge shall promptly:

• Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for KollockEdge’s use by the Client;

• Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed further elsewhere in this Agreement;

• Permanently erase all the confidential or proprietary information from any of the Contractor’s computer systems; and

• Certify in writing to the Client that Contractor has complied with the requirements of this clause

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith through documentation such as written correspondence, including but not limited to written letters, emails and/or text messages, or recorded sessions, including but not limited to visual and/or audio recordings.

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By signing this Agreement, both Parties agree upon the following outline to resolve the dispute personally and in good faith: Upon awareness of the dispute, the instigating Party will provide the first written correspondence (including but not limited to written letters, emails and/or text messages) of said dispute, disagreement or issue or will formally request in writing an in-person or virtual session that will be recorded. The receiving Party will then respond in kind by written correspondence, including but not limited to written letters, emails and/or text messages or verbally during recorded session as arranged by instigating Party with the intent to resolve said conflict wherein each Party can come to a consensus that is agreeably beneficial to both parties. Instigating Party can then provide a response or counter to receiving Party’s response either through written correspondence (including but not limited to written letters, emails, and/or text messages) or through a second arranged recorded session. The second recorded session is to be arranged in the same manner as the first – by formal written request for an in-person or virtual session. The receiving Party will then respond in kind by written correspondence, including but not limited to written letters, emails and/or text messages or verbally during recorded session as arranged by instigating Party with the intent to resolve said conflict wherein each Party can come to a consensus that is agreeably beneficial to both parties. A resolution is defined as agreeably beneficial to both parties and will be supported by written documentation which will state the agreed upon terms for the resolution, acknowledgment of the terms being agreeably beneficial for both parties, and signatures from both Parties signifying the contractual agreement from both Parties.

If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration or may immediately terminate the agreement. If arbitration is elected, the arbitration shall be conducted in the county and stated noted in the GOVERNING LAW provision of this Agreement (See Article 19). The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of the State specified in the GOVERNING LAW provision. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial regarding arbitral claims.

Confidential or Proprietary Information:

KollockEdge hereby acknowledges and agrees that KollockEdge may receive confidential and/or proprietary information relating to Client’s business. Such information may include, but will not be limited to, client lists, client contacts and/or database information, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client’s business and it has been developed or obtained over time, with significant resources involved. KollockEdge understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information will be significantly detrimental to Client. As such, KollockEdge agrees that they shall:

1. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;

2. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;

3. Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties.

4. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;

5. Inform Client immediately if KollockEdge becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

In addition, KollockEdge recognizes that the Services provided are highly personal and so will not share this information with any other potential clients. The Client acknowledges that the KollockEdge is required to follow the same rules and regulations for confidentiality for any other clients that the KollockEdge may be engaged with. Therefore, the Client hereby consents at the time of signing this Agreement to not inquire, pry or question the activities, strategies and related Services between the KollockEdge and competing clients.

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Intellectual Property:

KollockEdge agrees that all inventions, confidential and/or proprietary information, and work-product conceived, created or developed by the KollockEdge which are a) related to the Client’s actual business or research and development, or b) developed, made, or discovered by the KollockEdge in the course of the performance of KollockEdge’s duties for the Client. KollockEdge hereby assigns to the client the entire right, title, and interest in and to any works created under this Agreement and in and to all proprietary rights therein or based thereon including without limitation any and all copyrights, patents, trademarks, or other intellectual property rights relating to all work. Without limiting the foregoing, KollockEdge agrees that all work which is protectable by copyright and may constitute “works-made-for-hire” pursuant to the United States Copyright Act of 1976, (17 U.S.C. Section 101) shall be deemed to be works-made-for-hire for the Client.

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Portfolio Use:

Notwithstanding the foregoing, KollockEdge shall be permitted to use all produced items of work KollockEdge’s professional portfolio, after such items have been made public by the Client. Nothing contained herein shall limit KollockEdge’s such right.

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Indemnification:

KollockEdge and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

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Survival:

Any provision of this Agreement which is by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.

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Governing Law:

This Agreement shall be governed by and construed in accordance with the internal laws of Pennsylvania without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder: Providence County.

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Benefit:

This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and assigns.

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Notices:

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties and sent to the designated contact information on the first page of this Agreement. All notices shall be delivered by email or through website ONLY. Except as otherwise provided in this Agreement, a Notice is effective only if a) the receiving party has received the Notice and b) the party giving the Notice has complied with the requirements of this Section.

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Force Majeure:

KollockEdge is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

Headings:

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

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Entire Agreement; Modification:

The agreement embodies the entire agreement between the Client and Contractor relating to the subject matter hereof. This Agreement may be changed, modified, or discharged after the execution of this Agreement. Client will be notified at least 30 days in advance before any changes are made.

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By checking the “I’ve read and accept” box, you hereby agree to this agreement in its entirety, including the specified details for each plan, service, subscription, etc.

Membership Details:

Membership works on a month-to-month basis. You can cancel services at any time but will be responsible for payment of any services rendered. Services will begin upon first initial payment. Client will be charged each month on a subscription basis indefinitely – Client must elect to cancel services to remove the automatic payments. If Client cancels base membership services, any add-ons are also removed and are bumped down into an “A la cart” pricing or with an agreed upon custom service plan (agreed upon custom service plan MUST BE SET IN WRITING AND SIGNED BY BOTH CLIENT & KOLLOCKEDGE).

Monthly Marketing Add-Ons:

Just like with memberships, these services are on a month-to-month basis. You can cancel services at any time but will be responsible for payment of any services rendered. Services will begin upon first initial payment. Client will be charged each month on a subscription basis indefinitely – Client must elect to cancel services to remove the automatic payments. Client is able to remove monthly marketing add-on services individually and keep others or the base membership service. All interchangeable – just be aware that when services are cancelled, KollockEdge will be finishing any incomplete projects that were already paid for and provide you with a breakdown of what has not been paid for (but was planned together in advance) upon canceling the add-on.

Consultation & Training Details:

All individual consultation and training sessions will be charged with an initial 1 hour (minimum) at sign up – can elect for higher at payout but must start with an hour. Any additional hours required will be charged upon completion of the session. All individual consultation & training sessions will be recorded to accurately determine length of time. Will round up as needed (1 hour and 10 minute call will be charged for 1.5 hours).  For group training sessions, the length of time for session, travel arrangements, and other needed equipment provided by KollockEdge will be determined PRIOR to the day of group training and will be included in charge for the session(s). This MUST BE PAID PRIOR TO DAY OF TRAINING SESSION(S). If not paid, training will not commence.

“A La Cart” Products & Designs by Request Details:

In order to receive a copy of the digital products, Client must purchase via the website before given the ability to download the products. Copyright has now been transferred to the Client to use as desired but know that the design and content can be purchased and used by other Clients. Images shown on the website with the watermark is still the property of KollockEdge until you pay to receive a clean copy and have transferrable ownership to use. KollockEdge will prosecute any use of our products without proper payment to the full extent of the law.