1. DEFINITIONS
1.1 As used in these Terms and Conditions, “Company” means Julia Shanks Food Consulting, and “Client” means the individual or company subscribing to the Services.
1.2 “QBO” means a QuickBooks Online account, which is an online accounting software service that can be purchased by Client through the following link: https://quickbooks.intuit.com/signup/core/?bc=USP-BA4
1.3 “Services” means the services provided by Company when Client: (i) has signed up for QBO; (ii) identifies Company as its “accountant” in the QBO online settings; and (iii) establishes an online billing account with Company for future billings of QBO. The Services include, but are not limited to:
- Complimentary membership to The Farmer’s Edge Premium Membership
- Free access to The Farmer’s Office Video Library
- Free access to The Farmer’ Office Live Webinars
- Discounts on one-on-one coaching with Julia Shanks
- Virtual Office Hours where you can talk with Julia Shanks to address your specific concerns
- QBO account billing through the Company
2. CLIENT RESTRICTIONS AND RESPONSIBILITIES
2.1 Client agrees to use the Services only as intended by Company and all applicable laws and regulations.
2.2 Client is responsible for obtaining and maintaining its equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
3. COMPANY’S CONFIDENTIALITY AND PERFORMANCE OBLIGATIONS
3.1 Company understands that Client has disclosed or may disclose to Company its business, technical, financial or other non-public information relating to Client’s business, including but not limited to Client’s QBO information (collectively, “Client Data”). Company agrees: (i) to take commercially reasonable precautions to protect Client Data, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any Client Data.
3.2 Notwithstanding Company’s access to Client data, Client shall own all right, title and interest in and to Client Data, and Company will not make any changes to Client Data without prior consent from Client.
3.3 Company shall have the right to collect and analyze Client Data and other information relating to the provision, use and performance of the Services, and Client authorizes Company to: (i) use Client Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose Client Data solely in aggregate or other de-identified form in connection with its business.
4. PAYMENT OF FEES
4.1 Client will pay Company the then-applicable fees for the Services (the “Fees”). Company reserves the right to change the Fees upon thirty (30) days prior notice to Client (which may be sent by email).
4.2 Client shall be responsible for any taxes associated with provision of the Services.
5. TERM AND TERMINATION
5.1 This Agreement has no specific term, and either party may terminate this Agreement upon thirty (30) days prior notice to the other party.
5.2 In the event that Client fails to make payment to Company for QBO as provided in this Agreement, Company may terminate, with prompt prior notice, Client’s access to its QBO.
5.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment or refund, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. Company cannot and does not warrant that the Services will be uninterrupted. The Services are provided “as is,” and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
7. LIMITATION OF LIABILITY
Neither party to this Agreement shall be liable to the other: (a) for error or interruption of use, or for loss or inaccuracy or corruption of data, or cost of procurement of services of technology, or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond a party’s reasonable control; or (d) for any amounts that, together with all other claims, exceed the fees paid by Client to Company for the Services in the twelve (12) months prior to the act that gave rise ot the liability, in each case, whether or not the potentially liable party has been advised of the possibility of such damages.
8. FORCE MAJEURE
Neither party shall not be in default of its obligations under this Agreement, to the extent that its performance is delayed or prevented by causes beyond its control, including but not limitedto acts of God, acts of any governmental body, fire, flood, unavailability of or interruption of or delay in telecommunications or third-party services, virus attacks or hackers, or power used for delivery of the Services.
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without such consent. This Agreement is the complete and exclusive understanding of the parties and supersedes all previous written and oral agreements, communications and understandings relating to the subject matter hereof. All waivers and modifications of this Agreement must be in a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Client nor Company has any authority to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions, and all disputes arising from, relating to or concerning this Agreement shall be commenced exclusively in the state or federal courts in Suffolk County, Massachusetts, as to whose jurisdiction and venue the parties hereby agree to submit, to the exclusion of all other courts, jurisdictions and venue.