TERMS AND CONDITIONS OF CLIENT SERVICE AGREEMENT
These Terms and Conditions for the Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”). Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement. By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:
Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.
Covered Services. It is understood that these Terms and Conditions apply to all services provided by Crisp to Client. This explicitly includes any future, additional, or subsequent services provided by Crisp to Client beyond those contemplated in the Agreement.
Payment. Payment is due from Client to Crisp prior to service. The Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc. In Crisp’s sole discretion, Crisp may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front, in which case payment is due within 15 days of any invoice provided.
Late Payments. Any payments not paid within 10 calendar days of the due date therefore, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.
Cancellations or Rescheduling. Cancellation or rescheduling of a Shoot or Training within 15 business days of the confirmed date shall be subject to a rescheduling fee of $1,000.
ACH Debits. Client agrees to provide payment(s) to Crisp via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to Crisp. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. Crisp may initiate a debit transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction, including but not limited to those that may be incurred by Crisp by virtue of such transaction. Client recognizes that Client’s or Crisp’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release Crisp from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.
Credit Card Payments. Client agrees to provide payment(s) to Crisp via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to Crisp. Unless revoked in writing, Crisp may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may be incurred by Crisp by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release Crisp from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.
Recurring Billing for Social Stack, ELITE, PREMIER, Crisp Experience, and Thought Leadership. Any recurring billing packages (including but not limited to Crisp’s ‘Social Stack’, ‘ELITE’, ‘Crisp Experience’, and ‘Thought Leadership’ packages) shall automatically renew for additional terms of equal length to the immediate preceding term unless Client notifies Crisp in writing of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).
Recurring Billing for CrispX/Game Changer Packages. Any recurring billing packages (including but not limited to Crisp’s ‘CrispX/Game Changer’ packages) shall automatically renew for additional terms of equal length to the immediate preceding term unless earlier terminated by the Client by providing written notice to Crisp of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).
Crisp Focus Retreats. In addition to the Services contemplated and agreed upon with Crisp upon onboarding, any existing Crisp Coach Members shall have the opportunity to enroll in Crisp Focus Retreat Services for an additional monthly fixed rate. The Focus Retreat Fees shall be due and payable on or before the first of each month regardless of whether the Client actively participates in or takes full advantage of the Crisp Focus Retreat Services. By electing to participate in Crisp Focus Retreats, the Client agrees to authorize Crisp to bill the first month’s fees immediately upon enrollment by charging the payment method that Crisp has on file for that Client. Crisp Focus Retreats Services shall be offered on 12 month terms or for the remainder of the Client’s current term, whichever is greater. The Crisp Focus Retreats enrollment shall automatically renew for terms of equal length to the previous term unless the Client provides written notice of its intent to not terminate the services within thirty days of the expiration date of the then current term.
Crisp Focus Retreat Services shall be rendered onsight at the Client’s designated premises, and the Focus Retreat Fees shall include one full day onsite visit per quarter (every 90 days). If a Client fails to schedule an onsite visit within a 90 day period then no refund shall be available and no rollover onsite visit shall be applied. The Crisp Focus Retreat Services are offered on a strictly “Use It or Lose It” basis. For any Clients that enroll in the Crisp Focus Retreat Services at the 2023 Crisp Summit, said Clients shall have until March 31, 2024 to schedule their first onsite session before losing it. The Client hereby releases and forever discharges Crisp, its employees, agents, and representatives from any and all liability, claims, demands, actions, or causes of action, whether at law or in equity, arising from or in connection with Crisp Focus Retreat Services contemplated herein.
Crisp Recruit. In addition to the Services contemplated and agreed upon with Crisp upon onboarding, any existing Crisp Coach Members shall have the opportunity to enroll in Crisp Recruit Services for an additional monthly fixed rate. The amount of the additional monthly rate (“Recruit Fees”) shall be dependent upon the Program Tier enrolled in by the Client. The Recruit Fees shall be due and payable monthly regardless of whether the Client actually hires or engages candidates sourced by Crisp. Crisp Recruit Services will be offered on 12 month terms that will auto renew for subsequent 12 month terms unless otherwise terminated by Client in accordance with the Notice Requirements established herein. Clients must be proactively in the process of role scoping candidates within their current term of Crisp Recruit Services in order to remain eligible for the Program.
Crisp Recruit Services will focus exclusively on sourcing and identifying qualified candidates as such relate to Operational Roles, including but not limited to office administration roles, executive assistants, C-Suite roles, and other back office functions. For the avoidance of doubt, Crisp Recruit Services does not extend to legal roles. Crisp will only recruit for one position at a time for each Client. Crisp may modify this policy at the sole and exclusive discretion of Crisp.
If Clients choose to engage a candidate sourced by Crisp, whether as a W2 employee or a 1099 independent contractor, said candidate shall be eligible to participate in six months (the “Membership Trial”) of the Crisp Experience Program free of charge following the initial 90 days of Client onboarding the candidate and so long as the Client is an active Crisp Coach Member in good standing. Upon completion of the Membership Trial, and unless expressly rejected by the Client in writing prior to the expiration of the Membership Trial, each candidate shall be subsequently enrolled in a 12 month term for the Crisp Experience in which the Client shall be billed $1,000 per month for each candidate enrolled. This 12 month term shall automatically renew for successive 12 month terms unless the Client provides written notice of termination no less than thirty days prior to the expiration of any term.
Crisp will provide a limited Guarantee Period (initial 90 days of employment or engagement by Client) for each candidate that Crisp sources and the Client engages. Should the candidate voluntarily resign or be terminated by the Client for any reason during the Guarantee Period then Crisp will make reasonable efforts to provide the Client with a suitable replacement candidate as quickly as possible, at no additional charge.
The Client hereby releases and forever discharges Crisp, its employees, agents, and representatives from any and all liability, claims, demands, actions, or causes of action, whether at law or in equity, arising from or in connection with the employment or engagement by the Client of any candidate sourced by Crisp. The Client acknowledges that the recruitment and selection of candidates are conducted to the best of Crisp’s ability, based on information provided by the candidates and as per industry standards. The Client assumes all responsibility for the performance, conduct, and any employment-related matters concerning the candidates sourced hereunder. The Client agrees to indemnify and hold Crisp harmless from any claims, liabilities, or expenses, including attorney’s fees and court costs, arising out of or in connection with any actions, omissions, or disputes related to the employment relationship or engagement with any candidates sourced by Crisp.
Dispute Resolution Notice. Client agrees to provide Crisp with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to Crisp, within six (6) months after any such claim, dispute, or controversy arises. Client must provide written notice via certified mail, return receipt requested, to: The RAD Firm, LLC, 1785 E. Park Place Blvd. #871344, Stone Mountain, GA 30087 Attn: Robert D. Adamson, Jr. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against Crisp, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay Crisp’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
Limitation of Liability. IN NO CASE SHALL CRISP, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF CRISP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
IN NO EVENT WILL THE AGGREGATE OF EACH OF CRISP, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST CRISP (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF CRISP, EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, CRISP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND CRISP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.
Client Representations and Warranties; Indemnity. Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms and conditions of this Client Service Agreement, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions. Client agrees to indemnify and hold harmless Crisp and the Crisp Parties from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising from or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions of these Terms and Conditions.
Legal Agreement. Client hereby warrants and agrees that the Terms and Conditions contained in this Client Service Agreement constitute a legal agreement between Client and Crisp and governs all services provided by Crisp to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.
Waiver. Crisp’s failure to enforce or demand strict compliance of any right or provisions in the Agreement will not constitute a waiver of such or any other provision.
Intellectual Property Rights. As the creator of all Images (as defined below) made hereunder, Crisp shall retain all intellectual property rights, in perpetuity and regardless of possession, of all Images, including but not limited to any copyrights with respect to the same. As used in this Agreement, “Image” means all work-product produced and/or taken by Crisp, including but not limited to any photograph, video, raw footage, digital and/or audio, and any other works made by Crisp while performing the Services, in any format and/or method whatsoever, whether now existing, or later created or developed. Client shall not reproduce Images in any manner without Crisp’s explicit written permission. Client recognizes and agrees that Crisp may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Images created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.
Confidential Information and Trade Secrets.
“Confidential Information” is defined in O.C.G.A. §13-8-51(3) means data and information relating to the Crisp’s business, regardless of whether the data or information constitutes a Trade Secret as that term is defined by Georgia law, which data or information: (a) is disclosed to Client or of which Client becomes aware as a consequence of the Client’s relationship with Crisp; (b) has value to the Crisp; (c) is not generally known to competitors of Crisp; and (d) which includes, but is not limited to, Trade Secrets, methods of operation, business processes, course training material, names of customers, price lists, salary and/or pay rates, financial information and projections, personnel data, internal company emails, and similar information.
“Trade Secrets” is defined in O.C.G.A. §10-1-761(4) and means any Confidential Information described above without regard to form which: (i) is not commonly known by or available to the public; (ii) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Client agrees that all Confidential Information and Trade Secrets and all physical embodiments thereof are confidential to Crisp and will remain Crisp’s sole and exclusive property. Client warrants and agrees that, during the term of service and thereafter, Client will not reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Trade Secrets, will not take any action causing, or fail to take any action to prevent, any Trade Secret to lose its character as a Trade Secret until and unless such Trade Secrets lose their status as Trade Secrets through no fault, either directly or indirectly, of Client. Client further warrants that, during the term of service and thereafter, Client will not reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Confidential Information and will not take any action causing, or fail to take any action to prevent, any Confidential Information to lose its confidential character, unless such Confidential Information loses its confidential status through no fault, either directly or indirectly, of Client. All Confidential Information, Trade Secrets, and other Crisp records, files, memoranda, reports, lists, materials, drawings, designs, proposals, plans, sketches, documents, computer programs, disks, computer printouts and the like (together with all copies thereof) relating to the business of Crisp, which Client came in contact with in the course of its relationship with Crisp are the sole property of Crisp. Client shall return all such materials and products to Crisp upon request by Crisp or immediately upon the end of Client’s relationship with Crisp.
Client’s Usage. Without limiting the foregoing, copyright for all footage filmed/photographed will be owned by Crisp; provided that, with the exception of any raw footage and upon Client’s full payment of the Program Price and any and all other services rendered by Crisp, Crisp shall grant to Client an irrevocable license to use the final video product for any purpose, including but not limited to for the promotion, marketing and sales of Client’s goods or services. The Client may request the option to purchase a copy of the raw footage which shall be delivered to Client on an external hard drive for a fee of $4995 payable upon order.
Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but Crisp is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Image in an additional format or size, but Crisp is under no obligation to make such a sale or license.
Presentation. A presentation of the Images produced by Crisp is ordinarily sent to Client digitally or made available on an online gallery. Artistic enhancements or touch-ups of Images are included at Crisp’s sole discretion.
Retention Period. Crisp agrees to retain Images for a minimum of three months after such Images are taken. Client shall have no right to obtain any Images from Crisp after this period of time, irrespective of whether Crisp has retained or continues to utilize such Images as Crisp desires.
Requested Photos. While Crisp will make reasonable efforts to take photos and/or Images specifically requested by Client, Client understands that all services performed by Crisp are at an uncontrolled event and that due to the vagaries of the weather, available light, time restrictions, and willingness of subjects, Crisp cannot ensure that requested photos will be taken.
Cancellation. Client understands and agrees that Crisp reserves specified times and dates for Client. Accordingly, payments are non-refundable even if Client cancels the request for Crisp’s services, cancels the event, or changes the date of the event. Crisp may choose, at Crisp’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to Crisp; similarly, Crisp may choose, at Crisp’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that Crisp shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for Crisp’s services, cancels the event, or changes the date of the event.
Termination. This Agreement may be terminated by either party if the other party commits a material breach of any of its obligations under the terms of this Agreement and fails to cure such breach within ten (10) days following receipt of written notice from the non-defaulting party with the particularities of such breach. Should the Client terminate this Agreement for any reason other than a material breach of contract by Crisp prior to the natural expiration of the agreed term of the Agreement and any extensions thereto then the Client shall pay an “Early Termination Fee” equal to sixty percent (60%) of the remaining contractual balance then owed at the time of termination, which shall include ALL Crisp Programs and Services enrolled in by the Client at the time of such premature termination. The Early Termination Fee shall be due within ten (10) days of Crisp receiving notice of the Early Termination from Client.
Excused Performance. Crisp shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by Crisp, including but not limited to, fire, war, transportation problems, acts of God, pandemics, technical problems, or any other reason deemed appropriate in Crisp’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes Crisp provided, however, that under no circumstances shall Crisp be required to pay any monies or make any refund to Client.
Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by Crisp. These Terms and Conditions may be modified by Crisp on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from Crisp. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by providing written notice stating Client rejects the modification to Crisp’s legal counsel, via certified mail, return receipt requested, at The RAD Firm, LLC, 1785 E. Park Place Blvd. #871344, Stone Mountain, GA 30087 Attn: Robert D. Adamson, Jr. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless Crisp and Client agree otherwise.
Unenforceable Provisions. If any provision of this Agreement or the Terms and Conditions herein, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
Headings and Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Notice Precursor to Action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against Crisp, Client must provide written notice to Crisp’s legal counsel, via certified mail, return receipt requested, at The RAD Firm, LLC, 1785 E. Park Place Blvd. #871344, Stone Mountain, GA 30087 Attn: Robert D. Adamson, Jr, which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under this Agreement. Client agrees to pay Crisp’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with Crisp, including but not limited to claims arising out of or related to the Agreement and any services provided by Crisp to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.
Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING CRISP, SHALL BE RESOLVED BY BINDING ARBITRATION BEFORE ONE ARBITRATOR IN ACCORDANCE WITH COMMERCIAL RULES OF ARBITRATIONS AS PROMULGATED BY THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH ARBITRATION INITIATED UNDER THIS AGREEMENT SHALL BE HELD EXCLUSIVELY WITHIN ATLANTA, GEORGIA. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT CRISP FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. THE PREVAILING PARTY IN ANY SUCH ARBITRATION SHALL BE ENTITLED TO RECOVER ALL COSTS OF ARBITRATION AND ITS REASONABLE ATTORNEY’S FEES FROM THE NON-PREVAILING PARTY.
Release and Indemnity. Client releases Crisp, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “Crisp Parties”) from any and all liability for, and agrees to indemnify and hold Crisp Parties harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by Crisp Parties, irrespective of Crisp Parties’ negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) Crisp Parties’ breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of Crisp Parties ‘conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement. Client agrees to obtain insurance coverage, including a project specific insurance policy or policies, an owner’s or contractor’s protective insurance policy, an owner controlled insurance policy, or a contractor controlled insurance policy, to cover any and all such requirements and obligations specified in this paragraph.
Non-Solicitation Covenant. In order to safeguard both the Confidential Information and the business relationships of Crisp, the Client agrees as follows: the Client agrees that for a period of twenty-four (24) months following the termination of this Agreement for any reason, the Client shall not, on the Client’s own behalf or on behalf of any person or entity, solicit, contact, or call upon any Customer, or any representative of any Customer of Crisp, with a view to sell or provide any product or service competitive with any product or service sold or provided by Crisp during the Client’s relationship with Crisp, provided that the restrictions set forth in this section shall apply only to Customers of Crisp, or representative(s) of Customers of Crisp, with which the Client had contact with as a result of Client’s relationship with Crisp.
Non-solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by Crisp to Client, Client will not hire any employee, contractor, or agent of Crisp and will not, either directly or indirectly, solicit, induce, recruit, or encourage any Crisp employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of Crisp, either on behalf of the Client or for any other person or entity.
Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and substantial damage to Crisp, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, Crisp shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both Crisp and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes Crisp to recruit and train its employees, contractors, and agents. Both the Client and Crisp mutually agree that this provision is reasonable and not a penalty. Client and Crisp waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.
Non-Disparagement. During the term of this Agreement and following the termination of this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning Crisp or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by Crisp.
Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that Crisp frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to Crisp within 30 days of when said payment is due shall be considered a material breach of the Agreement. For the avoidance of doubt, any early cancellation and/or termination of this Agreement by the Client that is for any reason other than a non-curable material breach by Crisp shall constitute a material breach and all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach.
Covenant not to Sue. Client provides Crisp a release and covenant not to sue Crisp for any and all reasons, related to this Agreement or otherwise.
No Beneficiary. It is understood and agreed that Client and Crisp are the sole parties to the Agreement, and the services provided pursuant to Agreement by Crisp for Client is solely for the benefit of Client.
Ambiguity. This Agreement and the Terms and Conditions herein, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either Crisp or Client.
Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in Atlanta, Georgia. Crisp and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.
Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.
Entire Agreement. These Terms and Conditions constitute the entire agreement between Client and Crisp with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.