Section 1. Applicability
- These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Business Leaders of Colors, LLC (“BLOC” or the “Company”) to a registered BLOC member (the “Customer”).
Section 2. Services
- BLOC shall provide the following services (the “Services”) to the Customer:
- access to an online community of business leaders, service providers, merchants, and community partners;
- access to workshops and resources relating to small-business development and management;
- online presence through a customizable public profile whereby the Customer may reach potential customers and partners;
- discounted membership rate for Tompkins County Chambers of Commerce; and
- other discounts and access to events as may become available.
- BLOC may, from time to time, change the Services without the consent of the Customer.
Section 3. Customer’s Obligations.
The Customer shall:
- cooperate with BLOC in all matters relating to the Services;
- respond promptly to any BLOC request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for BLOC to perform Services in accordance with the requirements of this Agreement;
- provide such of the Customer’s materials or information as BLOC may reasonably request and the Customer considers reasonably necessary to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and
- obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services.
Section 4. Customer’s Acts or Omissions.
If BLOC’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or its agents, subcontractors, consultants or employees, BLOC shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by the Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Section 5. Fees and Expenses;
- In consideration of the provision of the Services by BLOC and the rights granted to the Customer under this Agreement, the Customer shall pay the fee annually, due each year on the same day and month as the date of the first payment of the membership fee (the “Membership Payment Due Date”).
- The Customer shall make all payments hereunder in US dollars by check or online credit card transaction.
- BLOC reserves the right to change the amount of the annual fee, provided that BLOC gives the Customer 30 days’ notice of such change.
- BLOC shall notify the Customer 30 days prior to the Membership Payment Due Date.
- In the event payment is not received by BLOC 30 days after the Membership Payment Due Date, BLOC may suspend performance for all Services until payment has been made in full.
Section 6. Taxes.
- The Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by the Customer hereunder.
Section 7. Intellectual Property.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to the Customer under this Agreement or prepared by or on behalf of BLOC in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of the Customer or the Customer’s materials, shall be owned by BLOC. BLOC hereby grants the Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
Section 8. Confidential Information.
- All non-public, confidential or proprietary information of BLOC, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by BLOC to the Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Customer without the prior written consent of BLOC. Confidential Information does not include information that is:
- in the public domain;
- known to the Customer at the time of disclosure; or
- rightfully obtained by the Customer on a non-confidential basis from a third party.
- The Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
- BLOC shall be entitled to injunctive relief, as well as any other remedy, for any violation of this Section.
Section 9. Representations and Warranties.
- BLOC represents and warrants to the Customer that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
- BLOC shall not be liable for a breach of the warranty set forth in Section 10(a) unless the Customer provides written notice of their dissatisfaction with the Services.
- Subject to Section 9(b), the Customer shall be entitled to a refund equal to the percentage of the annual fee representing the difference between the next Membership Payment Due Date and the date of written notice to BLOC.
- THE REMEDIES SET FORTH IN SECTION 9(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND BLOC’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(a).
Section 10. Disclaimer of Warranties.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(a) ABOVE, BLOC MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Section 11 Limitation of Liability.
- IN NO EVENT SHALL BLOC BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BLOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL BLOC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BLOC BY THE CUSTOMER PURSUANT TO THIS AGREEMENT.
- The limitation of liability set forth in Section 11(b) above shall not apply to (i) liability resulting from BLOC’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from BLOC’s negligent acts or omissions.
Section 12. Termination.
In addition to any remedies that may be provided under this Agreement, BLOC may terminate this Agreement with immediate effect upon written notice to the Customer, if the Customer:
- fails to pay the annual fee under these Terms;
- engages in behavior that BLOC feels is detrimental to its service or to the atmosphere BLOC is trying to promote, provided that BLOC provides a reasonable refund; or
- has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part.
Section 13. Waiver.
No waiver by BLOC of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by BLOC. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege available to BLOC hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 14. Force Majeure.
BLOC shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of BLOC including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Section 15. Assignment.
The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of BLOC. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.
Section 16. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Section 17. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Section 18. Governing Law.
- All matters arising out of these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
- Subject to Section 19 of these Terms, any legal suit, action or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the federal courts of the United States located in the City of Syracuse and County of Onondaga, or the courts of the State of New York located in the City of Ithaca and County of Tompkins, although BLOC retains the right to bring any suit, action or proceeding against the Customer for breach of these Terms in the Customer’s country of residence or any other relevant country. The Customer waives any and all objections to the exercise of jurisdiction over the Customer by such courts and to venue in such courts.
Section 19. Mediation.
If a dispute arises out of or relates to these Terms, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation within 30 days administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to litigation. In the event that the parties are unable to agree on a mediator, the named administrator shall appoint a mediator.
Section 20. Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to firstname.lastname@example.org or to such other address that may be designated by the receiving party in writing. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Section 21. Severability.
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Section 22. Survival.
Provisions of this Agreement, which by their nature should apply beyond their term, will remain in force after any termination or expiration of the Agreement including, but not limited to, Sections 7, 8, 18, 19, and 21.
Section 23. Amendment and Modification.
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.