Terms and Conditions

This  Terms of Service Agreement (“Agreement”) is made on the day signed by both parties between Skyline Digital Consulting, LLC  (“SDC”), a Delaware limited liability company and  the undersigned below  (“Client”).

Wherefore, in consideration of the terms stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SDC and Client agree to the following terms outlined in this proposal.

Method of Payment - Credit Card: Please note there is a 3% surcharge on credit card payments. If you prefer to pay via ACH,  please email us and we can set this up for you.

Confidential Information- Any sensitive figures, data, sales projections, budgets, sales reports etc. relating to the Client, obtained by SDC will remain confidential and will not be shared with anyone other than SDC and its vendors and suppliers as necessary, other than Client. Each party (the “Receiving Party”) agrees that it will not disclose to any third party or use any Confidential Information of the other Party (the “Disclosing Party”), except as expressly permitted in this Agreement, and that it shall take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or control, which shall in no events be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure (i) of information that is in or enters the public domain other than by reason of a breach by the Person receiving such information, (ii) of information that was in the possession of the receiving Person prior to its disclosure to such Person, or (iii) required by law, regulation, legal process, or order of any court or governmental body having jurisdiction provided, however, that prior to such disclosure, the Party who is required to disclose the information shall inform the other Party and consult with that Party as to the information which will be disclosed and, provided, further, that the information so disclosed shall be limited to that legally required to be disclosed pursuant to such law, regulation, legal process, or order of any court or regulatory / government authority.

Term and Termination- The term of this Agreement will commence upon SDC 's receipt of Client’s first monthly payment owed to SDC hereunder (“the Effective Date”) and will continue for a non-cancellable period until the six (6) month anniversary of the Effective Date (“the Initial Term”). Monthly payments are due in advance. Upon expiration of the Initial Term, this Agreement will automatically renew for additional one (1) month period (each, a “Renewal Term”). The Initial Term and each Renewal Term shall be collectively referred to in this Agreement as “the Term”. Client may avoid entering a Renewal Term by providing SDC with at least thirty (30) days prior written notice delivered to SDC before the beginning of the Renewal Term (via email is acceptable). The foregoing notwithstanding, SDC may terminate this Agreement for convenience, with or without cause, at any time on thirty (30) days prior written notice to Client. Prior to the beginning of each Renewal Term, the fees assessed hereunder by SDC may be adjusted for such Renewal Term according to the terms and conditions then in effect and will remain fixed until the next Renewal Term.  Client may elect to prepay for services for 6 months in advance and receive a 10% reduction in total fees; or, 12 months in advance and receive a 20% reduction in total fees. If any amount owing by Client under this agreement is 10 business days or more overdue, SDC may, without limiting its other rights and remedies, suspend its performance of services until such amounts are paid in full.

Client acknowledges that SDC is being engaged under this Agreement for the services in the Packages described and chosen as indicated above. Such Package will be used to market and promote Client’s business (“the Work Product”). Client acknowledges that the ownership of any of the Work Product created by SDC for Client on any third-party applications (i.e., AnnuityAi.io, CANVA, Microsoft PowerPoint, et al.) (“the Third Party Work Product”) may be limited by SDC's terms and conditions with such application. As such, SDC cannot make any representations or warranties about the ownership of any of the Third Party Work Product; and, Client agrees that Client’s use of the Third Party Work Product (during and after the Term) may be limited by such third party applications. Any photography created hereunder for Client by SDC (“the Photography”) shall be the sole and absolute property of SDC; provided however, that Client shall retain a perpetual, non-transferable license to use such photography through the end of the Term (as defined below). Other than the Third Party Work Product and the Photography, all Work Product created hereunder shall be the sole property of SDC subject to the remaining terms of this Agreement.

Ownership- Client understands and acknowledge that the software, code, proprietary methods and systems used to provide the Packages (including via any App or Third Party) ("Our Technology") are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in the Agreement grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted  according to this Agreement. Furthermore, nothing in the Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed or used  in the Packages constitute trademarks, tradenames, service marks or logos ("Marks") of SDC Advisors or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Packages will be governed by such third parties' licenses and not by this Agreement.

Miscellaneous- SDC GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, OF ANY SERVICES OR GOODS PROVIDED TO CLIENT HEREUNDER. SDC SPECIFICALLY GUARANTEES NO PARTICULAR SUCCESS WITH ANY MARKETING STRATEGY CREATED HEREUNDER. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SDC HEREUNDER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CLIENT’ PAYMENT OBLIGATIONS HEREUNDER. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 Client acknowledges that SDC may assign this Agreement to any affiliate, without the consent of Client. Client may assign any or all of its rights or interests under this Agreement to any party that agrees to be bound by its terms but only with the prior written consent of SDC .

This Agreement shall not be construed as creating any agency, partnership, joint venture, business broker engagement or other similar legal relationship between SDC and Client; nor will either of them hold itself out as an agent, partner, or joint venture party of the other party. Both Parties shall be, and shall act as, independent contractors.

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. The exchange of fax, PDF or electronic signatures of this Agreement shall be valid execution of this Agreement binding upon the Parties as if physically signed and exchanged and such Agreement shall constitute an original of this Agreement. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.pandadoc.com).

If any provision or provisions of this Agreement will, for any reason, be deemed unenforceable or in violation of law, such unenforceability or violation will not affect the remaining provisions of this Agreement, which will continue in full force and effect and be binding upon the parties hereto.

This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Colorado, without reference to its choice of law principles to the contrary. This Agreement constitutes the entire agreement between SDC and Client relating to the subject matter hereof and supersedes all other such prior or contemporaneous oral and written proposals, agreements and understandings. SDC and Client unequivocally agree that any dispute, controversy or claim arising out of this Agreement shall be settled by binding arbitration administered by American Arbitration Association in Denver, Colorado (AAA”). The rules of the arbitration will be those in use by AAA, unless SDC and Client mutually agree otherwise. The United States Arbitration Act, 9 U.S.C. Sections 1-16 shall govern the arbitration, and any judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The place of arbitration shall be Denver, Colorado. The arbitrator(s) are not empowered to award damages in excess of actual damages, including punitive damages. SDC and Client unequivocally agree that the procedures specified herein to resolve their disputes in alternative forums shall be the sole procedures for the resolution of any disputes between them arising out of or relating to this Agreement to the exclusion of any right that either SDC or Client may have to proceed in State or Federal Courts with respect to any such disputes. By agreeing to resolve their disputes in arbitration and the alternative forum described herein, SDC and Client specifically acknowledge that they are hereby waiving their rights to any trial by jury with respect to any disputes arising from this Agreement. The foregoing withstanding, all applicable statutes of limitation shall be tolled while the procedures specified herein are pending; and, SDC and Client shall take such action, if any, required to effectuate such tolling.

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