Terms and Conditions

Intellectual Property
To the extent that we have received payment as provided in this agreement, we assigns to you all right, title, and interest in any intellectual property created or developed by us for you under this agreement.

Relationship
The performance by us under this agreement shall be that of an independent contractor, and nothing herein shall create or imply an agency relationship between us, nor shall this agreement be deemed to constitute a joint venture or partnership between us.

Termination
This agreement shall extend to and terminate upon completion of the scope work as provided in this agreement. Both parties may terminate this agreement without cause upon written notice. In the event of termination without cause, you agree to pay us for all work performed up to the date of termination or a 25% kill fee, which ever is greater (based on project total). Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at reasonable opportunity to cure the breach.

Remedies
Prior to any claim for damages being made, you must provide us with reasonable notice of any alleged deficiencies in performance and we shall have a reasonable opportunity to cure any alleged defect in performance.

Warranty
We make no warranty, express, implied or statutory, with respect to the services provided in this agreement, including without limitation any implied warranty of reliability, usefulness, merchantability, fitness for a particular purpose, non-infringement, or those arising from the course of performance, dealing, usage, or trade.

Indemnification
We shall indemnify, defend and hold you harmless against any claims brought against you to the extent we infringed any trademark, copyright or patent in the United States or misappropriated any trade secret of a third party. Subject to the preceding, you agree to indemnify, defend and hold us harmless against any claims brought against us to the extent those claims are based upon allegations that you (a) infringed intellectual property rights or (b) breached your agreement (if any) with any customer purchasing or licensing your goods or services. The foregoing obligations are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. For purposes of this section, “Claims” means losses, actions, liabilities, damages, expenses and reasonable attorneys’ fees and court costs.

Liability
In no event shall we, our employees, consultants, officers or directors be liable for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non- operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment, regardless of whether we knew or should have known of the possibility of such damages, and in no event shall our total cumulative liability, including attorneys’ fees, under this agreement exceed the fees you paid to us.

Arbitration
Any dispute arising under this Agreement shall be subject to binding arbitration by a single Arbitrator, in accordance with its relevant industry rules, if any. The parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the state of California. The arbitration shall be held in Palm Desert, California. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

Miscellaneous
If any term of this agreement is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining portions of this agreement will remain in full force and effect. This agreement constitutes the entire agreement between the parties with respect to the subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating. Both parties acknowledge that they have not been induced to enter into this agreement by any representations or promises not specifically stated.