Terms and Conditions of Service

Strong Heritage Risk Advisors, LLC
Terms and Conditions of Service

By purchasing the selected package(s), Client agrees to the following:

  1. Services. During the Term (as defined in Section 4 hereof), Service Provider shall perform the tasks described in the package selected as they appear at the time of purchase (the “Services”), such descriptions being incorporated herein by reference. These Terms and Conditions of Service shall apply to all Services purchased by Client or rendered by Service Provider with the consent of Client. The Terms and Conditions of Service may be updated or amended at any time, without notice. In the event Client objects to any updated or amendment to these Terms and Conditions of Service, Client may request Service Provider cease all Services at the conclusion of the Term. The Services are to be provided in a first-class professional manner at all times, pursuant to applicable industry standards and the terms hereof in all material respects.  
  2. Compensation. Client agrees to provide Service Provider, and Service Provider agrees to accept, as full and complete consideration for the Services and any Deliverables (as defined in Section 3 hereof), the following compensation:
    1. Fee. 
      1. Subject to Service Provider’s fulfillment of its obligations hereunder in all material respects, Client may select the Fee for the Term, as follows:
        1. If Client selects a fee equal to Four Thousand Five Hundred U.S. Dollars ($4,500), the fee is paid once annually for the duration of services; or,
        2. If selected by Client, a fee equal to Four Hundred Twelve U.S. Dollars and Fifty Cents ($412.50) paid per month during the Term, with a minimum Term of 12 months; and,
        3. In either instance, such payments, as well as any additional sums owed by Client to Service Provider under the terms of this Agreement, shall be referred to herein as the “Fee”.
      2. For all additional Services, not covered by the above monthly fee, Client agrees to pay Service Provider the amount of One Hundred Fifty Dollars ($150.00) per hour for all time spent on such additional Services.
      3. In the event Client requests Services from Service Provider outside of business hours or on a schedule sooner than Service Provider initially agreed, all such Services shall be subject to an additional fee of $225.00 per hour for such Services.
    2. Out-of-Pocket Expenses. In addition to the Fee, Client shall be responsible for the following, as applicable:
      1. Service Provider’s reasonable, necessary, and documented out-of-pocket expenses incurred in connection with its rendition of Services (including travel and related expenses, materials, international communication charges, Federal Express charges, third party vendor charges, subscription fees, and other pre-approved third party charges) (collectively, the “Expenses”). The following shall not be included as an Expense: (i) travel between Service Provider’s offices and Client’s offices, if located within one hundred (100) miles of Service Provider’s office; or (ii) Service Provider’s overhead expenses (i.e., its general office expenses, including without limitation, local telephone, telecopying, photocopies, videoconference, food, ordinary U.S. mail postage, and similar overhead office operating expenses).
      2. All Expenses must be approved, in writing and in advance, by Client, excepting only those Expenses that are, individually, equal to $75 or less. Unless not practically possible, approvals will be provided by Client in writing (including email), but if time does not permit, approvals can be made orally with written confirmation, such as conference reports, to follow. All Expenses must be billed to Client at Service Provider’s ‘net cost’ only; i.e., without markup of any kind. Service Provider shall use all commercially reasonable efforts to take advantage of any cash discounts provided in connection with any and all Expenses.
    3. Payment. 
      1. Payment of the Fee shall be made as agreed at the time of purchase. For the one time annual Fee option, payment in full is to be made at time of purchase. For the monthly Fee option, Payment is to be made per month on the same date as the Effective Date, or the last day of the month in the event a month does not extend to the date of the Effective Date for that month. Payment of any additional Fee or other sum invoiced by Service Provider to Client shall be paid within Fifteen (15) days of the invoice.
      2. In the event an invoice is unpaid after Fifteen (15) days, Client shall be responsible for interest on all undisputed amounts at a rate of the lesser of one and one-half percent (1.5%), otherwise stated as 18% APR, or the maximum rate allowable by applicable law. In the event Service Provider takes action to collect on any sum due and owing, Service provider shall be entitled to recover such sum along with all of Service Provider’s reasonable and necessary collection costs, including without limitation, reasonable attorneys’ fees and expenses, incurred in connection therewith.
      3. If Client is delinquent in any undisputed payment due hereunder for at least Fifteen (15) days, Service Provider shall have the right to: (i) suspend the Services hereunder until such time as Client makes such applicable payment; or (ii) terminate this Agreement as provided for herein.
      4. All payments are non-refundable.
  1. Intellectual Property (IP) Rights.
    1. Deliverables. Subject to Service Provider’s rights in and to the Service Provider Property (as defined in subsection (b) below), any designated third-party rights, and subsection (c) hereof, Service Provider shall own all right, title, and interest in and to all information and materials created in connection with its rendition of Services hereunder (collectively, the “Deliverables”). Client shall have a limited, revocable license to use the Deliverables for its own internal purposes, but may not re-sell, create any derivative versions, attempt to circumvent Service Provider’s rights in and to the Deliverables in any way, or use the Deliverables for any commercial purpose not allowed under the terms of this §3(a).
    2. Service Provider Property. All material written, drafted, produced and/or created in any fashion whatsoever by Service Provider in connection with Service Provider’s rendition of the Services (“Service Provider Material”) shall remain the property of Service Provider, and Service Provider shall retain all right, title and interest in such Service Provider Material, subject to the valid licenses granted to Client by Service Provider.
    3. Third-Party Materials. Notwithstanding the foregoing, all materials, rights, and intellectual property owned by third parties (such as talent rights, photography, artwork, props, and music) shall remain the sole and exclusive property of such third parties despite their incorporation in or use with the Deliverables, and Client agrees to use such third-party materials consistent with the restrictions for such third-party materials communicated to Client in writing.
    4. IP License from Client to Service Provider. Client hereby grants Service Provider the limited, irrevocable, non-exclusive, and non-transferable (other than as may be permitted hereunder) right to exploit Client’s trademarks, logos, trade names, and other identifying marks and IP during the Term to fulfill its obligations hereunder, and subsequent to the Term for the purpose of Service Provider’s marketing of its client portfolio. For clarity and without limitation on the foregoing, Service Provider acknowledges and agrees that it is not acquiring any ownership rights in and to Client’s IP (including its trademarks, logos, trade names, and other identifying marks).
  2. Term. The initial term of this Agreement shall commence on the Effective Date and continue for three hundred sixty-five days (365) days. Upon the expiration of the initial term, this Agreement shall automatically renew for successive one (1) year periods, unless either party provides the other party with written notification of its desire not to renew on or before the end of the then current term. Your payment method on file will not automatically be charged, but payment will be due within Fifteen (15) days of the renewal date. Failure to make payment upon renewal shall result in the full Fee for the renewal term then being due and owing.
  3. Liability. Client agrees to defend (through counsel reasonably acceptable to Service Provider), indemnify, and hold harmless Service Provider, its officers, directors, agents and employees (collectively, the “Service Provider Indemnities”) from and against all losses, costs claims, suits, damages, legal fees including reasonable attorney’s fees, expenses, obligations and liabilities which the Service Provider Indemnities or any one of them may suffer or incur based on information, representations, reports, data or releases supplied to it by Client for use or release by Service Provider, whether or not Service Provider prepares or participates in the preparation of the material.
  4. Confidentiality.
    1. Service Provider, along with its members, directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, and affiliates (collectively its “Representatives”) shall not, without the Client’s (“disclosing party”) prior written approval in each instance, which approval shall not be unreasonably withheld, disclose or otherwise make available to any other person or entity (whether acquired on the Effective Date or during the continuance of this Agreement) any information relating to the disclosing party's business plans, products, advertising, innovations, fees, advertising or product concepts, customers, technology, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, other business affairs, or any other proprietary or confidential information of the Client (the “Confidential Information”). The foregoing shall not apply to Confidential Information which: (i) is or becomes known to the general public other than as a result of the disclosure, directly or indirectly, by the receiving party or its Representative; (ii) was or is made available to the receiving party on a non-confidential basis from a source other than the disclosing party or any affiliate, provided that such source is not, and was not, to the receiving party’s actual or constructive knowledge, bound by a confidentiality agreement with the disclosing party or any affiliate or otherwise prohibited from transmitting such information; or (iii) is required to be disclosed by law, provided the Service Provider gives the disclosing party notice and an opportunity to seek an appropriate protective order at its own expense. It is understood that the information required to be held in confidence as herein provided may be disclosed by the Service Provider only to Representatives who need to know such Confidential Information for the purposes of fulfilling its obligations hereunder. Such Representatives, prior to any such disclosure, shall be informed of the confidential nature of such Confidential Information, and shall agree, in writing, to be bound by the terms hereof.
    2. All Confidential Information furnished to the Service Provider by the disclosing party or any third party at the request of the disclosing party shall be and remain the property of the disclosing party. All copies of such Confidential Information in written, graphic, or other tangible form shall be returned to the disclosing party at any time upon the advance written request of the disclosing party or upon the termination or expiration of this Agreement for any reason whatsoever, subject to the terms hereof.
    3. The confidentiality provisions set forth herein shall also apply separately to each employee, subcontractor, or independent contractor engaged hereunder, and the Service Provider shall be responsible for informing any such employee or contractor of any confidential and proprietary information included in any work contracted for hereunder. The Service Provider shall require each such contractor to agree to be bound in writing by confidentiality terms no less stringent than those set forth herein.
  5. Non-Solicitation. Client shall not solicit the services, either on a part-time or full-time basis, of the Service Provider’s employees, independent contractors, and/or consultants during the Term and for two (2) years thereafter. Client agrees that Service Provider’s remedy at law for a breach of this Section shall be inadequate, and therefore the Service Provider shall be entitled to injunctive relief for any such breach, without proof of irreparable injury and without having to post a bond, in addition to any other right or remedy it may have.
  6. Indemnification. Each party (each, the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (each, the “Indemnified Party”), along with the Indemnified Party’s affiliates, officers, directors, employees, subsidiaries, parent, agents, and permitted assigns, harmless from and against any and all third party claims, losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees and court costs, to the extent arising out of the Indemnifying Party’s: (i) gross negligence or willful misconduct; or (ii) material breach of any of the terms of this Agreement. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall reasonably cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s), at the Indemnifying Party’s expense. This indemnity shall not cover any claims in which there is a failure to give the Indemnifying Party prompt notice, to the extent such lack of notice prejudices the defense of the claim. The Indemnifying Party may not settle any potential suit hereunder without the Indemnified Party’s prior written approval, not to be unreasonably withheld, conditioned or delayed.
  8. Term and Termination.
    1. Without Cause. This Agreement may be terminated by either party, for any reason, on the conclusion of the initial Term, or any successive renewal term, given the terminating party provide written notice of the intent to terminate this Agreement on or before the renewal date of this Agreement.
    2. For Cause. This Agreement may be immediately terminated by either party without liability if: (i) the other party violates any applicable U.S. state or local law, rule, regulation, or ordinance (including without limitation, any applicable advertising regulation); (ii) the other party otherwise materially breaches any provision, warranty, or representation of this Agreement and, if such breach or violation is curable, it remains un-remedied for a period of thirty (30) days following receipt of written notice thereof detailing such breach or violation; (iii) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors; or (iv) the other party engages in behavior which a reasonable person would consider harassing, defamatory, incendiary, racist, prejudice, or otherwise patently offensive.
    3. Following Termination. In the event of any termination hereunder, Client shall pay Service Provider all amounts due and owing to Service Provider up through the effective date of termination, including without limitation the actual approved costs, expenses, and fees properly incurred by Service Provider on behalf of Client prior to the effective date of termination which cannot, through Service Provider’s commercially reasonable efforts (which Service Provider agrees to make), be reduced or cancelled, but not exceeding amounts approved in advance and in writing by Client prior to the effective date of termination.
  9. Force Majeure. Neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, pandemic or other declared public health emergency, strikes, lockouts, fires, acts of God, terrorism, or any other activities or factors beyond its control, whether similar or dissimilar to any of the foregoing. Notwithstanding the foregoing, the affected party shall promptly provide written notice thereof to the other party, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent performance hereunder. Additionally, the affected party shall use all reasonable efforts to limit the impact of the event of force majeure on its performance hereunder.
  10. Severability. In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, such invalid terms shall be struck from this Agreement and the remaining provisions shall continue in full force and effect. The Parties desire that any court of competent jurisdiction interpret and construe the Terms of this Agreement in a manner consistent with the plain meaning of the text of this Agreement. Should any part of this Agreement be struck, the Parties desire that a court of competent jurisdiction reform the remaining language of the Agreement to work the intent of the Parties hereto.
  11. Assignment. Service Provider may not assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of Client in each instance, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Service Provider shall be free to assign this Agreement to any: (i) affiliate of Service Provider; or (ii) Independent Contractor; or, (iii) successor entity of Service Provider that assumes all, or a majority of, Service Provider’s assets in writing. Any assignment in violation of this clause shall be null and void.
  12. Notices. All notices and other communications hereunder (each, a "Notice") shall be made in writing and addressed to the parties at their respective addresses as set forth herein or otherwise as designated in writing by the receiving party. All Notices shall be delivered either by: a nationally recognized overnight courier, personal delivery, confirmed facsimile, electronic mail acknowledged by the recipient, or certified or registered mail. Except as otherwise provided herein, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with these requirements.
  13. Relationship of the Parties. The parties hereto are vendor and client and as such, at no time shall either party be considered an employee, employer, joint venturer, co-venturer, partner or any other designation other than vendor or Client of the other. Without limitation on the generality of the foregoing, neither party may bind the other party to any agreement, obligation, or covenant of any kind, expressed or implied, without the bound party’s prior written consent in each instance.
  14. Survival. Following the Term, any and all provisions set forth herein which, by their very nature, are intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting confidentiality, representations & warranties, non-solicitation, indemnifications, limitations on liability, limitations on actions, insurance, ownership of intellectual property and Deliverables, and accrued payment obligations.
  15. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
  16. Attorneys’ Fees. If Service Provider incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, it shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from Client.
  17. Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state court located in Kendall County, Texas, or if in Federal Court, the United States District Court for the Western District of Texas, San Antonio Division. Both parties hereby submit to the exclusive jurisdiction and venue of any such courts. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  18. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, 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 the terms set forth herein.
  19. Entire Agreement; Modification. This Agreement and any other attachments specifically incorporated herein by reference, sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements or communications between the parties, whether written or oral, relating hereto. No representation, inducement, or promise has been made or relied upon by either party in entering into this arrangement other than as specifically set forth herein. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern.

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Signature Certificate
Document name: Terms and Conditions of Service
lock iconUnique Document ID: ad866a0a264a6fa140728c40539f960e9ef48d64
Timestamp Audit
March 10, 2022 9:10 am CDTTerms and Conditions of Service Uploaded by Yokota Strong - info@redclaycreative.com IP
March 14, 2022 11:22 am CDTYokota Strong - ystrong@stronghra.com added by Yokota Strong - info@redclaycreative.com as a CC'd Recipient Ip: