Terms of Service

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity (“You”, “Your”) and Redwood Ink, LLC (“Company”, “We”, “Us”, “Our”) concerning your use of our Services. By using our Services, you agree that you have read, understood, and agree to be bound by all these terms.

Applicability and Validity

These Terms of Service and any quotes accepted by You hereunder constitute the entire agreement between Us and You concerning the subject matter hereof and supersedes any previous understandings, either oral or written, between You and Us. These Terms of Service and each quote accepted by You shall be binding upon You and Us and upon our respective successors and assigns. These Terms of Service and each quote accepted by You may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Amendments

Except as expressly provided otherwise in these Terms of Service, no modification or amendment of any provision of these Terms of Service will be valid unless executed by the duly authorized representatives of both You and Us. Neither the course of dealings between You and Us nor any trade practices will act to modify, vary, supplement, explain, or amend these Terms of Service.

Third-Party Beneficiaries

These Terms of Service shall not confer or be construed to confer any rights or benefits to any person or entity other than You and Us.

Waivers

No delay or omission by either party to exercise any right or power he, she, or it may have under these Terms of Service will impair or be construed as a waiver of such right or power. A waiver by either You or Us of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be set forth in writing and signed by the party waiving its rights.

Assignment

No assignment of these Terms of Service or any of the rights or obligations hereunder shall be binding on either You or Us without the prior written consent of the other party.

Services

We shall provide consulting services to You with respect to coaching, editing, and other consulting services as requested by You on a case-by-case basis (“Services”). All Services to be provided by Us under these Terms of Service shall be initiated by You or Your delegate or successor. Services provided by Us shall be subject to the terms and conditions of these Terms of Service.

Delivery Deadlines

We and You expressly agree that delivery deadlines, if applicable, will be clearly stated in writing. If no date is clearly stated, We agree to complete the work as soon as practicable.

You will provide Us with all the texts to be edited. Any delivery date or dates agreed between Us and You will become binding only once We have received all of the documents to be edited or reviewed. If You fail to provide Us with all necessary information, We will not be held liable if the project does not conform to Your standards or if delivery is late.

Statements of Work

The details of the Services to be performed by Us under these Terms of Service shall be specified in a Statement of Work. Each Statement of Work shall include, as appropriate, the scope of the work to be performed, timeline, budget, deliverables, and a payment schedule. Each Statement of Work shall be subject to all the terms and conditions of these Terms of Service, as well as the specific details described in the Statement of Work.

Any change in the details of a Statement of Work or the assumptions upon which the Statement of Work is based may require changes in the scope, budget, and/or timelines of Services. All changes to a Statement of Work require agreement in writing.

Payment

Unless otherwise set forth in the Statement of Work, payment in full to Us will be made no later than thirty (30) days from the date of invoice. In the case of payments by check or international bank transfer, all forex and banking fees will be billed to and payable by You. If payment is late for any reason, We reserve the right to stop working on Your project(s) until We receive payment, and, in addition, You will be liable for late payment penalties of five percent (5%) of the entire sum in question, without any formal notice being required.

Disclaimer

The Services are provided “as is” and “as available.” Except as expressly provided herein or in any Statement of Work, we expressly disclaim all warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. Our services shall be provided in a manner consistent with professional standards in the field and shall be of satisfactory quality and reasonably free from typographical errors. We will not be held liable for any nuances in style, inconsistencies, or ambiguities in the completed project. You are solely responsible for ensuring the accuracy of content in the final project. We make no warranty against interference with Your use of services or the concerned project, or against infringement.

You have ten (10) working days from the time the project is delivered by Us to notify Us in writing of any disagreement concerning the quality of services. Unless you notify us, the project will be deemed to have been satisfactorily completed, all fees and costs will be due and payable, and no claims may be made by You. In the event of disagreements about certain aspects of the project, We reserve the right to correct these aspects in cooperation with You. You agree to consider electronic mail receipts as proof of delivery.

Confidentiality

For purposes of these Terms of Service, “Confidential Information” means any information that is disclosed, whether orally, electronically or in writing, by You to Us and that (a) is identified by You, either orally or in writing, as “confidential” or “proprietary” or (b) under the circumstances, ought reasonably to be treated as confidential and/or proprietary, whether disclosed before or after the Effective Date of these Terms of Service. Confidential Information shall not include any information which (A) is or becomes available to the public other than as the consequence of a breach of these Terms of Service by Us; (B) was, at the time of disclosure by You, already known to or in the possession of Us without any limitation on use or disclosure; (C) is rightfully received from a third party, provided that the source of such information was not, to Our knowledge, prohibited from disclosing the information by any legal, contractual, or fiduciary obligation to You; or (D) is independently developed by Us without use or reference to Your Confidential Information.

We acknowledge that, in connection with the performance of Our services, We may receive Your Confidential Information. Your Confidential Information shall be and remain Your exclusive property. During the period these Terms of Service is in effect and at all times after its termination, We will maintain the confidentiality of Your Confidential Information and will not sell, license, publish, display, distribute, disclose, or otherwise make available Your Confidential Information to any third party nor use such Confidential Information except as authorized by these Terms of Service. We agree to maintain the confidentiality of Your Confidential Information using at least as great a degree of care as We use or reasonably should use to maintain the confidentiality of Our own Confidential Information. We agree to take all reasonably necessary action to protect any of Your Confidential Information We received in connection with the provision of Our services. We agree to communicate the terms and conditions of this section to all parties who rightfully come into contact with Your Confidential Information and to use commercially reasonable efforts to ensure their compliance with such terms and conditions. We will not disclose any of Your Confidential Information, including without limitation, any flow charts, logic diagrams, documentation, source data, or display screens, to persons not employed by Us without Your prior written consent.

Limitation on Liability

We shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of Services, even if We have been advised of the possibility of such damages. We shall not be liable for any damages, liability, or losses arising out of your use of the Services; your inability to access or use the Services; any unauthorized access to or use of any and all personal information and/or financial information stored on our or our agents’ servers; or any errors, mistakes, inaccuracies or omissions in any materials, or for any loss or damage of any kind incurred as a result of the use of any materials posted, emailed, transmitted or otherwise made available via the services, even if We have been advised of the possibility of such damages. We shall not be liable for delay or failure in performance resulting from causes beyond our reasonable control. In no event shall our total liability to you for all loss, cost, damage, liability, or expense (including attorney fees) that you may incur exceed the lesser of the amount paid, if any, by you for the right to access or participate in any activity related to the Services or $100.

Copyright and Intellectual Property

Before We undertake a project, You must ensure that it does not infringe on any third-party rights. Therefore, You must be the author of the original document or have obtained and provided to Us written permission from the party holding the document copyright to have the document edited. Under no circumstances will We be liable to You or any third party if all or any portion of the documents to be edited infringe or are alleged to infringe on the rights of a third party or violate or are alleged to violate any applicable regulations.

Indemnity

You agree to indemnify and hold Us and our officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with your use of the Services, your breach or violation of any of these Terms of Service, or your violation of the rights of any third party.

Cancellation

If a project that is commissioned by You is canceled by You after work has started, for whatever reason, You will pay Us in full for that portion of the work that has been completed and one-half (fifty percent) of the fees and costs otherwise due for the uncompleted work.

Complaints and Disputes

These Terms of Service and each quote accepted by You shall be deemed to have been made in the State of California, and its validity, construction, and effect shall be governed by the laws of the State of California. In the event of a complaint or dispute of any nature whatsoever, We and You agree to attempt to settle the complaint or dispute amicably. Any dispute arising from or relating to these Terms of Service or any quote that cannot be amicably settled will be adjudicated in the federal or state courts located in San Francisco, California, to which exclusive jurisdiction the parties hereby consent and subject themselves. In the event of any litigation to enforce the provisions of these Terms of Service or any quote, the prevailing party shall be entitled to recover its attorneys' fees and other reasonable expenses from the other party.

Miscellaneous

The subject headings in these Terms of Service are provided for convenience only and shall not change the construction or interpretation of any of the terms or provisions described herein.

Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Service.

You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.

Changes to These Terms of Service

We reserve the right to change these Terms of Service at any time without notice. Changes and clarifications will take effect immediately upon their posting on the website. We advise you to review these Terms of Service periodically for any changes. Whenever we make changes to the Terms of Service, we will update the date at the top. If you do not agree to any change to the Terms of Service, then you must immediately stop using our Services.

Contacting Us

If you have any questions about these Terms of Service, you may contact us at hello@redwoodink.com.