By purchasing this subscription you agree to the following terms and policies:
FFL Consulting Services Agreement
Obligations of the Parties. The Company may designate employees that it determines, in its sole discretion, are capable of acting as a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement or a number of employees that it deems sufficient to perform the Services set out in this Agreement, (collectively, "Provider Representatives"). The Company will not change the Provider Representatives without providing notice to customer or at the request of the customer. The Company will maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent by Company in providing the Services. During the Term, and for a period of three (3) years thereafter, upon Customer's written request, Company shall allow Customer or Customer's representative to inspect and make copies of such records in connection with the provision of the Services; provided that Customer provides Company with at least ten (10) days’ advance written notice of the planned inspection, and any such inspection shall take place during regular business hours. The Customer may designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed. The Customer or its Customer Contract Manager shall respond promptly to any reasonable requests from Company for instructions, information, or approvals required by Company to provide the Services; cooperate with Company in its performance of the Services and provide access to Customer's premises, employees, contractors, and equipment as required to enable Company to provide the Services; and take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Company's provision of the Services.
Fees and Expenses. The Customer shall pay a monthly fee of $59 and can CANCEL at any time. The first payment is due on the date the Customer orders the services, and each monthly payment is due on the same day of each following month. This is a recurring auto-pay program. The Company shall deliver an email notification for all monthly service charges. The Customer shall be responsible for all additional expenses and services not contemplated by this Agreement. 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 Customer; provided, that in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Company's income, revenues, gross receipts, personnel, or real or personal property, or other assets.
- Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of three percent (3%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Company does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any fees when due hereunder and such failure continues for thirty (30) days following written notice .
Limited Warranty and Limitation of Liability. The Company warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in this Agreement; using personnel of industry standard, and in no case less than commercially reasonable, skill, experience, and qualifications; and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. The Company's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty shall be as follows: the Company shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Company cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with the Notice provision of this Agreement. In the event the Agreement is terminated pursuant to this section, Company shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Services or Deliverables, less a deduction equal to the fees for receipt or use of such Services or Deliverables up to and including the date of termination on a pro-rata basis. The foregoing remedy shall not be available unless Customer provides written notice of such breach within 30 days after delivery of such Services or Deliverables to Customer.
THE COMPANY MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN THIS SECTION. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
Intellectual Property. All intellectual property rights, including copyrights, 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 Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services (collectively, the "Deliverables"), except for any Confidential Information of Customer or customer materials, shall be owned by Company. Company hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
Confidentiality. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party, including any materials accessed through the “client access” area of the FFL Consultants website ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Customer may continue to use documents that Company prepares specifically for Customer in contemplation of this Agreement and in regards to Customer’s business operations, including, but not limited to, reports from site visits and investigations, for its own internal purposes but shall not make any such document available to any third party. The Company shall mark any such document as “Confidential.”
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, promptly notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this section and the Termination section only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
Upon the Termination of this Agreement, the Customer shall immediately destroy or return to the Company all of the Company’s Confidential Information in the Customer’s possession other than documents prepared specifically for the Customer and marked “Confidential” by the Company, which may be kept indefinitely, provided that the Customer complies with this section of the Agreement.
Term, Termination, and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated by Customer by providing Company thirty (30) days’ advanced written notice, unless sooner terminated pursuant to this section.
Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party: materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; becomes insolvent or admits its inability to pay its debts generally as they become due; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing; is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Company may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for thirty (30) days after Customer's receipt of written notice of nonpayment; or (b) more than two (2) time[s] in any twelve (12) month period. The rights and obligations of the parties set forth in this section and in the Intellectual Property and Confidentiality provisions, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in the Confidentiality section will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party's Group.
Limitation of Liability. COMPANY MAKES NO REPRESENTATION OR WARRANTIES AS TO CUSTOMER’S COMPLIANCE WITH ANY LOCAL, STATE, OR FEDERAL FIREARMS LAWS. COMPANY IS ENGAGED TO PROVIDE SERVICES TO ASSIST CUSTOMER IN COMPLIANCE, BUT IS NOT AN ATTORNEY AND IS NOT PERMITTED TO GIVE LEGAL ADVICE OR TO MAKE REPRESENTATIONS REGARDING COMPLIANCE WITH THE LAW. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, 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 DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER 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 SERVICE PROVIDER'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 THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.
Indemnification. Customer (as "Indemnifying Party") shall indemnify, hold harmless, and defend Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to any: third-party claim alleging breach or non-fulfillment of any provision of or services provided under this Agreement by Indemnifying Party or Indemnifying Party's employees; any actions by third parties against Indemnified Party, whether in tort, breach of contract, statute, common law, or any other legal theory that arise due to Indemnifying Party’s reliance on the Services; any actions taken by a government agency, including the ATF, against the Customer; any third-party claim alleging negligent or more culpable act or omission of Indemnifying Party or its employees (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; any third-party claim alleging bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its employees (including any reckless or willful misconduct); or third-party claim alleging any failure by Indemnifying Party or its employees to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement. Indemnified Party shall give notice to Indemnifying Party (a "Claim Notice") within ten days after obtaining knowledge of any losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under this section. Indemnified Party's failure to provide a Claim Notice to Indemnifying Party under this section does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay prejudices the defense of the related third-party claim. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim. Notwithstanding anything to the contrary in this section, Indemnified Party may select its own legal counsel to represent its interests, and Indemnifying Party shall: reimburse Indemnified Party for its costs and attorneys' fees immediately upon request as they are incurred; and remain responsible to Indemnified Party for any Losses indemnified under this section
Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this section.
Notice to Company:
c/o JB Group, LLC
10161 Charissglen Lane
Highlands Ranch, CO 80126
John Bocker, Managing Director
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court shall modify the invalid, illegal, or unenforceable term or provision to the extent possible in order to effectuate the original intent of the Parties.
Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any change in control of Customer due to corporate reorganization or merger or other agreement shall not require the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Company may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Company's assets without Customer's consent.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
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.
No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Choice of Law. This Agreement and all related documents including all attachments hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Colorado, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.
Dispute Resolution; Waiver of Class Arbitration. The parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a "Dispute"), under the provisions of this section. The procedures set forth in this section shall be the exclusive mechanism for resolving any Dispute that may arise from time to time, and Negotiations and Mediation are express conditions precedent to binding arbitration of the Dispute.
Negotiations. A party shall send written Notice to the other party of any Dispute ("Dispute Notice"). The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves, including without limitation not fewer than three (3) negotiation sessions attended by the Provider Representatives for Company and by the Customer Contract Manager for the Customer. In the event that such Dispute is not resolved on an informal basis within thirty (30) Business Days after one party delivers the Dispute Notice to the other party (the “Escalation to Mediation Date”), whether the negotiation sessions take place or not, either party may initiate mediation under the Mediation section.
Mediation. Subject the Negotiations provision, the parties may, at any time after the Escalation to Mediation Date, submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another in selecting a mediation service, and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.
The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
Arbitration. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 45 days after the Escalation to Mediation Date, either Party may commence binding arbitration in accordance with the provisions of this section.
Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof that cannot be resolved through Negotiation or Mediation shall be finally and fully resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the tribunal's power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. The Parties agree to submit any arbitration to the Judicial Arbiter Group, Inc. in Denver, Colorado. The prevailing Party shall be entitled to recover its attorney’s fees and costs of arbitration.
Force Majeure. The Company shall not be liable or responsible to 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 Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental and legislative actions (whether local, state, national, or international), 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, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of sixty (60) days, Customer shall be entitled to give Notice in writing to Company to terminate this Agreement.