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Velociti Partners, Inc.
712 Bancroft Road, Suite 124
Walnut Creek, CA 94598
Main Phone: +1-866-300-2925
Email: info@velocitipartners.com
Terms & Conditions - Last Updated 1.1.2025
1.1 Delivery of Services. VELOCITI shall use commercially reasonable efforts to complete the Services, and deliver the deliverables thereunder (“Deliverables”) in a timely manner in accordance with the Services provided. Client acknowledges and agrees that VELOCITI’s timely performance of the Services is dependent in part on Client’s cooperation under this Agreement. Any date set forth in the Services for the completion of Services may be delayed one day for each day that performance of the Services is delayed due to any contingency beyond the reasonable control of VELOCITI, including as a result of disruptions of transportation, inability to obtain supplies or materials, acts of government, strikes, labor disputes, power or telecommunications disruptions, judicial action, or any other act of God or because Client is late in the performance of its obligations hereunder.
1.2 Ownership. Unless otherwise agreed in a Services, Client shall own all right, title and interest in and to the Deliverables, other than any VELOCITI Confidential Information embodied therein. VELOCITI hereby retains all right, title and interest in and to any VELOCITI Confidential Information used in the performance or the Services or creating the Deliverables. Client hereby grants VELOCITI a non-exclusive, worldwide, irrevocable, fully paid-up, royalty-free license, with right to sublicense, to copy, modify, use, and create derivative works of the Deliverables for such portions of the Deliverables that do not contain any Client Confidential Information.
1.3 Independent Contractors. Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party.
2. Client’s Duties and Responsibilities
Client shall make available in a timely manner at no charge to VELOCITI all data, facilities, documentation or other information and resources requested by VELOCITI for the performance of the Services. Client will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Client.
2.1 Taxes. All fees specified hereunder do not include and are net of any foreign or domestic governmental taxes or charges of any kind. Any such taxes which are otherwise imposed on payments to VELOCITI (other than taxes on VELOCITI’s income) shall be the sole responsibility of Client. Client shall provide such other evidence as is reasonably requested by VELOCITI to establish that such taxes have been paid.
2.2 Expenses. Client shall reimburse all reasonable travel and other related expenses incurred by VELOCITI in performance of the Services, except as may otherwise be expressly provided for in the Services. Except as set forth herein, or in a Statement of Work, the parties shall bear their own costs incurred in connection with their performance under this Agreement.
3. Fees, Renewal Terms, and Payments
3.1 Fees and Automatic Renewals: Client will be billed on a per-usage basis based off of the number of completed interviews. Billing will take place on-demand as interviews are completed. Automatic Renewal - unless you cancel your subscription at least 30 days before the end of your current billing cycle, your subscription will automatically renew for the next month and you will be charged accordingly.
3.2 Taxes. All fees specified hereunder do not include and are net of any foreign or domestic governmental taxes or charges of any kind. Any such taxes which are otherwise imposed on payments to VELOCITI (other than taxes on VELOCITI’s income) shall be the sole responsibility of Client. Client shall provide such other evidence as is reasonably requested by VELOCITI to establish that such taxes have been paid.
4. Limited Warranty and Limitation of Liability
4.1 VELOCITI makes no warranties, whether express, implied, statutory, or otherwise regarding or relating to any materials or Services furnished or provided to Client under this Agreement. VELOCITI specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to sUCH materials and Services, and with respect to the use of any of the foregoing.
4.2 In no event will VELOCITI be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover, or indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of services, whether alleged as a breach of contract or tortious conduct, including negligence, even if VELOCITI has been advised of the possibility of such damages. In addition, VELOCITI will not be liable for any damages caused by delay in delivery or furnishing the Services. VELOCITI’s liability under this Agreement for damages of any kind, including, without limitation, restitution, will not, in any event, exceed the fees paid by Client to VELOCITI under this Agreement.
4.3 The provisions of this Section 4 allocate risks under this Agreement between Client and VELOCITI. VELOCITI’s pricing reflects this allocation of risk and limitation of liabilities.
5. Confidential Information.
5.1 Definition. “Confidential Information” means (a) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, algorithms, business plans, customer data, customer lists, customer names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets or any other information which is designated as “confidential,” “proprietary” or some similar designation, and any information otherwise obtained, directly or indirectly, by a receiving party through inspection, review or analysis of the foregoing. Information disclosed orally shall be considered Confidential Information only if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information of a third party that is in the possession of one of the parties and is disclosed to the other party under this Agreement. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party lawfully in possession of such information and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
5.2 Non-Use and Non-Disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except as necessary to perform its obligations hereunder. Each party agrees not to disclose any Confidential Information of the other party, except to those employees on a “need to know” basis. If a receiving party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the receiving party will provide the disclosing party with prompt written notice of such requirement so that the disclosing party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such receiving party may furnish that portion (and only that portion) of the Confidential Information that the receiving party is legally compelled or is otherwise legally required to disclose; provided, however, that the receiving party provides such assistance as the disclosing party may reasonably request in obtaining such order or other relief. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other party’s Confidential Information and that are provided to the party under this Agreement.
5.3 Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. Each party shall promptly notify the disclosing party of any use or disclosure of Confidential Information in violation of this Agreement of which the receiving party becomes aware.
5.4 Remedy. Each party understands and agrees that its breach or threatened breach of this Agreement will cause irreparable injury to the other party and that money damages will not provide an adequate remedy for such breach or threatened breach, and both parties hereby agree that, in the event of such a breach or threatened breach, the non-breaching party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
6. Term and Termination
6.1 Term. This Agreement will take effect on the Effective Date and will remain in effect, unless earlier terminated in accordance with Section 6.2, until all of the Services have been completed.
6.2 Termination. VELOCITI may terminate this Agreement if Client (i) fails to pay fees as they become due, (ii) is in material breach of any non-monetary term, condition or provision of this Agreement, (iii) terminates or suspends its business activities, (iv) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iv) becomes subject to any bankruptcy or insolvency proceedings.
6.3 Effect of Termination. Upon termination of this Agreement for any reason, each party shall promptly return to the other party all Confidential Information of such other party. Termination of this Agreement will not affect Sections 1.3, 4, 5 and 7, which, along with any payment obligations, will survive termination of this Agreement, regardless of the reason for termination.
7. Miscellaneous Provisions
7.1 Law. This Agreement shall be interpreted and governed by the laws of the State of California, without reference to conflict of laws principles. For any disputes arising out of this Agreement the parties consent to the personal and exclusive jurisdiction of, and venue in, the state or federal court within San Francisco County, California.
7.2 Entire Agreement. This Agreement, including any Exhibits attached hereto, constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels all previous oral or written communications, proposals, agreements, and commitments.
7.3 Modification. No modification to this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. Furthermore, the terms of any purchase order, invoice or like document issued in conjunction with products or services to be provided herein shall not serve to add to or modify the terms of this Agreement.
7.4 Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their successors or assigns. Any permitted assignee or transferee shall agree in writing to comply with all the terms and restrictions contained in this Agreement.
7.5 Non-Solicitation. Client agrees that it will not solicit for employment any VELOCITI employee performing Services hereunder for a period of one (1) year following the conclusion of a Services under which such employee performed Services. Client agrees that if it breaches this Section 7.5, Client shall pay VELOCITI an amount equal to fifty percent (50%) of such employee’s total expected annual compensation (including but not limited to salary, bonuses, benefits, etc.) from VELOCITI.
7.6 Delays. Neither party shall be liable or deemed in default for any delay or failure in performance of this Agreement resulting directly or indirectly from any cause completely, solely and exclusively beyond the control of that party.
7.7 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provisions.
7.8 Notices. Any notices required to be given under this Agreement shall be in writing and addressed to the respective party at the address set forth on the cover page of this Agreement or such other address as may be provided by each party from time-to-time. Notices shall be effective when sent and shall be sent by certified or registered mail, return receipt requested, or by overnight courier.
7.9 Cumulative Rights. The parties’ rights under this Agreement are cumulative, and a party’s exercise of one right shall not waive the party’s right to assert any other legal remedy.