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Terms and Conditions
Bizlink Terms and Conditions
WHEREAS, the Company desire to provide Online Appointment Services/Point of Sale to the Buyers clients and buyer for the purpose of scheduling appointment with the Buyer. The Buyer grants to the Company the right to: (1) access the Premises in order to install any equipment necessary for the Company to provide said (“Service(s)and (2) provide and market such Services to the clients of the Buyer, all on the terms and conditions provided herein. Such Services may include, but not be limited to, Online Appointment Service, Point of Sale Services, Advertising, Market Research and other lawful services and applications that the Company may provide now or in the future. Therefore, in consideration of the mutual covenants made by the parties hereto, and of other good and valuable consideration as provided in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. RIGHT OF ACCESS AND LICENSE. Buyer on behalf of itself, its successors and assigns, hereby grants and conveys to the Company, its successors and assigns a License for access at reasonable times and upon reasonable notice to Buyer, on, over, under, within, and through the Premises (both land and improvements) as necessary or desirable for: (i) the routing and installation of the System (as hereinafter defined), and (ii) the marketing and provision of the Services to the Residents of the Premises, together with rights of access, ingress and egress on and over the Premises as necessary for the use and enjoyment of the License herein granted. Company’s access shall be only through the areas of the Premises as designated by Buyer, which shall be as reasonably necessary to service the System. At no time shall Company block or impede ingress, egress, or access of any resident or owner of any unit at the Central City Condominium or any guest or invitee of any resident or unit owner. In the event of an outage or other emergency, Buyer will provide access to necessary portions of the Premises twenty-four (24) hours a day, seven (7) days a week so that the Company may perform emergency repairs. The Company will repair at its expense any damage to the Premises to the extent caused by the Company, its employees, or the agents, normal wear and tear excepted. The Company shall make all reasonable efforts to perform all regular service, maintenance, or repair of the System between 9:00 a.m. and 5:00 p.m. and, except in the case of emergency that threatens the health, safety, or welfare of the Buyers/Clients or the integrity of the System, shall provide Buyer with reasonable notice prior to exercising its rights hereunder. The Company shall use all commercially reasonable efforts to work with Buyer/Clients to minimize any disturbance of or inconvenience to Buyer. Notwithstanding the foregoing, except in the case of emergency as discussed above, the Company shall not have the right to access units without prior permission from the Buyer.
2. SYSTEM. The Company shall have the right to install, maintain, use, operate, control, upgrade, and repair: cabling, wiring, power supplies, network system and equipment, facilities and components associated therewith, and other equipment or facilities necessary or useful, or which may become necessary or useful, for the provision of the Services (the “System”) installed by the Company. The ownership of all parts of the System installed by the Company shall be and will remain the personal property of the Company. At no time during or after the term hereof shall the Buyer or any third party have the right to use the System or any portion thereof for any purpose.
3. INDEMNIFICATION. The Company shall indemnify, defend and hold Buyer harmless from any and all claims, damage or expense arising out of the actions or omissions of the Company, its agents and employees with respect to the installation, operation, maintenance or removal of the System and the Services provided to clients at the Premises pursuant to this Agreement. The Buyer shall indemnify, defend and hold the Company harmless from any and all claims, damage or expense arising out of the actions or omissions of the Buyer, its agents and employees.
4. FEES AND CHARGES FOR SERVICES. The Company agrees to provide Service consisting of “Bizlink Appointment Manager” to Buyer. The Buyer shall pay the Company a monthly per unit service fee for the Service equal to the monthly per unit service fee. The monthly per unit service fee shall be paid through automated draft from credit card or debit card. There shall not be any mailed payments to company.
a) Monthly per unit service fees pursuant to this Agreement shall be due on the first of every month. Said amount will be debited/auto draft from a designated account previously set forth by Buyer. Amount shall be subject to an administrative fee of up to $25 per month if not paid within fifteen (5) calendar days of first attempted draft date. The Company may terminate this Agreement without notice written notice to Buyer in the event payment of the monthly per unit service fee remains unpaid for ten (10) days.
Buyer may not sell, offer for sale or resell any of the services contemplated by this Agreement without the prior written consent of the Company.
5. TERM. This Agreement, when duly executed by both parties, shall constitute a binding agreement between the Buyer and the Company and their respective successors and assigns for a term of month to month. This Agreement shall automatically renew month to month indefinitely, unless either party shall provide the other with a minimum (30) days notice of its intention not to renew at the end of the then current term.
6. DEFAULT.In the event that either party defaults in the performance of any of the material terms of this Agreement, the non-defaulting party shall give the defaulting party written notice specifying the nature of the default and identifying the specific provision in this Agreement which gives rise to the default. The defaulting party shall have thirty (30) days to either (i) notify the non-defaulting party that no default occurred, (ii) cure the default, or (iii) if such default is incapable of cure within such thirty (30) day period, commence curing the default within such thirty (30) day period and diligently pursue such cure to completion. In the event the defaulting party fails to so within such thirty (30) day period, the non-defaulting party may terminate this Agreement upon fifteen (15) days written notice without further liability of either party.
7. LIMITATION OF LIABILITY. THE COMPANY SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, OR DOWN TIME COST, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. REMOVAL OF SYSTEM.
(a) Upon the termination of the Agreement, Company shall either:
(i) remove any alterations, improvements, equipment, antennae, or anything installed on the Premises by the Company and restore the Premises to its condition as it existed prior to Company’s occupancy hereunder, or
(ii) only with permission of the Owner, abandon all alterations, improvements, equipment, antennae, or anything installed on the Premises by the Company, and shall grant full title, free of any encumbrance, debt or lien, to Owner.
(b) Removal and restoration as required hereunder shall be performed within four (4) months of termination of this Agreement, and shall be at the sole expense of Company. Any improvements, equipment, antennae, or anything placed on the Premises pursuant to this Agreement shall automatically become the property of the Buyer if not removed from the Premises within four (4) months of termination of the Agreement. The Company shall promptly repair any damage to the Premises occasioned by such removal.
9. ASSIGNMENT/SUCCESSORS. This Agreement may be assigned by either party. The assignee shall agree in writing to be bound by all the terms and conditions hereof. In the event Buyer sells, assigns, transfers or otherwise conveys the Premises to a third party, Buyer shall give the Company prior written notice of such change of ownership or control. Buyer shall cause any successor to expressly assume this Agreement and agree to be bound by its terms. This Agreement shall be binding upon the parties and their respective successors and assigns.
10. MISCELLANEOUS PROVISIONS. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements between the parties, whether written or oral, express or implied, with respect to the subject matter hereof. This Agreement may not be amended, changed or modified, nor any provision waived, except by an agreement in writing signed by the parties. The provisions of this Agreement are hereby declared to be severable, and the invalidity or unenforceability of any provision of the Agreement (in whole or in part) shall in no way be construed to affect the validity or enforceability of any other provision. The termination or expiration of this Agreement will not impair either party’s then accrued rights, obligations or remedies. Nothing in this Agreement shall be interpreted as, and by entering into this Agreement the Company is in no way, waiving, relinquishing or diminishing, in any way, any rights it may have to access the Premises to provide any lawful services under local, state or federal law. This Agreement shall not provide any person not a party to this Agreement with any remedy, claim, liability, reimbursement, commission, cause of action or other right.
11. FORCE MAJUERE. The Company shall not be liable for failure to construct or to continue to operate the System during the term hereof due to acts of God, the failure of equipment or facilities not belonging to Company (including, but not limited to, utility service), denial of access to facilities or rights-of-way essential to serving the Premises, government order or regulation or any other circumstances beyond the reasonable control of the Company.
12. AUTHORIZATIONS. Buyer represents and warrants that he/she is the record holder of account or credit card given for monthly billing. All client Information is accessible by owner and employee’s authorized to access by owner.
14. PROPERTY CONDITION. The Company agrees that it will maintain the Premises in the same condition as before any installation, maintenance, repair, or removal was performed, or that all surrounding property is immediately restored to at least as good condition as before such maintenance, installation, repair or removal.
15. NUISANCE. Notwithstanding anything in this Agreement to the contrary, if the Company shall do any thing or if the Company’s operations at the Premises create or permit any condition which constitutes a nuisance to Residents, including any blocked access to the Premises, any noise, vibration, smell, sound, or any other nuisance that would reasonably interfere with the use and enjoyment of any condominium unit or the common elements of the condominium, then the Company shall cure such nuisance immediately upon notice from the Owner.
16. COMPLIANCE WITH FCC AND FAA REGULATIONS. Company shall comply with all applicable requirements of the Franchise Authority and all Federal Aviation Administration (“FAA”) and Federal Communications Commission (“FCC”) regulations and all other applicable laws, ordinance and rules of all governing jurisdictions. Company shall fully indemnify Owner for any liability, claim, cause of action or cost related to Company’s failure to comply with any such applicable law and/or rule.
17. LEVEL OF SERVICE AND SYSTEM UPGRADES. For the Term of this Agreement, Company agrees to provide a Level of Service that is reasonably competitive. The Level of Service shall include price, service, quality of signal, equipment available to Buyer and clients. The Company will provide services to the Premises consistent with what it provides throughout the United State of America under its Business License agreement.
