Schedule Appointment with Sarah Moon & Co

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Item	Quantity	Total
Add New Branding to Squarespace Site		$650.00
Total: $650.00	Coupon:

THIS SERVICES AGREEMENT (hereinafter, “Agreement”) is entered into as the date referenced below between, Sarah Moon & Associates, LLC, an Oregon limited liability company, whose address is 2861 S. Sundowner Court, Canby, Oregon 97213, hereinafter (“Consultant”) and the client, hereinafter (“Client), and collectively, known was the “Parties”.

In consideration of this Agreement, the Parties acknowledge, understand and agree to be bound by the following terms and conditions.

SERVICES. The purpose of this Agreement is for the Consultant to provide certain services as outlined in the Detailed Proposal, which is attached and hereby made part of this Agreement by this reference, in connection with the services outlined, hereinafter, (“Project”). Client fully understands and agrees that specific and personalized goals, plans, methods and systems will be prescribed by the Consultant to carry out the services outlined in the Project and as such the nature of the work will be personalized in nature for Client based on the information presented by Client at the time of the engagement.

SCOPE OF WORK & DELIVERABLES. The scope of the Project may change from time to time and may be expressed in a separate written agreement between the Parties. Client understands that in the event a Project scope of work expands, additional fees and costs will be due to the Consultant prior to deliverable of the additional work to Client. Client understands that Client will be charged based upon the Consultant’s current rates for any additional work which may vary and subject to change without notice to Client. Additional service charges needed, may include, but is not limited to the following services: 1) new work or revisions that is requested after a deliverable has been approved; 2) Client requests work or services that is reasonably beyond the scope of what is specified in the original Project deliverables; 3) Client’s revision or specification requests substantially alters the original Project deliverables; 4) Client’s revisions or specification requests are beyond the scope and knowledge based of the Consultant’s current service offerings and therefore will result in the need for a third-party vendor to complete. Payment for additional work will be due within seven (7) days of the request and Consultant reserves the right to request a fifty-percent (50%) deposit for all additional work requests.

Deliverables to the Client will be provided by the Consultant as outlined within the Project and additional work terms as agreed to by the Parties. Client understands that Consultant’s work is personalized in nature for Client and therefore Client’s deliverable dates will depend entirely on Client’s meeting their obligations to provide deliverables, materials, approvals, and/or instructions to the Consultant in a reasonable timeline. Client’s failure to meet these obligations may result in delivery delay by the Consultant. Any such delay caused by Client does not mean a breach of this Agreement by Consultant in any means. Client further understands that this does not obligate or entitle the Client to a refund of any kind for the Project.

Upon receipt of any deliverable by Consultant, Client will have three (3) business days to notify in writing, their acceptance or rejection of such deliverable. In the event of a revision request, Consultant will commence work to revise the deliverable based on the specifications or revision request received by the Client within five (5) business days. Client understands that extensive specifications and revisions may result in a extension of the Project Term. In the absence of a written acceptance or rejection notice by Client, Consultant will deem the work acceptable by the fifth (5th) business day from delivery to Client. Client will not be entitled to any revision request of that deliverable asset after such time by the Consultant.
CLIENT RESPONSIBILITIES. Client agrees and accepts that following is within their sole exclusive control and that they in-fact have exclusive control of their own physical, mental, emotional well-being, and that they can engage in decision-making, choice selection, action and required and arising out of, or resulting from the Services and they accept and are fully responsible for their own progress and results throughout and after the termination of this Agreement.
CONSULTANT RESPONSIBILITIES. Consultant agrees to devout sufficient time as necessary to deliver the services as outlined within the Project. Consultant represents they have the skills and qualifications to deliver the services as outlined in a professional, timely and workmanlike manner without the advice or sole direction of Client. Client understands that Consultant will perform services for and contract with as many additional clients, persons, and companies as Consultant, in their sole discretion, and sees fit. Consultant will perform the services for the Project at any suitable time and location they deem appropriate.
RELATIONSHIP OF THE PARTIES. Consultant enters this Agreement and will remain throughout the term of the Agreement, as an independent contractor. Consultant agrees that they are not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. Consultant further agrees that they are not entitled to the rights or benefits afforded to Client’s employees, including but not limited to disability or unemployment insurance, worker’s compensation, medical insurance, sick leave, or any other employment benefit. Client will not withhold from any compensation paid to the Consultant any amounts for federal or state income taxes, or social security (FICA), nor will Client pay any social security or unemployment tax with respect to the Consultant. Consultant is responsible for all income taxes or other tax obligations. On written request, Consultant can provide Client proof of timely payments and in the event of the Consultant’ failure to submit any payment that is due of this kind, Consultant agrees to indemnify Client for any claims, losses, fees, penalties, interests, or damages suffered by Client resulting from Consultant’s failure to comply with this provision.
REFUND POLICY. Client understands and fully appreciates without negotiation of any kind that Consultant, due to the personalized nature of the work, does not offer a refund of any kind of any monies received from Client. In the event a modification from the policy is made by the Consultant, it will be in their sole discretion. Client fully understands that subject to the refund policy contained herein, all sales are final and not eligible for any refund under any circumstances, be it known or unknown, now or in the future. Client further understands and agrees that changing their mind about the Project, failing to complete, follow-through or understand the details of the Project, not experiencing the results they expected or desired, or experiencing any other similar feeling or situations will not, under any circumstances, warrant or entitle Client to a refund by the Consultant.
RIGHT OF ACCESS & CLIENT DATA. Client agrees to allow, grant, authorize and assist Consultant with obtaining any necessary access to computer systems, cloud-based systems, or other locations, as required and needed to deliver the deliverables of the Project to Client. Client further understands that as a result of sharing, granting and assisting with the sharing of access, Consultant may come into contact with Client’s confidential data or information, systems, processes, methods, files or other personalized and privilege business operation data, therefore Consultant will keep this information confidential in the strictest of confidence, and will not disclose of it by any means to any person except with Client’s approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Consultant’s employees, agents, and subcontractors. At no time will Consultant use any of Client’s confidential information for any purpose other than for the benefit of the Client in connection with the deliverables for the Project. Upon the termination of this Agreement or at any time upon Client’s request, Consultant will return any confidential information any reproductions or copies in their possession or control to Client. In the event of access by Consultant, Client is fully responsible for the ensuring of the security of the Client’s data.
PRIVACY & CONFIDENTIALITY OF THE PARTIES. The Parties agree to respect and hold in the strictest of confidence, the other’s confidential and/or proprietary information, ideas, plans, methods, data in any format, processes, systems, files, trade secrets, intellectual property of any type including, patents, trademarks, copyrights of any information or asset, belonging to that party shall remain in their ownership and exclusive control and capacity and therefore cannot be utilized, licensed, accessed, copied, modified in any way without the express written consent of the other party. Exception to this privacy and confidentiality clause includes to any portion of information that was in the public domain at the time of its communication to the other party; that it was already in the other party’s possession free of any obligation of confidence at the time it was communicated to the other party.
INTELLECTUAL PROPERTY. Consultant retains all ownership rights to the materials provided during the Client’s participation under this Agreement, (hereinafter, “Consultant Materials”). The Consultant Materials include all forms of media, including but not limited to written, oral or video, designs, and/or in whatever format presented or conceptualized, developed or contemplated prior, during or after the termination of this Agreement, including hard copy, electronic or digital copy, or recordings, sketches, visual presentations, or alternate, or preliminary designs or documents developed or created by the Consultant. All Consultant Materials will be deemed patentable, trademarkable, or copyrightable materials under applicable law. The Consultant Materials delivered to Client are for the Client’s individual use only and provided only a limited single-user license. Client understands and agrees that they are not authorized to share, copy, distribute, or otherwise utilize, disseminate any of the Consultant’s Materials without the Consultant’s express prior written consent. All intellectual property, including Consultant’s Materials, shall remain the exclusive property of the Consultant and no license to sell, distribute, modify for educational purposes or any purpose not contemplated or authorized by the Consultant is granted and/or implied herein. Client further agrees not to reproduce, duplicate, copy, trade, resell, exploit for any personal or commercial purposes, any portion of Consultant’s services, including any of the Consultant Materials at any time, even after the termination of this Agreement. Client agrees to be responsible for all incurred loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the Consultant’s intellectual property and/or Consultant Materials.
DISCLAIMER. Consultant makes no representations, warranties, guarantees or promises verbally or in writing, pertaining to the achievement of any level of results from the Client’s participation in, or use of the deliverables outlined in the Project. The Client understands and agrees that they are voluntarily choosing to enroll in these services and are solely responsible for any outcomes or results. While the Consultant believes in the services being provided, and that the Consultant’s services are able to help many people, the Client acknowledges and agrees that the Consultant is not responsible nor liable to the Client should the Client sustain any injuries, incur harm, or encounter any negative ramifications in response to, or during their participation in, the Project. The Client accepts that they are fully responsible for their own health and well-being, personal finances, business health, business finances including profits and/or losses, business systems, business processes, business personnel or other personally or commercially advantage relationships or engagements during and post termination of this Agreement and any personal or commercial results achieved or not achieved will vary. Client understands that Consultant does not offer any professional, medical, psychological or financial advice and that it is their exclusive responsibility to seek such independent professional guidance as needed.
LIMITATION OF LIABILITY. Client agrees that Consultant is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Project and/or Consultant Materials provided, aided by the Consultant. In no event shall the Consultant be liable to the Client for any indirect, consequential or special damages and in the event of an award of damages of any kind, the Parties have mutually agreed to limit any monetary liability to the total amount of fees received by the Consultant under this Agreement and that this limitation was intended to apply to any all liability arising or connection thereof this Agreement, however, each party will remain liable for any bodily injury or personal property damage resulting from grossly negligent or willful actions of the Parties.

The Client shall defend, indemnify, and hold harmless the Consultant, from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the services provided by Consultant, excluding, however, any such expenses and liability which may result from a breach of this Agreement or sole negligence or willful misconduct by the Consultant. In consideration of, and as part of, the Client’s payment for the right to participate in Project, the undersigned, heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge the Consultant and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, assigns and staff or students from all actions, causes of actions, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from the Client’s participation in the services outlined in this Agreement or any additional agreements arising out or in connection with this Agreement between the Parties.
DISPARAGEMENT. Client agrees to not, at any time, even after the termination of this Agreement, or permit or circumvent this Section by way of a third-party, directly or indirectly, take any action, and/or make, publish, file or record, any oral or written statements that would likely have a negative or injurious impact upon, or that is derogatory, defamatory, libel or slanderous in nature to the Consultant or Consultant’s services in any way.
ENTIRE AGREEMENT; MODIFICATIONS. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Consultant for Client and contains all of the representations, covenants, and agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by an authorized representative of the party to be charged. In the event of early termination as a result of a modification, the Parties agree to continue to abide by the obligations outlined in Section 15.
PARTIAL INVALIDITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
PAYMENT OF MONEYS DUE DECEASED CONSULTANT. If Consultant dies before completing the services under this Agreement, any moneys due to Consultant from Client under this Agreement as of the date of death will be paid to the Consultant's executors, administrators, heirs, personal representatives, successors, and assigns.
DISPUTE RESOLUTION. In the event of a dispute arising out of or related to this agreement or the services provided hereunder, the parties agree to first attempt to resolve the dispute through mediation. The mediation shall be conducted in accordance with the rules of AAA Mediators Model Standards of Conduct developed by the AAA, the American Bar Association (ABA) and the Association for Conflict Resolution. If the dispute is not resolved through mediation within thirty (30) days of notice of dispute, either party may initiate litigation proceedings in accordance with the laws of the State of Oregon, Clackamas County, Oregon.
ATTORNEYS' FEES AND COSTS. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses including any appeals from the other party.
GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of laws principles and waiver of any requirement of personal jurisdiction and each party waives any objection to venue in the State of Oregon, state or federal law jurisdiction requirements.
FORCE MAJEURE. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence.
WAIVER; RIGHTS CUMULATIVE. 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. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
COUNTERPARTS. This Agreement may be executed by in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.