TERMS AND CONDITIONS AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. By using this website, you signify your consent to these terms and conditions. If you do not agree to these Terms and Conditions, please do not use the website. Your use of this website indicates your agreement to these Terms and Conditions.
BeverlyRuffner.com (also referred to as Consultant, Company and/or Site) in regards to these Terms and Conditions.
By accessing and browsing the Site, you accept, without limitation or qualification, the Terms and Conditions and acknowledge that any other agreements between you and the Consultant/Site are superseded and of no force or effect:
Section 1: Confidential Information and Intellectual Property
A) Both parties will maintain in strict confidence, and not use or disclose except pursuant to written instructions from either party, any "CONFIDENTIAL INFORMATION" as used in this agreement. This will mean any and all technical and non-technical information including patent, formula, a pattern, a compilation, a program, a plan, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, copyright, trade secret, proprietary information, computer files, and client information related to the past, current, future, and proposed services of Client and Consultant and includes, without limitation, Client/Consultant property, and Client/Consultant's information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information.
B) Both parties may disclose Trade Secrets or Confidential Business Information pursuant to any order or legal process requiring the disclosing party (in its legal counsel's reasonable opinion) to do so, provided that the request or order to disclose the Trade Secrets or Confidential Business Information is sufficient time to allow the Consultant/Client to seek an appropriate protective order.
Section 2: Nondisclosure and Non-use Obligations
Beverly Ruffner agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, will neither use nor disclose the Confidential Information. Beverly Ruffner may use the Confidential Information solely to perform consulting services under this Agreement for the benefit of Client.
Exclusion from Nondisclosure and Nonuse Obligations.
Beverly Ruffner's obligations with respect to any portion of the Confidential Information shall not apply to any such portion that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such portion was communicated to Consultant by Client; (b) was rightfully in Consultant's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by Client; or (c) was developed by Consultant independently of and without reference to any information communicated to Consultant by Client. A disclosure of Confidential Information by Consultant, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Consultant shall provide prompt written notice to Client to enable Client to seek a protective order or otherwise prevent such disclosure.
Section 3: Ownership of Work Product
Client agrees that all work product developed by Beverly Ruffner alone or in conjunction with others in connection with the performance of services pursuant to this Agreement is and will be the sole and exclusive property of Consultant, and Client shall retain no ownership, interest, or rights. Work products include but is not limited to reports, graphics, memoranda, slogans, and taglines.
Section 4: Provision Violations
In the event Client violates or threatens to violate the provisions of these terms and conditions, damages at law will be an insufficient remedy and the Consultant will be entitled to equitable relief including but not limited to injunction, monetary damages, punitive damages, and specific liquidated damages for disclosure of confidential information and use of such information to solicit Consultant’s customers.
Section 5: Independent Contractor Relationship
Beverly Ruffner’s relationship with Client will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Both parties agree Consultant is not exclusive and that either party may provide similar services provided that it does not otherwise breach this Contract. Neither party will claim to be a legal agent, representative, partner or employee of the other nor have the right or authority to contract in the name of the other or assume or create any obligations, debts, accounts or liabilities for the other. Consultant’s employees will not be considered employees of the Client. They will report directly to the Consultant. All Consultant staff members are professional and will adhere to all Contract terms.
Termination of Beverly Ruffner Independent Contractor – In the event an independent contractor working for Beverly Ruffner terminates their employment, security procedures will be in place to reassign Client’s passwords and login information accordingly. Client agrees to these changes as required.
Section 6: Notices
Any changes, notices or other communications required or permitted under these Terms and Conditions will be in writing and will be deemed to have been duly given and delivered when sent electronically to Client’s email address provided at time of registration.
Section 7: Technical Support
Client will remain responsible for all technical support required to maintain their computer systems and related software. Consultant will not be held responsible for any technical issues resulting from consulting services and access to Client’s software or hardware.
Section 8: Minimum Requirements
Client will provide all minimum requirements in order to provide consulting services. Failure to maintain these requirements will result in consulting tasks not being performed. Consultant will not be held responsible for delays in service relating to minimum requirements not being met.
Section 9: Marketing and Training
Consultant will retain the right to record and utilize information obtained while performing consulting tasks. This information will be used for marketing and training purposes.
Section 10: Acts Discreditable
Both parties agree to at all times refer to each party and its operating units in terms that further its business objectives. No references to either party or its operating units in a manner that damages their position in the marketplace.
Section 11: Terms and Termination
The terms of this Agreement shall continue until the Contractor satisfactorily completes performance of the service described. This Agreement may be terminated for any reason by either party with a written notice of thirty (30) days. During the thirty-day termination period, Consultant will have access to all materials and information in connection with this Agreement in order to facilitate proper termination of services.
Section 12: Governing Law
These Terms and Conditions will be governed in all respects by the laws of the Commonwealth of Virginia. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Virginia, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts such personal jurisdiction shall be nonexclusive.
Section 13: Severability
If any provision of these terms is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Contract will not be affected or impaired.
Section 14: Waiver
Either party's failure or neglect to enforce any of the rights under these terms will be deemed to be a waiver of that party's rights. A waiver or extension is only effective if it is in writing and signed by the party granting it.
Section 15: Entire Agreement
This Agreement and its contents constitute the entire understanding of both parties superseding all prior agreements, understandings, negotiations and discussions between them whether written or oral, and there are no other understandings, representations, warranties or commitments. The various captions and section headings contained in this Agreement are inserted only as a matter of convenience and in no way, define, limit or extend the scope or intent of any of the provisions of this Agreement.
D) While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.
E) When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.
F) If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.
G) The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However, no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.
I) NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION.
THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL.
SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER.
Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.
J) THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe payment services, your software and/or any updates or upgrades to that software).
THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.
K) In no event shall the company be liable for any special, incidental, indirect, punitive, reliance or consequential damages, whether foreseeable or not, including, but not limited to, damage or loss of property, equipment, information or data, loss of profits, revenue or goodwill, cost of capital, cost of replacement services, or claims for service interruptions or transmission problems, occasioned by any defect in the site, the content, and/or related materials, the inability to use services provided here-under or any other cause whatsoever with respect thereto, regardless of theory of liability. This limitation will apply even if the company has been advised or is aware of the possibility of such damages.
L) You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.
N) This agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Last Updated: December 10, 2019