Outlined on this page, please find the terms of service agreement for training from Point Taken Communications, LLC (“Point Taken”).
TERMS OF CONTRACT
Client agrees to engage Point Taken for communications services. This contract is effective as of the date Client place order for training.
COMMUNICATION SERVICES & ESTIMATED COSTS
On behalf of Client, Point Taken will provide communication services, including marketing and public relations training (the “Communication Services”).
Point Taken may provide other services according to Client’s needs and objectives, as identified in writing by Client (the “Additional Services”). If we anticipate that a project will require Additional Services outside of the scope and budget established for performance of the Communication Services pursuant to this Agreement, Point Taken will advise you of the reasons and request your approval before proceeding. These services will be charged on an hourly basis at a rate based on the nature of Additional Services provided.
All materials developed by Point Taken for Client will become the property of Client upon payment of all amounts owed by Client to Point Taken, including but not limited to payment of all fees and expenses. Any materials developed or owned by Point Taken prior to or independent of the services provided by Point Taken to Client in connection with this Agreement are and will continue to be owned by Point Taken. Any proposals, prototypes, ideas or conceptual materials developed by Point Taken for Client but not selected for use by Client shall remain the property of Point Taken.
TERM & TERMINATION
This contract is effective as of the date of training purchase by Client and will be in effect until terminated as provided by this paragraph, superseded by a revised contract, or terminated based on Point Taken’s completion of the Communication Services. Termination of this Agreement by either party does not affect Client’s obligation to pay for all services rendered (both Communication Services and any Additional Services) and expenses incurred through the date of termination, including reimbursement and payment of all non-cancelable third-party expenses, obligations and contractual commitments. Termination of this Agreement by either party also does not affect the terms of this agreement, which explicitly survive termination of this Agreement.
RESPONSIBILITY FOR CONTENT & INDEMNIFICATION
Client acknowledges that Point Taken’s ability to provide the Communication Services and to perform its obligations pursuant to this Agreement is dependent on receiving timely, accurate, and complete information from Client. Client acknowledges that delays in providing any information, materials, or required approvals to Point Taken may result in delays by Point Taken in completing projects for Client.
Client shall be responsible for the accuracy, completeness and propriety of any and all information provided to Point Taken in connection with this Agreement or the relationship or potential relationship created thereby. Client acknowledges and agrees that it is ultimately responsible for the content of any advertising or marketing and that it is afforded an opportunity to review and approve or disapprove any advertising or marketing provided by Point Taken prior to its dissemination or publication. To the extent Client does not review any such advertising or marketing prior to its dissemination, Client has a continuing obligation to ensure the accuracy of any such advertising or marketing and to notify Point Taken of any false, misleading, or inaccurate information contained therein. Client shall be responsible for obtaining all necessary clearances and consents required with respect to content and materials provided by Client to Point Taken in connection with this Agreement. Client shall be responsible for final clearance of all trademarks used by Point Taken in any materials developed by Point Taken for Client.
Client hereby waives and covenants not to sue Point Taken (including its officers, directors, principals, employees, contractors, and agents) for any claims, demands, damages, suits, losses, liabilities, actions, and causes of action of any kind (whether arising in contract, tort, or otherwise, and whether based on common law, statute, rule, regulation, or other law or right of action) which arise out of, relate to, or are based on information that Client provides to Point Taken in connection with this Agreement.
Client hereby agrees to defend, indemnify, and hold harmless Point Taken (including its officers, directors, principals, employees, contractors, and agents) from all liability arising from any claims, demands, suits, losses, damages, actions, causes of action, or liabilities of any kind (whether arising in contract, tort, or otherwise, and whether based on common law, statute, rule, regulation, or other law or right of action), including, without limitation, reasonable attorneys’ fees and costs, which arise out of or relate to Point Taken’s performance of the Communication Services provided by this Agreement or which relate to or arise out of any information provided by Client to Point Taken. This indemnification provision specifically includes, but is not limited to, claims related to misrepresentation, negligence, fraud, false or misleading advertising, violations of intellectual property rights (including trademark, copyright, and patent), unfair and deceptive trade practices, unfair competition, and advertising injuries.
This provision survives the termination of this Agreement.
NON-SOLICITATION AND HIRING OF EMPLOYEES AND CONTRACTORS
Point Taken employees, contractors, and others acting on its behalf have willingly signed agreements that prohibit them from soliciting or accepting full or part-time employment or an engagement with a client and from performing Communications Services for Point Taken’s clients, except on Point Taken’s behalf, during their relationship with Point Taken and for one year thereafter. Client agrees that while Point Taken is providing services for Client and for one year thereafter, Client will not recruit and/or hire as an employee or retain as a contractor or consultant or otherwise engage, retain, or accept services from any person who is or has been in the preceding 12 months employed or retained by Point Taken. Client acknowledges that a breach of this provision may result in irreparable harm to Point Taken for which there is no adequate remedy at law such that Point Taken will be entitled to an injunction in the event of a violation of this provision. This provision survives the termination of this Agreement.
USE OF CLIENT NAME IN POINT TAKEN MARKETING
Client authorizes Point Taken to use its name as a representative client for marketing purposes, including reference on the Point Taken website and on social media. Client also understands that samples of collateral materials, press releases, identity packages, advertising, websites, and other creative materials designed or written for Client by Point Taken may be included in Point Taken’s portfolio and marketing materials.
This contract does not preclude Point Taken from performing similar services for other entities similar to Client.
VENUE AND ATTORNEYS’ FEES
Each party agrees to comply with all laws applicable to their performance under this Agreement. In the event of any dispute arising from or relating to this Agreement or the relationship created hereby, Client and Point Taken select the state and federal courts of Duval County, Florida, as the mandatory and exclusive venue for any litigation. In the event of any litigation, the prevailing party shall be entitled to an award of its attorneys’ fees, including but not limited to fees incurred in connection with bankruptcy or appeals. Client agrees to pay to Point Taken any expenses Point Taken incurs in enforcing this Agreement, including but not limited to attorneys’ fees.