BACKGROUND

By signing a Service Agreement with the Contractor, the Client acknowledges that they have reviewed and agree to be bound by the Contractor’s Master Terms & Conditions, and that the Contractor has the necessary qualifications, experience, and abilities to provide the Services.

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

The Client hereby agrees to engage the Contractor to provide the Client with the services as outlined in the Project Overview (the Services”).

The Services will also include any other tasks which the Parties may agree on. Any adjustments to the scope of work or major additions suggested by either Party must be put in writing and formally agreed upon by both Parties before implementation. In the event that major additions to the scope of work are agreed upon, the Parties may decide that a new contract is necessary, and additional compensation may be required. The Contractor hereby agrees to provide such Services to the Client only upon formal written agreement.

The Client acknowledges and understands that while the contractor will undertake efforts to maximize exposure and visibility for the client's book, the contractor does not guarantee any specific sales or revenue outcomes. The contractor commits to completing the agreed-upon workload outlined in this contract to the best of their ability within the specified timeframe.

TERM OF AGREEMENT

If you are signing an ongoing contract with no clearly defined end date, either Party may terminate Services at any time by providing written notice. Termination will take effect at the end of the following billing cycle.

If you are signing a contract with a clearly defined end date, the Client must notify the Contractor of intent to renew no less than 15 business days prior to end date in order to ensure a seamless transition into a new contract term. Without this notice, there may be a gap between the conclusion of the current contract and the start of any new agreement.

If you are unsure which type of contract you are signing, please contact Alyssa.

PERFORMANCE

The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in an agreement, all monetary amounts referred to in any Agreement are in USD (US Dollars).

COMPENSATION

The amount agreed upon as compensation is to be clearly stated in the signed agreement.

Invoices submitted by the Contractor to the Client are due upon receipt.

The Client acknowledges and agrees that any processing fees associated with digital payments, including but not limited to fees charged by payment processors such as Venmo, shall be the responsibility of the Client. The Contractor reserves the right to pass on these processing fees to the Client and include them as separate line items on the invoices.

The Contractor will be reimbursed for any expenses incurred in connection with providing the Services of this Agreement, including but not limited to, cost of printing, cost of mailing, cost of ISBN purchase, any costs associated with entering into contracts related to the Services outlined in this Agreement, provided that such contracts and their expenses are expressly approved by the Client. The Client also acknowledges that they are responsible for any fees, one-time or recurring, as related to website creation or domain hosting, if applicable.

LATE OR MISSED PAYMENTS

Invoices are due upon receipt unless otherwise specified. If payment is not received within seven (7) business days of the invoice issue date, the Contractor reserves the right to pause all services and work in progress until payment is received in full. Any project timelines or deliverables may be adjusted accordingly to reflect the period during which work was paused.

CONTRACT TERMINATION AND DISPUTE RESOLUTION

Either Party may terminate Services by providing written notice.

In the event of any dispute, controversy, or claim arising out of or relating to this Contract, both parties agree to make every reasonable effort to resolve the matter amicably through good faith negotiations. Should the parties be unable to reach a mutually satisfactory resolution within a reasonable period of time, either party may then pursue legal or other dispute resolution mechanisms.

Except as otherwise provided herein, each party shall bear its own legal fees and costs associated with any dispute arising out of or related to this Contract. Notwithstanding the foregoing, in the event that the Client fails to make payments as outlined in this Contract, the Client shall be responsible for any and all legal fees, court costs, and associated expenses incurred by Flori Fundamentals, LLC in the process of collecting the outstanding payment(s). This obligation shall include, but is not limited to, attorney fees, costs of litigation, and any other costs or expenses incurred as a result of the Client's non-payment.

CONFIDENTIALITY

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by the law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

The Contractor may not use content captured under this Agreement in their professional portfolio and for marketing or promotional purposes (including but not limited to social media, website, and print materials).

RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirement for, all local, state and federal taxes related to payment made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligation of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Contractor hires a sub-contractor:

‣ the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

‣ for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the exte nt permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which results from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement of condition affecting this Agreement except as expressly provided in this Agreement.

INUREMENT

This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Rhode Island.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid and unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provision of this Agreement by either Party will not be construed as a waiver of any subsequent breach of the same or other provisions.