|Consultant & Client||Tasks and deliverables are defined and agreed, which can realistically be completed within one (1) week, by close of business day||Deliverables are reviewed|
|Consultant||Work-in-Progress||Rough draft is provided to show progress||Work-in-Progress|
|Client||Deposit payment is due: $500||Opportunity to provide feedback on the rough draft||Remainder payment is due: $1,500|
Please review prior to your first scheduled consultation.
Consultations are provided remotely/virtually over video conference call.
The consultation scheduling will be provided on a best efforts basis only. Reoccurring consultations cannot be guaranteed to occur during the same time spanning across multiple days.
Scheduling can occuring within an active, paid one-week time period. We will make best efforts to honor those scheduled days and times.
Each monthly term will be pre-paid with a valid credit card using our online store / ecommerce. Most major credit cards are accepted. Payment by check will also be accepted, however scheduled consultations will not begin until payment has been received.
Sign up risk-free and cancel at any time by e-mail or phone (Toll Free 1-888-984-5851) with no further obligation.
Nothing in the "Rent a UX Expert" for consultation services obligates either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by the consulting services concerning the business opportunity, if any, and to cease further disclosures, communications, or other activities under this "Rent a UX Expert" for consultation services on written notice to the other party. Any commitment to proceed with a transaction will be set forth in a separate agreement signed by the parties.
All information discussed during the consultation services is provided "AS IS." Neither the Consultant nor Client makes any warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any such information.
NO ASSURANCE OF RESULTS. The Consultant cannot and does not guarantee the results (including, without limitation, their nature and/or economic or commercial value or utility) of the consultation services to be performed as part of each consultation. The consultation services will be provided on a best efforts basis only. Both the Consultant and Client agree that any and all risks of these consultation services shall be and remain those of the Client. Whether or not the recommendations, advice, and/or suggestions are successful or accomplishes the results contemplated by the consultation services, the Client shall remain obligated to pay to Garofalo Enterprises, Inc. all sums set forth in the selected "Rent a UX Expert" service, and Garofalo Enterprises, Inc. shall be entitled to retain any and all of the sums paid to it by the Client; provided, however, that the Client' s legal or equitable remedies shall not be limited if the Consultant breaches any of its obligations under this Agreement of the consultation services.
LIMITATION OF LIABILITY. Notwithstanding anything to the contrary in this Agreement of the consultation services, in no event will either Party be liable for any indirect, punitive, special, incidental, or consequential damages in connection with or related to this Agreement (including loss of profits, use, data, or other economic advantage); provided, however, the FORCE MAJEURE section shall not apply if the breach is caused by a Party's willful or reckless actions.
(a) Of Client by Consultant. The Consultant shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Claims") that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Consultant arising from or connected with Consultant's carrying out of its duties under this Agreement, or (ii) the Consultant's breach of any of its obligations, agreements, or duties under this Agreement.
(b) Of Consultant by Client. The Client shall indemnify and hold harmless the Consultant from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client's operation of its business, (ii) the Client's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client's breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Consultant.
FORCE MAJEURE. Except for the payment of monies due, if the performance of either Party's obligation under this Agreement is prevented, restricted, or interfered with by reason of casualty, accident, fire, strikes or labor disputes, inability to procure materials or components, power or supplies, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency or intergovernmental body, or any other act, circumstance, or condition whatsoever beyond the reasonable control of such Party, the Party so affected, on giving notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction, or interference.
NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
During the "Rent a UX Expert" term and for a period of twelve (12) calendar months thereafter, both the Consultant and Client shall retain in confidence and not disclose to any third party Confidential Information obtained from the other party pursuant to the "Rent a UX Expert" of the consultation services. "Confidential Information" means any of the Party's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other, either directly or indirectly. Neither Party will use Confidential Information except for the express purpose of performing this Agreement. The Consultant may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Client personnel or authorized representatives or for any other purpose the Client may hereafter authorize in writing.
Client expressly gives authorization to Consultant (Garofalo Enterprises, Inc.) to use branding information, including but not limited to, Client name, Client likeness, and Client image, for commercial and advertising purposes.
Let's keep this as mutual as possible.
OWNERSHIP RIGHTS. Each party acknowledges that the Confidential Information is, and at all times will be, the Disclosing Party's sole property, even if suggestions made by a Receiving Party are incorporated into the Confidential Information. Neither party obtains any rights, by license or otherwise, in the other party's Confidential Information. Neither party solicits any change in the other party's organization, business practice, service, or products, and the disclosure of the Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither party may use the other party's Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.
FUTURE PRODUCTS; RESIDUALS. The confidentiality terms of this agreement do not limit either party's right to develop or acquire products independently without use of the other party's Confidential Information. Further, each party may use for any purpose the residuals resulting from access to or work with the other party's Confidential Information. However, neither party may disclose the other party's Confidential Information except as expressly permitted under this agreement. The term "residuals" means information in intangible form that is retained in memory by people who have had access to the Confidential Information, including ideas, concepts, know-how, or techniques contained in that Confidential Information. Neither party is required to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. This section does not give either party a license under the other party's copyrights or patents.
The Consultant and Client will first attempt in good faith to negotiate a resolution to any and all disputes between the parties arising out of or related to the consultation services. All unscheduled and scheduled consultation services will be paused until the dispute is resolved. Any dispute that is not resolved in this manner within twenty (20) business days from the receipt of notice of such dispute will be escalated to a Director at Garofalo Enterprises, Inc., and a principal, partner, or senior officer at Client for a final attempt to resolve the dispute through good faith negotiations. If after escalating the dispute to the foregoing levels of management, the dispute is not resolved within ten (10) business days, the dispute will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by an arbitrator familiar with software contracts and the software industry. The final selection of an arbitrator will be agreed upon in writing by the Parties. In the event the Parties cannot agree upon the choice of an arbitrator, each Party will appoint one (1) individual representative and the two (2) Party representatives will, between themselves, choose an arbitrator. The arbitration is to be conducted in the County of San Diego, California. The arbitrators are to apply California law without regard to choice of laws principles. Each Party will submit to any court of competent jurisdiction for purposes of the enforcement of any award, order, or judgment. Any award, order, or judgment pursuant to such arbitration shall be deemed final and shall be entered and enforced in any court of competent jurisdiction.
We reserve the right to change these Common Questions without notice, other than by posting the changes here on the Garofalo UX web site. Last modified 30-July-202330-September-201720-April-201715-November-2016.
Terms, conditions, features, availability, pricing, fees, service and support options subject to change without notice.