PARTIES. This Contract for Services is made effective as of purchase date, by and between your organization (Customer), and Telios Teaches of 19925 Monument Hill Rd, Monument, Colorado 80132.
DESCRIPTION OF SERVICES. Beginning on the purchase date, Telios Teaches will provide to the Customer the services described in the Order Form.
PAYMENT. Payment shall be made to Telios Teaches in the total amount described in the purchase transaction.
Failure to Pay. If the Customer fails to pay for the Services when due, Telios Teaches has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
TERM. This Contract will remain in effect for a period of One Year. At least thirty (30) days prior to the termination date, Customer will notify Telios Teaches if it chooses to renew or cancel the contract.
MATERIALS OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively , the "Materials") developed in whole or in part by Telios Teaches in connection with the Services will be the exclusive property of Telios Teaches. Upon request, the Customer will execute all documents necessary to confirm the exclusive ownership of Telios Teaches to the Materials.
License. The Contract provides a license to use the Materials only to the Customer according to the terms of the Contract.
Use. The Customer agrees not to publish, copy, or otherwise reproduce or distribute the Materials other than as defined by this Contract.
CONFIDENTIALITY. Each Party, and its employees, agents, or representatives will not at any time or in any manner, divulge or disclose any confidential or proprietary information. Each Party will protect the proprietary or confidential information of the other, including limiting access to the Services or Materials to the scope of the Contract. This provision will continue to be effective after the termination of this Contract.
Waiver. Any oral or written waiver by any Party of these confidentiality obligations that allows the other Party to disclose confidential or proprietary information to a third party will be limited to a single occurrence, tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. However, the Customer acknowledges that third party providers, such as software providers, may have access to its confidential information as part of such provision of services.
Termination. Upon termination of this Contract, each Party will return to the other any confidential or protected information. The Customer agrees not to use the Materials beyond the term of the Contract.
Access. The Customer agrees that it will not allow public access to the Materials or share a copy of the Materials with non-Customer personnel without permission from Telios Teaches. It agrees that if it does so, significant damage will be caused to Telios Teaches, and agrees to liquidated damages of $10,000.
WARRANTY. Telios Teaches shall provide Services and meet its obligation under this Contract in a timely and workmanlike manner, using knowledge to perform Services that generally meet acceptable standards, and will provide a standard of care used by similar service providers on similar projects.
Failure to Deliver. If Telios Teaches fails to make available or deliver the Services in the time and manner provided for in this Contract, the Customer has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
Disclaimer. Telios Teaches does not give any express or implied warranties of merchantability, suitability, or completeness for the Customer’s particular needs. The Materials used are at the Customer’s own risk. Use of Telios Teaches Materials does not create any attorney-client relationship or legal advice, as Telios Teaches is not a law firm.
Force Majeure. Neither Party shall be held liable or responsible nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of the Agreement, to the extent, and for so long as, such failure or delay results from causes beyond the reasonable control of the affected Party, including but not limited to natural disasters, acts of war or terrorism, omissions or delays by any governmental authority, or acts of God.
Hold Harmless. The customer shall indemnify and hold harmless Telios Teaches and its owners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney’s fees and other costs of litigation, arising out of or resulting from use of the Materials, including but not limited to breach of warranty or any alleged deficiency in the Materials.
REMEDIES. The Parties agree that they are limited to the following Remedies.
Termination for Default. If one Party deems the other in default (i.e. that the Party has failed to substantially perform any provision, term, or condition of this Contract), it may terminate the Contract by providing written notice to the defaulting Party. This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall have 30 days from the effective date of the notice to cure the default. Failure to cure the default within 30 days shall result in automatic termination of the Contract.
Available Remedies. If Telios Teaches is in default, it will refund a proportion of the annual contract fee, calculated from the date of notice. If the Customer is in default, it will pay the remainder of the annual contract fee and return all Materials. Breach of the Access clause has liquidated damages of $10,000 as described. The Parties agree that they are limited to these damages, and all consequential damages for a breach of the Agreement are expressly excluded.
Dispute Resolution. The Parties to this agreement are Christians and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian church (see Matthew 18:15-20; 1 Corinthians 6:1-8). Therefore, the Parties agree that any claim, difference, or dispute arising from or related to this Agreement or its formation shall be settled by biblically-based mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation. The Party in breach of the Agreement shall be liable for attorney fees and costs to enforce the Agreement.
Process for Dispute Resolution. The alternative dispute resolution process may be initiated by either Party serving the other with a notice setting out brief details of the dispute. The seat of mediation or arbitration shall be Colorado. If the Parties cannot agree on a mediator or arbitrator, each Party shall select one mediator/arbitrator, who shall then make a final selection of a single mediator/arbitrator. Judgment on an arbitration decision may be entered in any court otherwise having jurisdiction.
Sole Dispute Resolution. The Parties to this contract agree that these methods shall be the sole manner of resolving any controversy or claim arising out of this Agreement and expressly waive their right to a jury trial and/or to file a lawsuit against each other in any civil court for such disputes, including any class action proceeding, except to enforce a legally binding arbitration decision or for filing for temporary injunctive relief. The Parties acknowledge that by waiving their legal rights to a jury trial or lawsuit, they are not waiving their right to employ legal counsel at their own expense to assist them in any phase of the process.
MISCELLANEOUS.
Headings. The headings contained in this Contract are inserted solely for convenience and shall not be deemed to define or amend any provision of this Contract.
Entire Agreement. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreement between the parties.
Counterparts. This Contract may be executed in counterparts, all of which shall comprise one Contract.
Severability. If any provision of this Contract is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed written, construed, and enforced as so limited.
Amendment. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
Applicable Law and Venue. The laws of the state of Colorado shall govern the interpretation and enforcement of this Contract, and the Parties agree that venue is proper in El Paso County, Colorado.
Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person; or by certified mail, return receipt requested, to the address set forth in the opening paragraph; or by email, delivery receipt requested.
Waiver. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
Construction and Interpretation. The Contract shall be constructed and interpreted as if it were drafted by both parties in a mutual effort.
Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.