This Service Agreement is entered into on Friday, October 24th, 2014 at 4:15am PDT between "RidgeStar" (a division of North Ridge Software, Inc.) located at 1305 11th Street. Suite 302 Bellingham, WA 98225 and the "Client" (identified at the bottom of this document).
For and in consideration of the mutual benefits to be derived herefrom, it is agreed by and between the parties as follows:
The result of the Services (RidgeStar originated Web Pages, graphic images, etc.) performed for Client by RidgeStar shall remain the property of RidgeStar. Items that are the result of solicitations done by RidgeStar via the Internet on behalf of Client shall be the property of the Client.
In the event that either party to this Agreement terminates operation and no successor organization is identified that accepts the responsibilities of the party, the items prepared as a result of this Agreement will become the property of the surviving party (if the surviving party desires it).
Confidential and Proprietary
Any information identified as "Confidential" or "Proprietary" provided by either party to the other shall be deemed to be confidential and is not to be disclosed unless the receiving party is instructed to do so by the disclosing party. Client recognizes that any information published by RidgeStar at Client's request via the Internet will be treated as non-Confidential by RidgeStar.
Client warrants that it has the right to publish any materials, concepts, graphics or programs that may be provided to RidgeStar for inclusion in Services provided to Client. Client will indemnify RidgeStar and hold RidgeStar harmless from and against any loss, cost, liability or expense (including reasonable attorney's fees) arising out of any breach or claimed breach of this warranty. In addition to holding RidgeStar harmless and defending it against infringement arising out of the publication of Client's material, Client shall indemnify RidgeStar against any claim of infringement of copyright, trademark, patent, trade secret or other third party proprietary rights related to the Client's published information.
RidgeStar will perform the requested Services in a professional manner, conforming to generally accepted practices within the Computer Services industry. RidgeStar makes no other warranties, expressed or implied, relating to its services. In no event shall RidgeStar be liable to Client for lost profits, consequential, special, incidental, indirect or punitive damages of any kind whatsoever, regardless of the basis of the claim, whether in contract, tort, strict liability or other legal or equitable theory whether or not RidgeStar has been advised of the possibility of such damages.
This Agreement shall be effective from the date first listed above and shall terminate when either party provides the other with a 30 day termination notification, in writing. Services that have already been completed by RidgeStar will be paid in full by Client, whether any related duration has expired or not.
The following legal issues identify general conditions associated with this Agreement. The titles of each section of this Agreement are cosmetic and should not be interpreted as having legal purposes or meaning.
Any dispute arising as a result of this Agreement that cannot be resolved by the parties to the Agreement will be resolved via binding arbitration in accordance with then applicable American Arbitration Association procedures.
The undersigned acknowledge that they have read the foregoing, understand the contents hereof, and agree to be bound by its terms and conditions from the date above referenced: