Hodari Consulting LLC Services Agreement

(Terms and Conditions or Terms of Use)

The terms of this Services Agreement (“SA”) effective as of  today’s date will apply to all Services to be provided to you by Hodari Consulting LLC (“Hodari”).  

The Services Agreement and the Quotation, together constitute the entire agreement governing the delivery of requested services by companies affiliated with Hodari LLC.

1. Services. The term “Service(s)” means the services that are identified in a “Statement of Work” (SOW) which by its terms incorporates this “Service Agreement” (SA).  
2. Service Agreements. A Service Agreement will be formed by: (i) your acceptance of a written offer (including by email) made by us or on our behalf to provide Services (a “Quotation”), which include a SOW.  More than one SA may be formed which incorporate the terms of this SA, such as separate Quotations.

1. Scheduling, Pricing and Payment Terms. Any pricing and delivery schedules quoted for Services are estimates only and may be subject to change by Hodari upon prior notice to you, depending on the requirements of the specific project. Before we begin Services, we may require you to make a deposit (to be credited against the total charges). You will pay Hodari fees and related expenses promptly upon receipt of an invoice. You will be responsible for all taxes, duties or imposts which may be levied by a governmental body (“Taxes”) other than taxes measured by  Hodari LLC’s net income related to any Service Agreement. We may add such Taxes to our invoices and collect them from you. You will not deduct any wire or transfer fees or other offsets. We may charge interest at 1% per month (12% per year), or the maximum legal rate, whichever is less, on all outstanding balances, from the due date until paid in full. You agree to pay reasonable collection costs, including attorneys’ fees, if necessary, in the event of untimely payment or non-payment. If charges are not paid when due, we may deactivate, deny or withdraw any Services to you at any time after non-payment.
2. Your Information. You represent and warrant that all information and/or data provided to Hodari LLC by you, or on your behalf (“Your Information”), will be complete and accurate and that you are in compliance with any relevant data protection laws in furnishing it to us, and agree that we may rely upon and process such information when providing you Services. In addition, you represent and warrant that all of Your Information is owned or licensed by you and does not infringe on the intellectual property rights of any third party. If any of Your Information is inaccurate, Hodari will not be liable for any performance or alleged non-performance of Services. You agree that Hodari may share Your Information (to the extent permitted by applicable laws and contractual obligations) with other subcontractors or third parties, in order for us to: (i) perform the Services; (ii) provide additional information about our Services to you.
3. Confidential Information. Each Party acknowledges that in connection with the Services it may have access to or otherwise receive or observe confidential or proprietary information or materials of the other Party (“Confidential Information”). Confidential Information includes: (a) business and marketing plans and financial information; (b) plans, designs, and prototypes for services; (c) software, test processes and methodologies, and data; (d) trade secrets; and (e) personal and individually specific, not generalized overview group, information concerning the disclosing Party’s participants, beneficiaries, business partners, or affiliates and their products or services. Confidential Information, however, does not include information or materials that are: (i) already known to the receiving Party at the time of disclosure; (ii) publicly available or that become publicly available other than through the acts or omissions of the receiving Party; or (iii) subsequently acquired by the receiving Party from other sources not in violation of any confidentiality obligations. Each Party agrees that it will not, in whole or in part, disclose, transfer, use, reverse engineer, or otherwise make available the disclosing Party’s Confidential Information, except as necessary by Hodari LLC or its subcontractors to perform the Services. Each Party agrees to treat all Confidential Information of the disclosing Party with the same degree of care it employs to protect its own Confidential Information and in no event less than a reasonable standard of care. We may disclose your Confidential Information: (i) to other agents, subcontractors or other third parties in connection with performing the Services; (ii) when required to be produced pursuant to an order or command of any judicial, regulatory, or accreditation authority; or (iv) when required by any common law or statutory duty. Each Party agrees at its expense to return or destroy, as instructed by the disclosing Party, all Confidential Information upon request from the disclosing Party, except that one copy may be retained solely for recordkeeping or accreditation purposes. Each disclosing Party retains exclusive ownership of all right, title and interest in its Confidential Information.
4. Hodari will and has acted as an independent contractor under this Agreement, and not in any other capacity, and any duties arising out of its engagement shall be owed solely to the Client.  
5. Subcontracting. You agree that we may subcontract Services, such as Python coding quality, to any third parties subject to our requirements. We will provide as a term of any such subcontract that the subcontractor will meet our current qualification requirements, including complying with our confidentiality requirements. Hodari LLC will be responsible for any breach of this SA by its subcontractors.
6. Export Control. You represent and warrant that you: (i) will not cause Hodari LLC to violate any export, trade or other economic sanction law or infringe upon any trademark or intellectual property not owned by you; (ii) will make payment to us for Services rendered under a Service Agreement with funds obtained and through financial institutions and accounts in compliance with applicable laws concerning the prevention of money laundering, terrorist financing and other illicit activities, including, without limitation, those enforced by the United States.
7. Client Remedies. We will provide Services in accordance with professional standards of conduct generally applicable to full stack data engineers and website designers and we will not have any responsibility other than to exercise reasonable skill, care, and diligence in the performance of Services. In the event a tribunal described in Section 18 (Dispute Resolution) determines that we have failed to comply with such standards of conduct in providing Services and that such failure directly caused you harm, we will compensate you for such direct harm, PROVIDED, HOWEVER, that the amount of such compensation will not exceed the fees paid by you to Hodari for the specific portion of the Services rendered that directly caused you harm, and that, under no circumstances will we be liable to you for any incidental, consequential, or punitive damages. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9, HODARI MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY “FITNESS FOR A PARTICULAR PURPOSE.” For the purposes of this Section 9 and Sections 10 (Third Party Claims), 11 (Release and Waiver) and 18 (Dispute Resolution), the term “Services” also includes the conception, development, promulgation, review, publication, modification, withdrawal, interpretation, use, or application of any requirement at any time by Hodari LLC. Any limitations and exclusions of liability shall apply to the fullest extent permitted by law.
8. THIRD PARTY CLAIMS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS HODARI LLC AND ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS AND SUBCONTRACTORS (EACH AN “INDEMNIFIED PARTY”) FROM ALL LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF, OR RELATED TO, CLAIMS ASSERTED BY THIRD PARTIES THAT RELATE TO THE DATA PROVIDED BY YOU, OR THAT RELATE TO THE SERVICES, UNLESS CAUSED BY AN INDEMNIFIED PARTY’S SOLE NEGLIGENCE. IF AN INDEMNIFIED PARTY BECOMES SUBJECT TO A THIRD-PARTY CLAIM, IT MAY DEFEND ITSELF AT YOUR EXPENSE WITH COUNSEL OF ITS OWN CHOOSING.
9. Release and Waiver. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE AND RELEASE HODARI AND ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS AND SUBCONTRACTORS FROM ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, OR CAUSES OF ACTION FOR ANY ALLEGED LOSS, DAMAGE, OR INJURY, OTHER THAN A CLAIM FOR COMPENSATION FROM US PURSUANT TO SECTION 10. THIS RELEASE AND WAIVER COVERS ALL CLAIMS ARISING IN TORT AS WELL AS THOSE ARISING UNDER ANY STATE OR FEDERAL STATUTE, THAT IN ANY WAY ARISE OUT OF, OR RELATE TO, THE SERVICES OR PERFORMANCE OR ALLEGED NON-PERFORMANCE UNDER ANY SERVICE AGREEMENT.
10. Our Functions. You acknowledge and agree that we are not a marketer, seller, endorser, guarantor, or insurer of your products or services or systems of any kind.  You agree that in rendering Services, we are not supplying information for your guidance and conduct of your business.
11. Our Documentation. We retain all ownership, rights, title, and interest, in and to any reports, procedures, data, calculations, notes, or other materials in any form conceived, prepared, or generated or originated by any Hodari Company. You are prohibited from distributing any Hodari Documentation by way of any medium, paper, or electronic, to third parties without our prior written consent. Notwithstanding the foregoing, you may distribute Hodari reports in their entirety internally and to regulatory authorities if required to do so. All such reports must contain the following legend: “Hodari LLC authorizes the above-named company to reproduce this Report provided it is in its entirety.”
12. Assignment. You cannot assign any of your rights or obligations under a Service Agreement to any other person without our written consent. 
13. Termination. Except as otherwise specifically provided in the Service Terms, a Service Agreement will continue until terminated by either Party upon thirty (30) days’ prior written notice to the other Party. In the event of your material breach of any Service Agreement with Hodari LLC, we may immediately terminate any or all Service Agreements. Your failure or inability to pay your debts and obligations in the normal course of business as well as any filing of a petition in bankruptcy or any similar filing for protection from creditors will be a material breach by you of all Service Agreements. Upon notice of termination of a Service Agreement, we will take immediate steps to bring the Services to a close in a prompt manner. Upon termination, we are entitled to reimbursement in full for all Services provided and any other sums due pursuant to the Service Agreement up to the effective date of termination, including any other direct costs and expenses incurred by us in connection with the termination.
14. Third Party Beneficiaries. Except for income related to the Services, each Party intends that no provision of a Service Agreement will in any way benefit any other third party or accord any third party any rights or remedies.
15. Waiver or Modification. Any failure by a Party to insist upon the performance of any provision of a Service Agreement will not constitute a waiver of any rights or a waiver of any right to future performance of that provision. For any waiver or modification of any provision of a Service Agreement to be effective, it must be set forth in a writing executed by both Parties’ authorized agents.
16. Dispute Resolution. Any dispute or disagreement, other than nonpayment of fees, relating to this SA, any Service Agreement entered into pursuant to this SA, or any Services provided under any such Service Agreement, will be settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association (“AAA”) pursuant to the AAA Commercial Arbitration Rules and Mediation Procedures. The arbitration venue will be Chicago, Illinois.   
17. The arbitration will be conducted before a panel of three (3) arbitrators. Each arbitrator will be an individual with substantial commercial transactional experience of at least fifteen (15) years in a corporate or judicial legal setting. The arbitration panel will be selected as follows: the Parties will request a list of ten (10) arbitrators drawn from the AAA’s panel of commercial arbitrators. From this list, both Parties will each choose one arbitrator. After they have been notified of their panel selection, the two (2) arbitrators will agree on a third arbitrator from the list of ten (10), who will be the chair of the panel, and the panel will be final. The decision of the majority of the arbitrators will be the panel’s decision. The arbitrators will not have the authority to add, change, or disregard any term of this SA or any Service Agreement entered into pursuant to this SA, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the remedies provided by Section 9 (Client Remedies) above, or the limitation of liability and release and waiver described in Sections 9 (Client Remedies) and 11 (Release and Waiver) above. The panel’s decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction. Arbitration will be the final remedy for any dispute between the Parties arising out of this SA or any Service Agreement entered into pursuant to this SA, provided, however, that nothing herein shall prevent any Party from seeking a court order for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English. 
18. Notice. Any notice to you must be made by hand delivery, courier service, mail, electronic mail at your principal place of business. Any notice to Hodari LLC must be made by courier service, electronic mail, or U.S. mail to Hodari LLC, Attention: Steve Deutsch. Notices will be effective upon receipt.
19. Severability. If any provision of a Service Agreement is held invalid, void, or unenforceable, the remainder of the Service Agreement will not be affected, and each remaining provision of the Service Agreement will be valid and enforced to the full extent permitted by law.
20. Governing Law/Jurisdiction. This SA, any Service Agreement entered into pursuant to this SA and any Services provided under any such Service Agreement will be governed by the laws of the State of Illinois, United States of America, without reference to its choice of law principles. 
21. Insurance. We reserve the right to require you to produce evidence that you maintain satisfactory insurance coverage for the purpose of meeting any third-party liability.  As an online consulting firm, practicing remotely, Hodari LLC is only required to maintain Professional Liability Insurance.
22. Survival of Terms. The provisions in a Service Agreement that by their nature prescribe continuing rights and obligations shall survive the termination of the Service Agreement, including the following provisions of this SA: Sections 3 (Scheduling, Pricing and Payment Terms); 4 (Your Information); 5 (Confidential Information); 9 (Client Remedies); 10 (Third Party Claims); 11 (Release and Waiver); 13 (Our Documentation); 16 (Third Party Beneficiaries); 17 (Waiver or Modification); 18 (Dispute Resolution); and 21 (Governing Law/Jurisdiction).
23. English Language. All documentation relating to a Service Agreement will be in English. Any translations of a Service Agreement provided to you are for your convenience only and, in all cases, the English version will govern.
24. Complete Agreement. Each Service Agreement will constitute the complete and fully integrated understanding between the Parties with respect to our performance of Services. Under no circumstances will any preprinted, additional, or different terms or conditions on your requests for Quotation, purchase orders, invoices, sales or marketing materials, or other business documents apply to any Services, modify any Service Agreement, or bind us.
25. Electronic Signature. This SA and Service Agreements may be executed and delivered by PDF or by means of electronic signature. PDF or other electronic signatures will be deemed to be valid and original.
26. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations due to fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorder, rebellions, or other similar cause beyond the reasonable control of the Party affected, provided that such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented, and, provided further, that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing the delay. This provision shall not act to delay or defer the payment of any sums which may be due and owing.

YOU AGREE TO THE TERMS OF THIS SA AND WARRANT THAT YOU HAVE MADE NO ALTERATIONS TO ITS TEXT, UNLESS SET FORTH SEPARATELY IN AN ADDENDUM THAT HAS BEEN EXECUTED BY US. YOU REPRESENT AND WARRANT THAT THE UNDERSIGNED IS AUTHORIZED TO EXECUTE THIS SA ON BEHALF OF THE CLIENT NAMED BELOW