Payment due upon signing and agreeing to scope of services. Payment must be paid in full no later than when the project is complete.
Terms and conditions
Company and client enter into this website business agreement upon the following additional terms and conditions.
- Client’s Obligations
Client agrees to work cooperatively with the Company to facilitate consulting systems and/or deliver training/coaching services. In the event that a client is not fully prepared and does not respond to planned activity there will be no refunds. The services rendered include time and professional experience that is properly dedicated to serve the client. Client agrees that any changes that are needed to be made must be ordered at least 36 hours before the project is set to begin. Client also accepts sole responsibility for any such changes that violate compliance standards and agrees to fully indemnify Company for all expenses (including reasonable attorneys’ fees), damages, losses, and judgments relating to claims involving business operations, including claims that such changes violated the intellectual property rights of third parties or caused other harms to third parties.
- Ownership and Intellectual Property Rights
Ownership of Intellectual Property. The company is the exclusive owner of all software, documentation, and other materials supplied to or created for the Client (including revisions, modifications and enhancements thereto) and any other specifications, documentation, ideas, know-how, techniques, processes, inventions or other intellectual property that Client or its licensors or suppliers may develop, conceive or provide in connection with Company’s performance of the Services, including all patents, copyrights, and other intellectual property rights thereto (“Work Product”). The client owns its trademarks and all information and data directly or indirectly supplied to Company or supplied by Client’s customers or customer prospects. Company grants Client a nonexclusive worldwide license to use and sublicense the Work Product during the term of this Agreement for purposes of utilizing the Services pursuant to these Terms and Conditions. Notwithstanding anything else herein to the contrary, Client shall have the right to collect, own and use data for purposes of improving, analyzing and promoting its services.
- Limitation of Liability
THE LIABILITY OF EACH PARTY AND ITS LICENSORS, SUPPLIERS, AND SUBCONTRACTORS IS LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY SUCH PARTY’S ACTS OR OMISSIONS, UP TO A MAXIMUM LIABILITY EQUAL TO THE AMOUNT PAID BY CLIENT FOR THE SERVICES THAT DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS, SUPPLIERS, OR SUBCONTRACTORS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
(A) Confidential Information. As a result of the relationship entered into by the parties under this Agreement, the parties acknowledge that they may from time to time require or gain access to information that is confidential or proprietary to one another. All information disclosed by a party hereunder that (1) is in writing and marked with an appropriately restrictive legend indicating the confidential or proprietary nature of the information, (2) is disclosed orally and reduced to a writing marked with an appropriately restrictive legend promptly after the oral disclosure, or (3) by its nature or under the circumstances of its disclosure should reasonably be understood to be confidential is referred to herein as “Confidential Information.”
(B) Obligations. The receiving party (1) shall hold all Confidential Information in confidence; (2) shall use the Confidential Information only for the purpose of performing its obligations under this Agreement; (3) shall reproduce the Confidential Information only to the extent necessary for such purpose; (4) shall restrict disclosure of the Confidential Information to its employees, agents and representatives with a need to know and who are bound to protect the confidentiality of such Confidential Information (and shall advise such employees, agents and representatives of the obligations assumed herein); and (5) shall not disclose or cause to be disclosed the Confidential Information to any third party without prior written approval of the disclosing party, except as allowed under (4) above.
(C) Exceptions. The foregoing restrictions do not apply to Confidential Information that (1) is or becomes a part of the public domain through no wrongful act or omission of the receiving party; (2) was in the receiving party’s lawful possession before the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (4) is independently developed by the receiving party without reference to or reliance on the Confidential Information; or (5) the disclosing party agrees in writing is free of such restrictions.
(D) Irreparable Injury. Each party acknowledges that any breach of the provisions of this section would result in serious and irreparable injury to the non-breaching party for which the non-breaching party cannot be adequately compensated. Each party agrees, therefore, that, in addition to any other remedy that the non-breaching party may have, the non-breaching party is entitled to enforce the specific performance of this section and to seek both temporary and permanent injunctive relief without the necessity of proving actual damages
(A) Termination. If a “Month-to-Month” service is selected, this Agreement terminates upon the earliest of:
(1) 30 days after written notice from one party to the other of the defaulting party’s material breach of this Agreement, which breach is not cured within such 30-day period;
(2) immediately upon written notice by either party to the other if the other party (a) becomes insolvent; (b) files a petition, or has a petition filed against it, under any laws relating to insolvency, and the related insolvency proceedings are not dismissed within 60 days after the filing of such petition; (c) enters into any voluntary arrangement for the benefit of its creditors; (d) appoints, or has appointed on its behalf, a receiver, liquidator or trustee of any of such party’s property or assets; or (e) ceases to carry on business in the ordinary course.
(B) Month-to-Month Payment Plan Termination: Termination of Month-to-Month Services shall be effective upon thirty (30) days Notice of Termination by either party.
(C) Annual Payment Plan Termination: Termination of Annual Services shall be effective upon thirty (30) days Notice of Termination by client, and client shall be entitled to a refund of any pre-paid monthly fees as to any remaining full three-month periods following the effective date of such termination. By way of example, if a client on Annual Services paid up through December 31 gives notice of termination on August 15, the effective date of termination would be September 14 and the client would be entitled to a refund for the remaining quarter of the term, October 1 through December 31.
(D) Survival. Sections 2, 3, 4, 5 and 6 survive any termination of this Agreement.
(E) Effect of Termination. After any termination of this Agreement, Company shall immediately discontinue the provision of all products and services hereunder, including the hosting of any client website, as applicable, client shall promptly pay any unpaid fees earned hereunder or receive any refund owed for Annual Services as described above, and Company shall, promptly upon client’s request, destroy and certify in writing to client that it has destroyed the originals and all copies of all confidential information disclosed by client hereunder.
(F) One Time Payment: Client is paying for company time as services are rendered. There will be no refunds for clients not being prepared or not fully operating on the program that is being provided. We are a boutique, professional service delivering valuable and actionable information to create a plan for growth. Company is not responsible for lack of due diligence on the client’s part.
(A) Independent Contractors. The relationship between Company and client is solely that of independent contractors and not that of employment, agency, partnership or joint venture. Neither party has the authority to represent or bind the other.
(B) Governing Law. This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the laws of the State of Washington without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in Middlesex County, in the State of New Jersey.
(C) Entire Agreement; Modification. This Agreement and each SOW constitute the entire understanding between Company and client with respect to the subject matter hereof. In the event of a conflict between this Agreement and an SOW, the SOW governs. This Agreement shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by written agreement of the parties hereto. The failure of either party, in any one or more instances, to enforce any of the terms of this Agreement shall not be construed as a waiver of future enforcement of that or any other term.
(D) Assignability. Neither party may assign this Agreement, or any of its rights or obligations hereunder, without the other party’s written consent, which consent shall not be unreasonably withheld, except that either party may assign this Agreement to any of its affiliates or subsidiaries or to a successor in the event of a merger, acquisition or sale of all or substantially all of its assets or capital stock without the other party’s written consent.
(E) Force Majeure. Neither party will be held responsible for any delay or failure in performance of its obligations hereunder to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of terrorism or war, act of God, or other similar causes beyond its reasonable control and without the fault or negligence of the delayed or non-performing party or its subcontractors.
Clients will agree to the scope of work as outlined in the above proposal. We are directed to proceed with the scheduling as outlined on agreed time. Authorization and commencement of above work requires purchasing the program right on this website. Change orders for work outside of the scope of this agreement will be submitted to a client representative authorized to approve such work. Final payment for all integration labor shall be due no later than the day of completion/day of delivery.
The website you have entered (stansher.net, its sub-domains, affiliated websites and applications, any mobile versions) and any services or Content (as defined below) available therefrom (the “Site”) is a copyrighted work owned and operated by Dealer eTraining, LLC, a New Jersey limited liability company with its principal offices in North Brunswick, New Jersey.
LAST MODIFIED: October 1, 2021
IF YOU ARE UNDER 18 YEARS OLD, YOUR PARENT OR LEGAL GUARDIAN MUST READ, UNDERSTAND, AND AGREE TO THESE TERMS ON YOUR BEHALF PRIOR TO YOUR ACCESS TO AND USE OF THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OR HAVE NOT OBTAINED YOUR PARENT OR LEGAL GUARDIAN’S CONSENT TO AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE. IN NO EVENT MAY YOU ACCESS OR USE THIS SITE IF YOU ARE UNDER THE AGE OF 13.
YOUR ACCESS TO AND USE OF THE SITE CONSTITUTES ACCEPTANCE OF THESE TERMS.
- CHANGES TO THE SITE OR TERMS
Stan Sher reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) at its sole discretion with or without notice to you. You agree that Stan Sher will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
Stan Sher further reserves the right, at any time, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site, the Content, or any other matter, in its sole discretion. Any modification to the Terms shall become effective when posted. ANY ACCESS TO OR USE OF THIS SITE OR ANY CONTENT BY YOU AFTER THE POSTING OF THE REVISED TERMS SHALL CONSTITUTE YOUR AGREEMENT TO SUCH REVISED TERMS. No modification to these Terms shall be valid or enforceable against Stan Sher unless expressly agreed to by Stan Sher in a writing signed by a duly authorized officer of Stan Sher.
- TERM AND TERMINATION
These Terms will remain in full force and effect while you access and use the Site. Stan Sher may terminate these Terms or discontinue operation of the Site without notice to you, at any time and for any reason, in our sole discretion, without liability, including but not limited to if you breach any of these Terms. In the event of termination of these Terms with respect to you, you will no longer be authorized to access or use the Site or any Content.
In the event of a termination of these Terms or termination of your access to and use of the Site, Sections 3 through 14 of these Terms shall survive and continue in full force and effect. Further, all rights granted by you shall remain in full force and effect and Stan Sher shall be permitted, but shall not have any obligation, to delete any of your personal data collected in the operation of the Site unless otherwise required by law.
- LICENSE; SITE CONTENT
- License. Subject to these Terms, Stan Sher grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use. Unauthorized access to or use of the Site or the Content is a breach of these Terms and may be a violation of law.
- Site Content. Unless specifically permitted herein, no information, materials, files, videos, or other content (collectively “Content”) comprising, contained in or distributed through the Site may be reproduced in any form or used by you without the prior written consent of Stan Sher. The Site and the Content found therein are the property of Stan Sher, its licensees and/or licensors. The Site and the Content are protected by copyright laws and international treaty provisions. You acknowledge that Stan Sher or its business partners, licensees or licensors (as applicable) own and shall retain the exclusive right, title and ownership in and to all copyrights, trade secrets, trademarks and other intellectual property and proprietary rights in the Site and all Content. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the Site or any of the Content. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, disassemble, decompile, attempt to obtain the source code of, grant a security interest in, publicly perform, publicly display, transfer or exploit the Site, the Content, any technology or software relating thereto, or any portion of any of the foregoing. All copyright, trademark, or other proprietary notices on the Site or any Content must be retained and displayed at all times.
- DISCLAIMER OF WARRANTIES AND REPRESENTATIONS
THE SITE AND THE CONTENT CONTAINED IN AND DISSEMINATED FROM THE SITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE (ALL OF SUCH IMPLIED WARRANTIES AND REPRESENTATIONS BEING HEREBY EXPRESSLY DISCLAIMED). YOU ASSUME THE ENTIRE RISK (i) AS TO YOUR ACCESS TO AND USE OF THE SITE, AND YOUR SELECTION AND USE OF ANY CONTENT OBTAINED THROUGH OR FROM THE SITE; AND (ii) THAT THE SITE AND/OR THE CONTENT WILL MEET YOUR REQUIREMENTS, BE ACCURATE OR RELIABLE, HAVE ANY LEVEL OF QUALITY OR MEET YOUR EXPECTATIONS. Stan Sher MAKES NO WARRANTY OR REPRESENTATION THAT YOUR ACCESS TO AND USE OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED, VIRUS FREE, ERROR-FREE OR COMPLETELY SECURE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM HARDWARE OR SOFTWARE, OR FOR ANY LOSS OF DATA OR OTHER DAMAGES, RELATING TO YOUR ACCESS TO AND USE OF THE SITE OR THE SITE OR CONTENT. NO ADVICE, INFORMATION OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM, THROUGH OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE OR THE CONTENT, WILL CREATE OR PROVIDE ANY WARRANTY OR REPRESENTATION ON THE PART OF Stan Sher OR ANY OF THE Stan Sher PARTIES (AS HEREINAFTER DEFINED).
Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the liability of the Stan Sher Parties shall be limited to the greatest extent permitted by applicable law.
- USER CONDUCT; PROHIBITED ACTIVITIES
You agree that you shall not post, publish, submit or otherwise disseminate through the Site any content or other information:
- that is known by you to be false, inaccurate or misleading;
- that violates, infringes or misappropriate any third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity or other intellectual property or proprietary right;
- that violates any law, statute, regulation, rule or ordinance (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- that is, or may reasonably be considered to be, defamatory, libelous, hateful, profane, abusive, racially, religiously, or otherwise biased or offensive, unlawfully threatening or unlawfully harassing to any individual or entity, or otherwise contains foul language;
- that contains any computer viruses, worms or other potentially damaging computer programs or files
In addition to the foregoing, you agree not to:
- Download or upload any content or material that you know or reasonably should know cannot be legally obtained in such manner;
- Restrict or inhibit any other user from using and enjoying any area within the Site;
- Collect or store personal information about other users of the Site, or submit personal data on the Site without their express permission and authority to do so;
- Attempt to access or use the Site or the Content after your access or use has been terminated;
- Affect the way the Site displays Content (including any pages contained therein) other than through adjustments to your browser or display settings to facilitate your personal viewing of the Site;
- Use any automated means to access or use the Site or to collect any Content contained therein;
- Modify or create variant versions of the Stan Sher or Stan Sher name, trademark, indicia or logos;
- Interfere with or disrupt the Site or the infrastructure;
- Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site;
- Take any action that imposes an unreasonably or disproportionately large load on the Site or its infrastructure;
- Engage in any acts or omissions that could constitute a violation of applicable laws, statutes, regulations, rules or ordinances.
You agree to notify us if you suspect any activity in violation of these Terms and cooperate with our investigation of such violation.
- THIRD-PARTY LINKS
The Site may contain links to third-party websites and services for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Stan Sher, and Stan Sher is not responsible for any Third-Party Links. Stan Sher provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Your interaction with all Third-Party Links is at your own risk. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
- COPYRIGHT AND TRADEMARK INFORMATION
© Dealer eTraining, LLC 2011. All rights reserved.
Your use of any trademarks, service marks, branding, logos, and designs owned or licensed by Stan Sher is prohibited without the prior written consent of Stan Sher or the consent of the third party that owns the trademark.
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Site or delivering them to you through email, if you have previously provided your email address to us. If you do not provide us with accurate information, we cannot be held liable if you do not receive notice.
- GOVERNING LAW AND JURISDICTION
The Site is controlled and managed by Stan Sher from its offices in the United States and is targeted to the United States. These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to its conflicts of laws principles. By accessing or using the Site, you submit to the exclusive jurisdiction of and venue in the Federal District Court located in the New Jersey and the Supreme Court of the State of New Jersey for New Jersey (Middlesex County) County to resolve any dispute arising out of or in connection with these Terms, the Site or the Content, and waive any objections thereto including those of inconvenient forum or similar defenses.
You must not access or use the Site or the Content in countries where it is restricted, prohibited or limited by local law, regulations, codes or customs. Stan Sher makes no warranty or representation that the Site or the Content is appropriate or available for access or use in locations outside the United States.
- USERS OUTSIDE OF THE UNITED STATES
If you (a) are using the Site from a country embargoed by the United States, (b) are on the United States Treasury Department’s list of “Specially Designated Nationals,” or (c) are on the U.S. Commerce Department’s Table of Deny Orders, you agree that you will not conduct any commercial activities using or through the Site and will not otherwise use the Site or any related services in violation of United States export control laws or regulations.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Stan Sher, ITS SUBSIDIARIES AND AFFILIATES AND/OR THEIR RESPECTIVE OFFICERS, DIRECTORS, TRUSTEES, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (ALL OF THE FOREGOING, COLLECTIVELY, THE “Stan Sher PARTIES”) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PERSONAL OR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PERSONAL OR BUSINESS INFORMATION, OR OTHER LOSS OR DAMAGE) ARISING OUT OF OR RELATED TO THESE TERMS OR ARISING OUT OF THE ACCESS OR USE, OR INABILITY TO ACCESS OR USE THE SITE AND/OR ITS CONTENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED (E.G., WHETHER IN CONTRACT, TORT OR OTHERWISE). ACCESS TO, AND USE OF, THE SITE AND CONTENT IS AT YOUR OWN RISK AND DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER, OR LOSS OF DATA RESULTING THEREFROM. IF, NOTWITHSTANDING THE PROVISIONS OF THE TERMS, ANY OF THE Stan Sher PARTIES IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR ACCESS TO OR USE OF THE SITE, THE CONTENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Stan Sher PARTIES SHALL IN NO EVENT EXCEED $100 USD. YOU AGREE TO USE YOUR BEST EFFORTS TO MITIGATE ANY DAMAGES OR LOSSES YOU MAY SUFFER IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND THE CONTENT.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, parts of the above limitation may not apply to you. In such jurisdictions, the liability of the Stan Sher Parties shall be limited to the greatest extent permitted by applicable law. Check your local laws for any restrictions or limitations regarding the limitation of liability for consequential or incidental damages.
You agree to defend, indemnify and hold harmless Stan Sher, its affiliates, subsidiaries, licensees, vendors, partners, and each of their respective directors, officers, members, managers, employees, agents and representatives from and against any and all claims, actions, losses, damages, liabilities, judgments, settlements, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of or relating to (a) your breach of these Terms or any applicable laws or regulations, (b) your access to or use of the Site and/or the Content, (c) your violation, breach or misappropriation of a third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property, proprietary or other right, (d) your tortious acts including, without limitation, defamation, and/or (e) any claims you may raise against third parties relating to third party products or services. We reserve the right to assume, at our expense, the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. If we assume such defense, we will be responsible solely for our legal fees in connection with such defense and all other losses, damages, liabilities, judgments, settlements, costs and expenses shall be your sole responsibility.
These Terms constitute the entire agreement between you and us regarding the access to or use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
If you have questions or comments, please contact us at: firstname.lastname@example.org