Terms and Conditions: Service Agreement for Cann-O-Vision

Bud Bar Displays
Monthly Support Services Agreement

This Monthly Support Service Agreement (“Agreement”) is made and entered into on this [DATE] (“Effective Date”), by and between:

Provider:

Bud Bar Displays (“BBD”)
11431 Sunrise Gold Circle, Unit B
Rancho Cordova, CA 95742
916-858-2000
covsupport@budbar.com

(Hereinafter referred to as “Provider” or “BBD”)

AND

Client:

By checking the box acknowledging and accepting this Monthly Support Services Agreement, I confirm that I am legally authorized to enter into this Agreement on behalf of the business I represent, and hereinafter I will be referred to as “Client.”

WHEREAS, Provider, Bud Bar Displays (“BBD”), is offering remote support and maintenance services; and

WHEREAS, Client desires to retain BBD to provide such services on a monthly basis;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. SCOPE OF SERVICES

BBD agrees to provide the following monthly support services to the Client (collectively, the “Services”):

• Consultation with Client on digital display content and use of one or more BBD Cann-O-Vision templates for lift and learn display presentations.
• Prepare and load initial content for Cann-O-Vision screen(s) so that the initial presentation is ready and loaded to the display prior to shipping.
• Remotely update lift and learn and other digital display information per client request.
• Provide guidance and recommendations for the proper format, file type, image quality/size, character/word count, etc… for Client submitted content for lift and learn product slides.
• Remote technical assistance for Cann-O-Vision digital displays.
• Software installation, configuration, and basic troubleshooting.
• Regular health checks of Client’s Cann-O-Vision digital displays.
• Regular software updates.
• Response Time Objective: Initial response within two business hours during business hours.

2. ADDITIONAL SERVICES

Any services requested by Client that fall outside the scope of this Agreement will be quoted and billed separately at BBD’s then-current hourly rates for project-based fees.  Examples of Additional Services may include:

• Custom lift and learn presentations which require significant customized setup of lift and learn slides.

• Custom graphics and logo design services.

• Significant time spent working on presentations because information supplied by Client for presentations was deficient (e.g. image file type and size parameters not followed, work and/or character count limitations not followed, lack of information provided which requires significant additional BBD support team time to provide a quality presentation).

• Services that fall within the scope of this agreement that BBD support team personnel must perform outside normal business hours.

3. ADVERTISING SETUP SERVICES

The Cann-O-Vision is a revenue generator in that Clients can sell advertising space on their Cann-O-Visions to those wishing to purchase screen time to advertise their goods or services to the Client’s customers (“Advertising Clients”).  BBD’s support team will work directly with Advertising Clients to set up high-quality advertising screens and then provide a proof of the final advertisement to both the Advertising Client and Client for approval before remotely publishing it to a live screen.  The Client will have final sign-off on all content appearing on its live display screens.  BBD will charge a one-time fee to Advertising Clients for advertising set up services as noted below.  Advertising Clients will pay Client directly for all other agreed upon advertising-related charges at rates set by the Client.

• Advertising set up service charge - $50 to $125 per advertising screen depending on the time it takes BBD support team personnel to prepare and publish content to the Client’s screen (e.g. a fully formatted advertisement ready to publish will incur a one-time ad setup fee of $50 for the BBD support team to review, configure, and publish while an advertising client that requires assistance with a logo, image, detailed advertising slide setup, and other related services will incur a larger fee based upon the amount of support team time that is required to create a quality advertisement worthy of the display in the Client’s business).

• Custom graphics or logo - billed separately at BBD’s then-current hourly rates for project-based fees.

4. SERVICE HOURS

BBD’s standard business hours are Monday through Friday 8:00 AM to 4:00 PM PDT, excluding major U.S. holidays.  Support requests received outside of these hours will be addressed on the next business day.

5.FEES AND PAYMENT

• Monthly Fee: Client agrees to pay BBD a monthly fee of $125 per month per Cann-O-Vision digital display screen for the services (“Monthly Fee”).
• Invoicing: Monthly payments for services are due on the first of the month in advance of services being rendered.
• Payment Method: Recurring automatic payments via ACH transfer or credit card are required.  Automated payments must be setup prior to receiving any services outlined in this Agreement.

6. CLIENT RESPONSIBILITIES

Client agrees to:

• Provide BBD with necessary access to systems, software, and information to perform the Services.

• Designate a primary point of contact for all support-related communications.

• Cooperate with BBD’s support team and provide timely information in the proper format, file type, size, etc...

• Ensure a reliable internet connection is available for remote support.

• Notify BBD promptly of any issues or concerns.

7. TERM AND TERMINATION

• Term: This Agreement shall commence on the Effective Date and continue for an initial term¹ of three (3) months (“Initial Term”) and thereafter shall automatically renew on a month-to-month basis (“Renewal Term”) unless terminated as provided herein.

• Termination for Convenience: Either party may terminate this Agreement with thirty (30) days written notice to the other party.

• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof.

• Effect of Termination: Upon termination, Client shall pay BBD for all Services rendered and expenses incurred up to the effective date of termination.

¹ The three-month initial term is whatever partial month remains from the order date to end of the month the order was made plus three full months thereafter.

8. CONFIDENTIALITY

Both parties agree to keep confidential all non-public information received from the other party during the course of the agreement.  This obligation of confidentiality shall survive the termination of this Agreement.

9. LIMITATION OF LIABILITY

BBD shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with this Agreement.  BBD’s total liability under this Agreement shall not exceed the total amount of fees paid by Client to BBD for the Monthly Support Services in the month of the event giving rise to the liability.

10. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless BBD, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Client’s breach of this Agreement or Client’s use of the Services.

11.GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.  Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties.  If an amicable resolution cannot be reached, the parties agree to submit to binding arbitration in Sacramento County, California in accordance with the rules of the American Arbitration Association.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13. AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent via electronic mail (“email”) to the email addresses first set forth above or to such other address as a party may designate by written notice to the other party.  Notices shall be deemed given when received.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

PROVIDER:

Bud Bar Displays (“BBD”)

Date: [Date Acknowledged by Client]

CLIENT:

Checking the box acknowledging and accepting this Monthly Support Services Agreement serves as my signature affirming that I have read and understand the Agreement as well as my intention to enter into this Agreement and follow its provisions.  I confirm that I am legally authorized to enter into this Agreement on behalf of the business I represent.