Terms and Conditions
BORDER7 STUDIOS, LLC
Border7 Studios, LLC, a California limited liability company (hereinafter “Border7” or “We/Us/Our”) provides services, products and information via our website (located at www.border7.com), Our Facebook pages (located at facebook.com/border7) and other platforms which may be added or removed at anytime. Collectively, these sites are referred to as the “Platform(s)” and include all versions accessible through all up-to-date devices and web browsers.
ALL USERS AGREE TO OUR TERMS & CONDITIONS
All visitors (hereinafter, “User(s),” “You” or “Your”) to our Platforms are subject to the terms, conditions and notices set forth in these Terms and Conditions (the “Terms & Conditions”). Purchasers of Our products, or subscribers to Our services may be subject to additional rules applicable to such transactions. These Terms & Conditions may be amended from time-to-time.”
By using Our Platforms, purchasing Our Products (physical and/or digital) or subscribing to Our services, You accept these Terms & Conditions and agree to comply with all of its provisions. If You do not wish to accept these Terms & Conditions, DO NOT USE OUR PLATFORMS, PURCHASE OUR PRODUCTS OR SUBSCRIBE TO OUR SERVICES.
PURCHASES AND SUBSCRIPTIONS
We currently provide products in the form of downloadable digital products. We also provide access and subscriptions to our services. Collectively, We refer to Our products, services, and subscriptions as “Our Products.” All purchasers of any of Our Products agree to the following conditions for any paid transaction with Us (hereinafter, “Payment Terms”).
Our Products are sold and distributed in a digital format are non-refundable, including any subscriptions for a series of services.
We reserve the right to change the costs of Our Products at any time. Please check with Our Platforms for the latest pricing and information.
CONDUCT OF USERS
Users of Our Platforms understand and agree that Our Platforms may only be used for lawful purposes and in accordance with these Terms & Conditions.
Users of Our Platforms represent that You are of legal age and capable of forming a binding contract with Us. These Terms & Conditions are a binding contract.
Links to Our Platforms. You may provide links to the home page of Our Platforms, but not to any other content within Our Platforms. You may not provide links that frame Our Content, or may damage Our reputation, or that might indicate any form of association with Us or endorsement by Us.
MASTER CONSULTING AGREEMENT
This MASTER CONSULTING AGREEMENT (this “Agreement”) is entered by and between Border7 Studios, LLC, a California limited liability company and (“Client”), each a “party” and collectively “the parties,” for the rendering of computer consulting and other professional services by Border7 Studios to Client in accordance with the following terms and conditions.
a) Statements of Work: Border7 Studios shall use commercially reasonable efforts to provide Client with the professional services, (the “Services”) and the deliverables, (the “Deliverables”) set forth in one, or more mutually executed statement(s) of work attached hereto as Exhibit A, and incorporated herein (each, a “Statement of Work”). The parties may add to the Exhibit A description of tasks, and deliverables from time to time by attaching additional Statements of Work, (which shall be numbered sequentially, e.g.., SOW A-1, A-2, etc.), which upon mutual execution by the parties, shall be incorporated herein by this reference, and made a part of hereof.
b) Service Agreement: Border7 Studios shall use commercially reasonable efforts to provide Client with the professional services, (the “Services”) and the deliverables, (the “Deliverables”) set forth in one, or more mutually executed service agreement(s) of work attached hereto as Exhibit SA, and incorporated herein (each, a “Service Agreement”). The parties may add to the Exhibit SA description of services, (which may be one-time or ongoing) and deliverables from time to time by purchasing a service plan through Border7 Studios’ site, which upon receipt of payment, shall be incorporated herein by this reference, and made a part of hereof.
c) Changes: If Client requests additions or revisions to a signed Statement of Work, including any Deliverables that have already been delivered to Client, or any work that is outside the scope of a signed Statement of Work, the Border7 Studios will present to Client a Change Order detailing the requested tasks, and any additional fees applicable thereto. Border7 Studios will not have any obligation to perform additional work until Client signs such Change Order.
a) Invoices: Border7 Studios will commence performing Services as soon as practicable following Border7 Studios’ receipt and acceptance of a signed copy of this Agreement and/or Statement of Work or Service Agreement referencing this Agreement, as well as a purchase order or other written authorization of the Services and Deliverables. Notwithstanding the foregoing, no terms, provisions or conditions of any purchase order, or other business form, or written authorization used by Client shall have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, other than to state the volume, or timing of Services or Deliverables, regardless of any failure of Border7 Studios to object to such terms, provisions or conditions.
b) Payment for Services: Client agrees to pay Border7 Studios the consideration specified in the applicable Statement of Work or Service Agreement under the terms stated therein. In the absence of any contrary terms set forth below, or any payment terms set forth in the applicable Statement of Work or Service Agreement, all fees will be due and payable following the date of Border7 Studios’ invoice. Client’s satisfaction of all payment obligations is a condition precedent to Border7 Studios’ continued performance hereunder, as well as any and all assignments of rights and license grants to Client pursuant to Section 6 or any Statement of Work or Service Agreement.
c) Expenses: In addition to the provisions of Section 2(a) above, Client agrees to pay any and all reasonable and necessary expenses incurred by Border7 Studios on behalf of Client in connection with Border7 Studios’ performance of the Services, or provision of the Deliverables.
d) Third Party Products: In the event that any Statement of Work, or Service Agreement specifies that Border7 Studios will procure any third party products on Client’s behalf, then Client shall pay for such third party products, if any, in full upon the ordering by Border7 Studios of such products, or, if such products are already in Border7 Studios’ possession, upon the delivery of such products to Client. Border7 Studios will invoice and Client will pay the costs incurred by Border7 Studios in the acquisition of the third-party product.
e) Taxes: Client shall pay or reimburse any and all federal, state or local sales, use, excise or other Client taxes arising from or related to this Agreement.
f) Independent Contractors: Client acknowledges, and agrees that Border7 Studios’ performance pursuant to this Agreement shall be in Border7 Studios’ capacity as an independent contractor, and not as any agent, or representative of Client. Client shall not be required to withhold from Border7 Studios compensation, and/or pay on Border7 Studios behalf any Social Security (FICA) payments, income taxes, (federal or state), worker’s compensation or unemployment insurance premiums or contributions, or the like.
a) Client agrees to cooperate with Border7 Studios in the performance of the Services, including providing reasonable facilities, work space, equipment, tools, and instrumentalities required to perform the Services, and timely access to data, information, personnel of Client, and Client acknowledges, and agrees that Border7 Studios’ performance is dependent upon timely and effective satisfaction of Client’s responsibilities set forth in the applicable Statement of Work, or Service Agreement, and timely decisions, and approvals in connection with the Services. Client acknowledges that if the applicable Statement of Work, or Service Agreement provides that Client personnel are to work with Border7 Studios in connection with an engagement, then, Client’s failure to assign sufficient Client personnel having skills commensurate with their role with respect to such engagement could adversely affect Border7 Studios’ ability to provide the Services pursuant to this Agreement.
b) Client acknowledges and agrees that Border7 Studios may in performing its obligations pursuant to this Agreement, be dependent upon or use data, material, and other information furnished by Client without any independent investigation, or verification thereof, and that Border7 Studios shall be entitled to rely upon the accuracy and completeness of such information in performing the Services. In performing the Services, Border7 Studios may be making recommendations, and providing advice, but all decisions as to implementing such advice, and recommendations shall be made by, and shall be the sole responsibility of Client; Border7 Studios shall not be liable to Client for any result obtained, or not obtained as a consequence of Client’s implementation of such advice, or recommendations. Client shall defend, indemnify, and hold Border7 Studios harmless from, and against any and all damages, expenses, costs, (including reasonable attorney’s fees, and allocated costs of in-house counsel), and other liabilities arising from Border7 Studios’ reliance on any information, data, or personnel provided by Client to Border7 Studios.
c) Border7 Studios agrees to remove from a project any personnel that Client deems unsatisfactory; provided, however, that Border7 Studios shall have a reasonable opportunity to replace such personnel in the event that such removal is due to such personnel not performing the Services in a professional, or workmanlike manner, complying with the terms of this Agreement, or complying with Client’s written rules or policies (a copy of which must be provided to Border7 Studios in advance of the commencement of Services). In all other cases, Client shall have the right to request that Border7 Studios remove any personnel from a project; provided, however that Client shall give Border7 Studios at least ninety (90) days; prior written notice of such request.
Border7 Studios warrants that the Services will be performed by personnel who have the requisite skill, qualifications, and licenses necessary to perform the Services, and that the Services will be performed in a professional and workmanlike manner. The warranty thirty (30) day warranty period applicable to each discrete Service is following Border7 Studios’ performance of such Service (the “Warranty”). If, during the Warranty, Client notifies Border7 Studios of a breach of the foregoing warranty within thirty (30) days of receiving the project, then, as Client’s sole and exclusive remedy and Border7 Studios’ sole and exclusive obligation for such breach, Border7 Studios shall re-perform the Service in a conforming manner. Any re-performed Services will be warranted for the remainder of the original Warranty Period. If, following receipt of Client’s notice, Border7 Studios determines that no such nonconformity exists, or that the nonconformity is attributable, in whole or in part, to actions of Client, or third-party vendors, Client shall compensate Border7 Studios for Border7 Studios’ remediation services at Border7 Studios’ then-current time, and materials rates. No employee, agent, representative, or affiliate of Border7 Studios has authority to bind Border7 Studios to any oral representations or warranty concerning the Services or Deliverables. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. The foregoing warranties do not apply to products purchased by Border7 Studios from third parties at Client’s request. The third party warranties shall, to the extent permissible, be passed through to Client. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BORDER7 STUDIOS DOES NOT MAKE ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL, OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.
5. Limitation of Liability.
IN NO EVENT SHALL BORDER 7 STUDIOS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER BORDER7 STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BORDER7 STUDIOS LIABILITY ARISING OUT OF, OR RELATING TO A PARTICULAR STATEMENT OF WORK OR SERVICE AGREEMENT EXCEED THE FEES PAID BY CLIENT TO BORDER7 STUDIOS WITH RESPECT TO SUCH STATEMENT OF WORK OR SERVICE AGREEMENT. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT. THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT. ANY ACTION UNDER THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
6. Property Rights.
a) Definitions. As used herein, the term, “IP Rights” shall mean recognized protectable intellectual property such as patents, copyrights, trademarks, applications for any of the foregoing, trade secrets, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, and any and all other legal rights protecting intangible proprietary information.
b) Client IP Rights. The parties agree that, except as set forth below, the IP Rights pertaining to the Deliverables that are specifically identified on any Statement of Work or Service Agreement as “Contract Deliverables” or otherwise expressly set forth as being owned by Client (collectively, the “Contract Deliverables”) shall be the sole property of Client (hereinafter, “Client Property”). To perfect ownership thereof, Border7 Studios hereby agrees to assign to Client all rights Border7 Studios may have in Client Property; except for, and subject to Border7 Studios’ ownership in, and to any Border7 Studios’ Property, (as such term is defined in subsection (c) below. Subject the foregoing, Border7 Studios agrees that for copyright purposes such Client Property shall be deemed, “works made for hire,” and further agrees to assist and cooperate with Client in all reasonable respects, and execute all documents reasonably necessary to acquire, transfer, maintain, and enforce Client’s rights in such Client Property. Client shall pay Border7 Studios for its time reasonably incurred under this section at Border7 Studios’ then-current standard rates. Border7 Studios may retain copies of the items which constitute the Client Property prepared by Border7 Studios in connection with the Services.
c) Border7 Studios Property. Nothing in this section6 shall be deemed to transfer to Client any IP Rights in (i) any property, or materials of any kind developed by Border7 Studios prior to the date of the latest executed Statement of Work or Service Agreement; (ii) any property or materials that relate to Border7 Studios’ work for any of its other clients, (iii) any property or materials of any kind developed by Border7 Studios independently without use of Client’s equipment, supplies, facilities or proprietary materials; (iv) any tools, methodologies, processes, or technologies created, or adapted by Border7 Studios in its business generally; or (v) any and all improvements, modifications, enhancements, and/or derivative works made to any of the foregoing, (collectively, the “Border7 Studios Property”). All Border7 Studios Property, including any, and all IP rights therein relating thereto, are, and shall continue to be owned by Border7 Studios, and are, and shall remain Border7 Studios Confidential Information. Notwithstanding anything to the contrary set forth in this Agreement, or any Statement of Work or Service Agreement, Border7 Studios, and its personnel shall be free to use, disclose, and employ any Border7 Studios Property gained, refined, or learned during the course of any assignment, so long as it, or they acquire, and apply such information without reference to any Client proprietary materials, or Client Confidential Information.
d) License to Border7 Studios Property. To the extent that the Services result in any of Border7 Studios’ Property being embodied in the Contract Deliverables, then subject to the terms and conditions of this Agreement, Border7 Studios hereby grants to Client a limited, non-exclusive, non-transferable, and non-sublicense able, royalty-free license to internally use, reproduce, modify, internally perform, and internally display the Border7 Studios Property, solely as embodied in the Contract Deliverables. Client will not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software comprising Border7 Studios’ Property that is delivered in object code form; (ii) modify or remove any proprietary notices, or legends placed on, or contained within any Border7 Studios Property; or (iii) use, or publicly display any Border7 Studios’ Property in any manner not provided or contemplated herein. The foregoing licenses are limited to Client’s internal business purposes, and not for use in any service bureau, or time-sharing arrangement, or provision to any third party. There are no implied licenses granted hereunder, and Border7 Studios retains any rights not expressly granted hereunder.
a) “Confidential Information” means any business, or technical information of Border7 Studios, or Client, including any information which relates to Border7 Studios’, or Client’s methods, methodologies, plans, projects, and sales opportunities, proposal or bid strategies, or corporate strategies, and any other information which has been marked “Confidential” or “Proprietary” by the disclosing party, or information that would be reasonably understood to be of a confidential nature.
b) Confidential Information shall not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is known to the receiving party at the time of disclosure without violation of any confidentiality restriction, and without any restriction on the receiving party’s further use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received from a third party not under an obligation as to disclosure of such information.
c) Client specifically acknowledges that in order to perform the Services called for in this Agreement, it shall be necessary for Border7 Studios to disclose to Client certain trade secrets that have been developed by Border7 Studios at great expense, and that have required considerable effort of skilled professionals. Client further acknowledges, and agrees that the work pursuant to this Agreement will of necessity incorporate such trade secrets and those such trade secrets constitute Border7 Studios’ Confidential Information.
d) Each party will hold the Confidential Information of the other party in strict confidence, will not use such Confidential Information except as expressly permitted herein, and will not disclose such Confidential Information to any third party except to its employees, and consultants with a need to know in connection with a party’s performance of this Agreement, (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants).
e) Upon any termination of this Agreement, or earlier upon either party’s written request, each party shall promptly return to the other party all Confidential Information of the other party in its possession, or control, and will provide the other party within any exclusion set forth in Section 7 (b) above.
a) Client acknowledges that Border7 Studios provides a valuable service by identifying, and assigning personnel for Client’s work. Client further acknowledges that Client would receive substantial additional value, and Border7 Studios would be deprived of the benefits of its work force, and would experience substantial cost, if Client were to hire, or contract with Border7 Studios’ personnel after they have been introduced to Client by Border7 Studios. Without the prior written consent of Border7 Studios, Client shall not recruit, or hire, or otherwise contract directly, or indirectly with any personnel of Border7 Studios who have been introduced to Client by Border7 Studios, or who are, or have been assigned to perform work for Client hereunder until one (1) year after the termination of this Agreement.
b) In the event that Client hires, or contracts directly, or through a third party with any personnel of Border7 Studios who have been introduced to Client by Border7 Studios, or who are, or have been assigned to perform work for client in violation of this Agreement, Client shall pay to Border7 Studios an amount equal to the greater of: (i) fifty percent (50%) of the total first year compensation Client pays to such personnel; or (ii) Fifty Thousand Dollars ($50,000) as a fee for the additional benefit obtained by Client.
c) Notwithstanding the above, if Client requests that Border7 Studios locate, and refer individuals to become employees of Client, Client may hire such individuals after the services of such individuals have been provided to Client pursuant to this Agreement for a period of not less than six months, and upon Client’s payment to Border7 Studios of an amount equal to twenty-five percent (25%) of the annual salary Client has agreed to pay such individual.
9. Term; Termination.
a) Term. This Agreement, and the respective duties, and obligations of the parties hereto, shall commence on the Effective Date shall continue in effect until terminated as provided herein.
b) Termination. This Agreement, or its Exhibit, or any rider thereto, shall be subject to termination as follows:
i. upon the mutual written consent of both parties;
ii. by either party upon a material breach of this Agreement, which breach shall remain uncured for ten (10) business days after written notice setting forth the nature of such breach has been sent by the aggrieved party to the alleged defaulting party;
iii. by either party upon ninety (90) days prior written notice to the other party, provided, however, that in the event that Client is the terminating party, Client will either: (A) pay Border7 Studios for all Services performed by Border7 Studios during such ninety (90) day period, or (B) should Client elect not to have Border7 Studios perform Services during such period, Client will pay Border7 Studios an equitable amount that reflects the Services that Border7 Studios would have performed during such period, based on Border7 Studios’ full time resources rates; or
iv. by Border7 Studios upon written notice that Client has failed to timely pay any of Border7 Studios’ invoices.
c) Effect of Termination. Upon termination of this Agreement for any reason, all licenses granted hereunder will immediately terminate, and any amounts that are outstanding as of the effective date of termination will become immediately due and payable. Subject to, and without limiting the foregoing sentence, Sections 2, 4, (with regard to the warranty disclaimers), 5, 6, 7, 8, 9(b) (iii), 9(c), and 12 shall survive termination of this Agreement for any reason.
10. Use of Name.
Client acknowledges that Border7 Studios may reference Client’s name, trademarks, or service name, or service marks in Border7 Studios’ client list, which may be published in general marketing materials, and on Border7 Studios’ corporate website. Border7 Studios acknowledges that use of Client’s name, trademarks, or service name, or service marks will be limited to a general reference, and that no details whatsoever of Client engagement will be made public, unless specifically authorized by Client.
a) Each party will defend, indemnify, and hold the other party harmless from and against any and all third party damages, expenses, costs, (including reasonable attorney’s fees, and allocated costs of in-house counsel), and other liabilities arising from the reckless, or negligent acts, or omissions of the indemnifying party, its employees or agents in connection with its obligations under this Agreement. As a condition to the foregoing indemnification, the indemnified party will: (a) provide prompt written notice to the indemnifying party regarding the claim; (b) tender to the indemnifying party the sole right to control the defense and/or settlement of the claim, (provided, however, that the indemnifying party may not agree to any settlement, or offer any defense that does not unconditionally release the indemnified party, without the indemnified party’s prior written consent), and (c) at the indemnifying party’s expense and request, cooperate with the indemnifying party in the defense and/or settlement of the claim.
12. General Provisions.
a) Notice. Any notice to be given pursuant to this Agreement by either party to the other shall be in writing, and shall be deemed to have been given when received, if deposited in the United States mail, certified, postage prepaid, or if sent via Federal Express, Airborne or DHL, addressed if meant for Client to the address outlined within this Agreement.
Or, if meant for BORDER7 STUDIOS, to:
Running Springs CA, 92382
b) Force Majeure. Except for the obligation to pay any amount hereunder when due, neither party shall be liable, and its performance shall be excused, for any delays resulting from circumstances, or causes beyond its reasonable control, including without limitation, fire or other casualty, act of God, strike or labor dispute, war, sabotage, terrorism, acts of aggression or other violence provided such party shall have used its commercially reasonable efforts to mitigate its effects, and has given prompt notice to the other party. The time for the performance shall be extended for the period of delay or inability to perform due to such occurrences up to a period of five days at which time the party unaffected by the Force Majeure event may immediately terminate this Agreement.
c) Interpretation. Except for the warranty, indemnification, ownership, and limitation of liability provisions of this Agreement, (which will govern in the event of a conflict between such terms, and the terms set forth in a Statement of Work, or Service Agreement), any contrary, inconsistent, or additional terms contained in a mutually executed Statement of Work, or Service Agreement between Border7 Studios and Client securing such Services, as compared to the terms, and conditions contained in this Agreement, will be governed, interpreted, and construed in the following order of precedence: (1) the applicable Statement of Work or Service Agreement, (2) this Agreement.
d) Governing Law. This Agreement shall be governed in all respects by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. Any legal action or proceeding relating to this Agreement will be exclusively instituted in a state or federal court seated in Los Angeles, or Ventura County, and Border7 Studios and Client agree to submit to the exclusive jurisdiction of, and agree that venue is proper in these courts in any such action, or proceeding, and hereby agree to waive their right to object to such venue, and jurisdiction.
e) Assignment. Neither party may assign to any person any of its rights or obligations under this Agreement, without first getting the written consent of the other party. Notwithstanding the above, either party may assign its rights or obligations under this Agreement to any affiliate of that party, or to any entity who merges with, is acquired by, or acquires substantially all of the stock, or assets of that party.
f) Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties intend that remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
g) Entire Agreement; Construction. This Agreement, together with the exhibits, schedules and attachments hereto, constitutes the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements and/or understandings between the parties relating to the subject matter hereof. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Section headings have been included for reference purposes only. As used herein, the term “including” means, “including but not limited to.”
IN WITNESS WHEREOF, by purchasing a product or service with us, the parties hereto have caused this instrument to be executed as of the date in which the purchase was made.
Last Modified: January 12, 2022