ExpertOnlineSolutions.com Service Agreement and Terms

This Service Agreement (hereafter the “Agreement”) is hereby entered into by and between ExpertOnlineSolutions.com a division of Sheefra Corporation, Florida Corporation, located at 121 S. Orange Ave, Suite 1500, Orlando, Florida 32801, United States, and hereafter referred to as “EOS“, and YOU, hereafter referred to as the “Client”. The above listed parties hereby agree to the terms and conditions as follows:

General Legal Terms:
1. This Agreement forms a legally binding agreement between the Client and EOS. This Agreement represents the entire Agreement between EOS and the Client, and supersedes all previous proposals, statements, representations, negotiations, understandings, and agreements, whether written or oral.
2. If either party does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which that party has the benefit of under any applicable law), this will not be taken to be a formal waiver of that party’s rights; and those rights or remedies will still be available to that party. Furthermore, the waiver by either party of any breach or failure to enforce any of the terms and conditions in this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
4. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, performance, and any termination of this Agreement.
5. Neither EOS nor the Client has right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of both parties.
6. EOS may subcontract such portions of its undertakings under this Agreement as EOS deems appropriate. EOS shall, however, remain responsible to the Client for the performance of any such subcontractor, as if performed by EOS.
Products and Services:
1. EOS shall provide the Client support services, including consultation, advice, technical support, server maintenance, site design, and product development (the “Services” or “Work Product”) at the reasonable request by the Client and agreed upon by EOS. EOS reserves the right to refuse service with or without cause.
2. EOS shall retain rights to all of EOS’s “EOS’s Material” consists of all:
  1. Materials that do not constitute Services or Work Products.
  2. Materials solely owned or licensed to EOS.
  3. Materials incorporated into the Work Product or part of the Services, which are not specifically created for this purpose, Service, or Work Product, and the cost of which the Client does not pay for.
3. EOS’s Materials included as part of a Work Product shall be included under a nonexclusive license as set forth in the terms governing the creation of said Work Product.
4. EOS’s Material may be licensed to the Client under a separate license Agreement, which will govern the Client’s rights to use EOS’s.
5. All copyrightable works created expressly for the Client by EOS shall remain the property of EOS until such time as full payment is received by EOS for the Services or Work Product.
Payment and Invoicing:
1. For all of EOS’s products and services under this agreement, the Client shall compensate EOS, in US Dollars, in accordance with the pricing schedule agreed upon between EOS and the Client.
2. All payments due to EOS shall be recorded in an invoice issued from EOS’s billing system and made available to the Client via email. Upon issuance of an invoice, EOS shall immediately notify the Client by one or more of the following methods:
  1. Email message sent to an email address provided by the Client.
  2. Telephone correspondence between the Client and EOS.
  3. First Class Mail sent to an address provided by the Client.
3. The Client agrees to pay all invoices upon receipt. If in invoice remains unpaid, either in whole or in part, for over 14 days, the Client agrees to also pay a late fee of $25 plus 2% of the full invoice amount, including all prior fees. The Client agrees to pay an additional fee of $25 plus 2% of the full invoice amount, including all prior fees, every 28 days thereafter, until the invoice is paid in full. EOS reserves the right to waive late fees at EOS’s sole discretion. If the Client places a credit card on file with EOS, the Client hereby explicitly grants EOS permission to charge the invoice to that card upon invoice’s issuance.
4. In the event that the Client fails to pay an invoice in full before the 15th day after the date of issuance, EOS reserves the right but is not obligated, to pursue any or all of the following remedies, all of which the Client hereby grants to EOS the right to pursue:
  1. Terminate the Agreement (breach).
  2. Immediately stop all services.
  3. Revoke the Client’s license to EOS’s Materials.
  4. Deny the Client access to Services or Work Products associated with the invoice.
  5. Revert or undo any modifications associated with the invoice.
  6. Pursue legal action.
5. The Client is directly and exclusively responsible for the payment of all invoices. EOS shall not be required to seek payment from any other party, including, but not limited to, insurance companies, affiliates or customers of the Client, investors, alternate departments within the Client’s organization, or the Client’s employer(s). EOS shall not be responsible for liaising with any department or individual within the Client’s organization, such as billing or accounting, to secure payment.
Limited Warranty and Limitation on Damages:
1. Nothing in this Agreement, including in Section 4, shall exclude or limit EOS’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.
2. EOS warrants that the Services or Work Product(s) will conform to the Specifications if and only if such specifications are agreed upon in writing before the commencement of work on the associated project. If the Services or Work Product do not conform to the Specifications, EOS shall, at EOS’s sole discretion, either: (A) Refund to the Client the price of the nonconforming Service or Product, or (B) correct the Services or Work Product without unreasonable delay, at EOS’s sole expense, and without further charge to the Client, to bring the Services or Work Product into conformance with the Specifications.
3. The Client expressly waives any other warranty, express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.
4. The Client agrees that except for any refund elected by EOS, the Client is not entitled to any damages, including but not limited to exemplary, incidental, consequential, or indirect damages, including damages for loss of data or loss of business, even if EOS has been advised of the possibility or likelihood of such damages. The Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages, either in contract or tort, is the return of the payment made in accordance with Section 3 of this Agreement.
EOS’s Relationship to the Client:
1. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties.
2. EOS will be fully responsible for payment of its income taxes on all compensation earned under this Agreement. The Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on EOS’s behalf.
3. EOS understands that it will not be entitled to any fringe benefits that the Client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
4. EOS will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, except as agreed upon between EOS and the Client.
5. The client agrees to make available to EOS, for EOS’s use in performing the Services required by this Agreement, such items of hardware, software, and documentation as the Client and EOS may agree are reasonably necessary for such purpose.
Confidentiality:
1. Materials provided between EOS and the Client (the “Confidential Information”) including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, customer lists, analyses and other furnished property shall be the exclusive property of the respected owner (the “Owning Party”) and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue.
2. Notwithstanding the provisions of Section 6.1 of this Agreement, EOS shall be allowed to make known to any subcontractor such Confidential Information as EOS deems necessary for the execution of the responsibilities of such a subcontractor. In such a case, the subcontractor shall be placed under the same obligation of confidentiality as is set forth in this Agreemen.
Force Majeure:
1. Neither EOS nor the Client shall be liable for any breach of this Agreement which is caused by a matter beyond its reasonable control, including Acts of God, fire, lightening, explosion, war, disorder, flood, earthquake, industrial disputes (whether or not involving their employees) extremely severe weather, or acts of local or central government or other competent authorities, or which is caused by a subcontractor’s failure to deliver due to such matters.
Governing Law:
1. The Agreement, and the Client’s relationship with EOS under the Agreement, shall be governed by the laws of the State of Florida. Client and EOS agree to submit to the exclusive jurisdiction of the courts located within the county of Orange, Florida to resolve any legal matter arising from the Agreement. Notwithstanding this, the Client agrees that EOS shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.