Relationship of the Parties
LPCo. is an independent contractor hired by you. These Terms shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. LPCo. has no authority (and shall not hold itself out as having authority) to bind you, nor shall it make any agreements or representations on your behalf without your prior written consent.
LPCo. has the sole right to control and direct the means, manner, and method by which the services outlined in your invoice are performed. LPCo. has the right to hire assistants, subcontractors, or employees to provide you with your order. LPCo. is individually and separately responsible for its own business operation and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits.Limitation of Liability
You agree that to the fullest extent permitted by law, LPCo.’s MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS, BREACHES OR DAMAGES BY REASON OF ANY ACT OR OMISSION, INCLUDED BREACH OF CONTRACT AND NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE DOLLAR AMOUNT OF THE FEES PAID BY YOU TO LPCo. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LPCo. SHALL NOT BE LIABLE FOR ANY CLAIMS FOR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOST PROFIT, LOSS OF ENJOYMENT, LOST REVENUES AND/OR REPLACEMENT COSTS. LPCo. is not responsible for any defective products, services or imperfect resources purchased on your behalf, and you waive any right to pursue any claim, demand, or cause of action against LPCo. for such. You acknowledge and agree that these limitations reflect a fair allocation of risk and that LPCo. would not enter into these Terms without these limitations on its liability.General Terms
These Terms shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign these Terms, by operation of law or otherwise. Requests, demands, and other communications under these Terms shall be in writing and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of these Terms are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The performance of any condition or obligation imposed on a party under these Terms may be waived only in writing by you or an authorized official of LPCo., and only to the extent stated in such writing. Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings. These Terms will be deemed made in and governed by the laws of the state of Georgia, without application of its principles regarding conflicts of law. LPCo. shall not be responsible for its failure to perform its obligations under these Terms caused in whole or in part by events beyond its reasonable control. The Limitation of Liability Section shall survive the expiration or termination of these Terms.Dispute Resolution | Mediation
If a dispute arises under these Terms, the parties agree to first submit the dispute to a mutually agreed-upon mediator in Chatham County, Georgia. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the parties. If the dispute is not resolved within ten (10) business days after it is referred to the mediator, the Parties agree that the matter may be resolved in a court of law. If any court action is necessary to enforce these Terms, the prevailing party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled. Compliance with Law
The parties shall comply with all applicable laws in performing these Terms. Whenever there is any conflict between any provision of these Terms and any law, the law shall prevail.Assumption of Risk
You and related parties/participants expressly assume any risk of services and related activities as described herein.Waiver
The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of these Terms shall not be deemed a waiver of that Party’s right to require strict compliance in the future or construed as consent to any breach of the terms of these Terms.Indemnification
To the extent permitted by applicable laws, both you and LPCo. agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of these Terms. Merger
Your order constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”):
acts of God;
- a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic;
- war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
- government order or law;
- actions, embargoes or blockades in effect on or after the date of these Terms;
- action by any governmental authority;
- national or regional emergency;
- strikes, labor stoppages or slowdowns or other industrial disturbances; and
- shortage of materials, supplies, adequate power, or transportation facilities.
The Impacted Party shall give Notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following Notice given by it, the other party may thereafter terminate the project upon Notice.Notice
All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the party specified in these Terms or such other address as either party may specify in writing, or (d) email. Such notice shall be effective upon (a) the receipt by the party to which notice is given, or (b) on the third day following mailing, whichever occurs first. Parties shall provide effective notice (“Notice”) to each other in writing at the date and time which the Notice is sent via the email and/or shipping address noted in the Order Form.