ONLINE CONSULTATION SERVICE AGREEMENT:

THIS ONLINE CONSULTATION SERVICE AGREEMENT (the “Agreement”) takes effect from the date when you submit a request to schedule a Consultation.

CLIENT
Name: The name you entered in the “Booking Summary” form.
Email: The email you entered in the “Booking Summary” form.
Address: The address you have submitted or will submit in the “Client Assessment Questionnaire”.
(the “Client”)

CONTRACTOR
Name: Exodium LLC
Email: contact@exodium.info
Address: 1900 N Bayshore Dr 1A-128, Miami, FL 33132 USA
(the “Contractor”)

BACKGROUND
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following live online consultation services (the “Services”):

• Business and Personal migration orientation; and
• Business and Personal relocation assistance.

2. This Agreement excludes any services to be provided beyond the duration of the live online consultation (the “Consultation”). Any other Services to be provided to the Client by the Contractor requires a separate service agreement.

TERM OF AGREEMENT

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the end of the scheduled Consultation as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 1 business days’ written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties.

7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

PERFORMANCE
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

10. The Contractor will charge the Client for the Services at the rate displayed (the “Compensation”) on the Contractor website for the Consultation duration selected by the Client.

11. The full amount for selected Consultation duration is payable by the Client at the time of making an appointment.

12. Invoices submitted by the Contractor to the Client are due upon receipt.

CONFIDENTIALITY

13. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

15. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

16. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

17. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

CAPACITY/INDEPENDENT CONTRACTOR
18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
NO EXCLUSIVITY
19. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

20. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following email addresses:

• Client name as provided while scheduling the Consultation
• Client email address as provided while scheduling the Consultation
• Exodium LLC
• contact@exodium.info

INDEMNIFICATION

21. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

CONTRACTOR’S LIMITATION OF LIABILITY

22. EXCEPT FOR CONTRACTOR’S CONFIDENTIALITY AND INDEMNITY OBLIGATIONS, RESPECTIVELY, AND EXCEPT FOR ACTIONS OR CLAIMS ARISING FROM GROSS NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT, CONTRACTOR’S TOTAL LIABILITY TO CLIENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL CONTRACTOR COMPENSATION VALUE OR (II) THE AMOUNT OF RECOVERABLE INSURANCE, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY.

NO GUARANTEE OF SUCCESS

23. It is impossible to provide any promise or guarantee about the outcome of Client’s matter. Nothing in this Agreement or any statements by Contractor or his assistants in dealing with the Client’s matters constitute a promise or guarantee. Any comments about the outcome of the Client’s matters are expressions of opinion only.

MODIFICATION OF AGREEMENT

24. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

25. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

26. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

27. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

28. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

29. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

30. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

31. This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

SEVERABILITY

32. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

33. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

PRECEDENCE

34. If a discrepancy arises between the English version of this Agreement and any other language versions, the English version prevails.

ELECTRONIC SIGNATURE AGREEMENT AND ELECTRONIC COMMUNICATIONS

35. By selecting the checkbox “I have read and agree to the Online Consultation Service Agreement” and by clicking on “Continue” button, the Client is signing this Agreement electronically. Client agrees his electronic signature is the legal equivalent of his manual signature on this Agreement. By selecting the checkbox “I have read and agree to the Online Consultation Service Agreement” and by clicking on “Continue” button, Client consent to be legally bound by this Agreement’s terms. Client further agree that his use of a keypad, mouse or other device to select an item, button, icon or similar act/action constitutes Client signature (referred to as “E-Signature”), acceptance and agreement as if actually signed by Client in writing. Client also agree that no certification authority or other third party verification is necessary to validate Client E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of Client E-Signature or any resulting contract between Client and Contractor. Client also represents that Client is authorized to enter this Agreement for all persons who own or are authorized to access any of Client accounts or electronic devices and that such persons will be bound by the terms of this Agreement. The Client can request by email to the Contractor to enter the Agreement using a paper version. Client acknowledges the Contractor reserves the right to decline entering this Agreement or pursuing this Agreement with Client if Client withdraws his consent to receive Electronic Communications.