Agreement means the Payment Terms, Outfitter Services, Deposits & Refunds, Liability Waivers & Field Rules, Federal Waterfowl Regulations, Dog Policy, Bird Cleaning & Transprotation, Weather Policies, Terms & Conditions, and any other attached documents.
Outfitter Services means the scope of hunting services provided of the Client’s as described on the website and outfitters services page.
Services means all services and the work to be provided for the Client by Outfitter as described and otherwise further defined in the outfitters services.
Deliverables means the services and work specified in the outfitters services to be delivered by Outfitter to Client.
Outfitter Tools means all hunting tools and/or used by Outfitter in performing the Services, including pre-existing and newly developed, or other inventions whether or not patentable, and general non-copyrightable concepts such as hunting equipment, or functional elements.
Outfitter shall perform the services listed the Scope of Work according to the Work outfitters services page.
Fees. Client agrees to pay Outfitter the fees listed in the outfitter services, including all taxes and fees associated.
Additional Costs: Pricing in the outfitters services includes only Outfitter fees. Any other costs, such as lodging, licensing, transportation, fuel or gas, or clothing, gear, hunting gear, and any thing outside of what is provided in the outfitter services page, will be the responsibility to Client.
Deposit Schedule: Deposit Payment is due after client books his or her hunt package as listed in the outfitter services to reserve hunting dates associated with their hunt request, and Client accepts that if a deposit payment is not paid in full at 50% of the hunts total cost then the outfitter is not responsible for rendering outfitter services or reserving dates for the Client and those dates are open for booking to other Clients.
Balance Payment: Payment is due before the hunt starts to the Outfitter as listed in the outfitter services, and Client accepts that there are no refunds for deposits and for balance payments for any reason and that circumstances are out of the outfitters control and ultimately mother nature is in control and the outfitter can only provide a service of hunting opportunity to the Clients.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: Outfitter may withhold outfitter services and hunting opportunities if accounts are not current or balance is not paid in full.
Change Request: If Client wants to change the hunting dates of the original Agreement, Client shall contact Outfitter describing the requested changes in detail. Within 3days of prior to scheduled hunting dates, Outfitter will respond with proposing Outfitters availability, additional fees, changes to hunting dates, and any modification to the Terms and Conditions. Outfitter will evaluate each Change at its standard rate and charges.
Outfitter Delays: Outfitter shall use all reasonable efforts to meet the outfitter services and hunting schedule.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client liability waivers and signed documents in a form suitable for use without further preparation by Outfitter, unless otherwise specified.
Client’s "Confidential Information" includes information that Outfitter should reasonably believe to be confidential. Outfitter's "Confidential Information" includes the names and addresses of any Clients. All material considered confidential by either party shall be Outfitterated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.
Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
Independent Contractor: Outfitter is an independent contractor. Outfitter shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Outfitter and the work product or Deliverables prepared by Outfitter shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Hunting Agents. Outfitter shall be allowed to use third party’s as independent contractors in connection with the Services (“Outfitter Agents”). Outfitter shall remain fully responsible for Outfitter Agents’ compliance with this Agreement.
No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Outfitter, and Outfitter shall be entitled to offer and provide Outfitter services to others, solicit other clients and otherwise advertise the services offered by Outfitter.
By Client. Client represents and warrants to Outfitter that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Outfitter to use Third Party Materials.
By Outfitter: Outfitter represents and warranty to Client that: (a) Outfitter will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Outfitter shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Outfitter Tools, sufficient for Outfitter to grant the intellectual property rights provided in this Agreement; (c) To the best of Outfitter’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Outfitter shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Outfitter MAKES NO WARRANTIES WHATSOEVER. Outfitter EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
By Client: Client shall indemnify Outfitter from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Outfitter shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Outfitter may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF Outfitter ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Outfitter, ITS DIRECTORS, OFFICERS, EMPLOYEES, Outfitter AGENTS AND AFFILIATES (“Outfitter PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Outfitter. IN NO EVENT SHALL Outfitter BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Outfitter, EVEN IF Outfitter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.
Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 14 days prior written notice to the other party. If Client terminates the Agreement under this section, Outfitter shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees: In the event of termination, Client shall pay Outfitter for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If Client terminates and on full payment of compensation, Outfitter grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
License: Outfitter grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Outfitter shall be entitled to further compensation equal to 10% percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Outfitter shall be entitled to pursue all remedies under law and equity.
Client Content: Client Content is the exclusive property of the Client. Client grants Outfitter a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Outfitter’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Preliminary Works. Outfitter retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Outfitter within thirty (30) days of completion of the Services.
Outfitter Tools. All Outfitter Tools are and shall remain the exclusive property of Outfitter. Outfitter grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Outfitter Tools solely to the extent necessary with the Final Deliverables for the Project.
Warranty Period. During the first 2 months following expiration of this Agreement, Outfitter shall provide up to 16 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Outfitters standard rate.
Maintenance Period. After the Warranty Period expires and at Client’s option, Outfitter will provide Support Services for the Outfitter’s hourly fees of $50 per hour.
No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
During the Maintenance Period, Client may request that Outfitter develop enhancements to the Deliverables. Outfitter shall exercise commercially reasonable efforts to prioritize Outfitter’s resources to create such enhancements. Client understands Outfitter may have preexisting obligations that may delay requested enhancements. Outfitter shall provide any enhancements shall be provided on a time and materials basis at at Outfitters standard rate.
Alterations. Alteration of any Deliverable is prohibited without the express permission of Outfitter. Outfitter will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Michigan. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law. This Agreement shall be governed by the law of Michigan.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.