AMERICAN RADON MITIGATION, INC. TERMS AND CONDITIONS
The following terms and conditions govern the agreement by and between the party purchasing consulting services as set forth herein (“RECIPIENT”) and American Radon Mitigation, Inc., a Minnesota corporation with a mailing address of 1833 19th Street NW, New Brighton, MN 55112 (“ARM”).
- REQUEST FOR SERVICES. Subject to the terms and conditions set forth herein, RECIPIENT hereby engages ARM to provide consulting services, namely instruction on radon mitigation (the “Services”).
- PAYMENT. RECIPIENT shall compensate ARM for the Services at ARM’s standard rate.
- TIMING OF SERVICES. RECIPIENT understands the Services may change for various reasons, including, without limitation, severe weather or other factors that threaten the safety of ARM, and that cancellation or change of the date, nature, or format of a Services may be mandated by government officials or otherwise be at the discretion of ARM and that ARM reserves the right to change the details of the Services, such as date, start time, and/or scope in connection with the Services.
- MEDIA CONSENT. RECIPIENT hereby grants ARM, their shareholders, directors, managers, officers, members, employees, independent contractors, and insurers (collectively, the “released parties”) the absolute authority, right and permission to copyright and trademark, in their own name or otherwise, and to use, reuse, publish and republish photographs, images and video (collectively, the “images”) of RECIPIENT, in whole or in part (visually or audibly). RECIPIENT further acknowledges that said images may be composite or distorted in character, form or without restriction as to alteration, in conjunction with RECIPIENT’s real or fictitious name, made through any and all media (including, but not limited to printed material, film, videotape, magnetic tape, recording and streaming video) now or hereafter known, for illustration, promotion, documentary, commercial, art or any other purpose whatsoever. RECIPIENT hereby waives any right that RECIPIENT may have to inspect or approve the finished product or products containing the images and any copies or other matter that may be used in conjunction therewith, or the use to which it may be applied. RECIPIENT further hereby releases, discharges and holds harmless the released parties and their respective agents, legal representatives, assigns, and all persons acting under their permission or authority from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of the images or in any subsequent processing thereof, including without limitation any claims for libel or invasion of privacy. RECIPIENT further understands and agrees that neither RECIPIENT nor RECIPIENT’s heirs shall be entitled to any compensation for any production, use, sale, registration or publication of the images, regardless of the media in which the images appear.
- CHOICE OF LAW; VENUE. The parties hereto agree that the release in this Agreement is intended to be as broad and inclusive as permitted under the laws of the State of Minnesota and that if any portion of it is held invalid or unenforceable, the balance shall, notwithstanding such ruling, continue in full legal force and effect. ARM and RECIPIENT, on behalf of their respective insurance companies, waive any right of subrogation they may have against each other where such waiver of subrogation is not invalidated by State law. The parties hereto further agree that any state law or regulation applicable to the Services will not apply unless the jurisdictional provisions are independently met. The undersigned hereby waives, to the fullest extent permitted by law, the rights and protections that may be provided through the consumer laws or similar of any state other than the State of Minnesota. This Agreement shall be construed in accordance with the laws of the State of Minnesota without regard to its conflicts of laws provisions. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree that venue shall be in the State of Minnesota only, and, in addition, the parties hereby expressly consent to the jurisdiction of the federal or state courts of the State of Minnesota. Both parties hereto irrevocably submit themselves to, and consent to, the jurisdiction of such courts. This Agreement shall be deemed to be amended from time to time as may be necessary to bring any of its provisions into conformity with valid applicable laws or regulations. These provisions shall survive the termination of this Agreement.
- ENTIRE AGREEMENT. The entire agreement between ARM and RECIPIENT with respect to the Services is embodied solely within this Agreement, which supersedes all prior agreements, understandings, representations or warranties, whether oral or written, between ARM and RECIPIENT relating to such Services. No statement, recommendation or assistance made or offered by ARM through its representatives in connection with suitability, capacity, performance or compliance with RECIPIENT’s specification of the Services shall be or constitute a waiver by ARM of any provision hereof. No statements subsequent to the acceptance of the Agreement and these terms and conditions shall be binding upon ARM, nor shall the Agreement or such terms or conditions be amended or modified, unless consented to in writing by ARM’s president in a document referencing these terms and conditions.
- CONDITIONS BEYOND ARM CONTROL. ARM is not responsible for any delay caused in whole or in part by circumstances beyond ARM’s reasonable control, including but not limited to, force majeure, fires or accidents; strikes or other differences with workers; war (whether declared or undeclared), riots or embargoes; delays by carriers; delays in shipment or receipt of materials from suppliers; or any legislative, administrative or executive law, rental or requisition of the federal or any state or local government or any subdivision, department, agency, officer or official thereof. ARM is not liable in any event for any damages (whether direct, general, special, incidental, consequential or other) caused by ARM’s failure or delay in performance or delivery, if ARM is unable, due to any cause beyond ARM’s control, to supply RECIPIENT’s total demand for Services.
- NO WAIVER; SEVERABILITY. Neither the failure by ARM to enforce any rights under or to insist upon strict performance of any provision in the Agreement shall constitute a waiver of any breach or a waiver of such provision, irrespective of the length of time for which such failure continues. Determination that any provision of this Agreement is illegal or invalid shall not affect the validity or enforceability of the remaining provisions of this Agreement. In the event that any provision of this Agreement, or any portion thereof, is deemed invalid by any court of competent jurisdiction, such provision shall be deemed to be modified to the extent necessary to allow it to be enforced under applicable law and all remaining provisions of this Agreement shall remain in full force and effect.
- Attorney’s Fees and Costs. RECIPIENT shall pay all reasonable attorney’s fees and costs incurred by ARM in protecting its rights under this Agreement and for any action taken by ARM to collect any amounts due ARM or enforcing its rights hereunder.
- Successors and Assigns. This Agreement shall apply to, inure to the benefit of, and be binding upon and enforceable against the parties hereto and their respective successors and assigns.
- Paragraph Headings. The headings inserted at the beginning of each paragraph are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions hereof.
- Entire Agreement; Incorporation of Recitals. This Agreement contains all of the agreements, terms, covenants, conditions, warranties, and representations made or entered into by and between the parties, and supersedes all prior discussions and agreements, whether written or oral, between the parties and constitutes the sole and entire agreement between the parties with respect thereto, along with ARM’s electronic payment portal. This Agreement may not be modified or amended unless such modification or amendment is set forth in writing and executed by all parties hereto. The recitals first set forth above are incorporated by reference as if fully set forth herein.