TERMS AND CONDITIONS OF SALE
Nothing in a “quote” or “work order” shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between The Cybersecurity Initiative, Inc. dba Breadcrumb Cybersecurity [“Consultant”] and its customers [“Customer”], collectively referred to as “Parties”, or as authorizing either party to act as the agent of the other.
Consultant will be an independent contractor, and will be solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance under this signed "quotes” and “work orders” and for all obligations, reports, and timely notifications relating to such taxes.
Payment terms are net thirty (30) days from the date of the invoice issued by Consultant. Any payments not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of 1½% per month (compounded) on the unpaid balance of any amount then passed due.
In recognition of the relative risks and benefits of this quote to both Parties, the risks have been allocated such that the Customer agrees, to the fullest extent permitted by law, to limit Consultant’s liability to Customer for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, so that the total aggregate liability of the Consultant to the Customer shall not exceed the total fees collected by the Consultant from the Customer during the six month period that precedes the incident that gives rise to the damages. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
Customer will indemnify, defend, and hold harmless Consultant (including its officers, directors, employees or agents) from any claims, losses, or damages arising from any tort or infringement of any intellectual property rights relating to any products, services, or Material owned or supplied by Customer. Customer, at its sole expense, will defend or settle, indemnify and hold Consultant harmless from and against such claim or suit, any loss, cost including legal fees, experts fees, court cost and damages, and will pay directly any damages awarded against Consultant (or any settlement amount); provided however that Customer may not settle any such claim without Consultant’s consent if the settlement requires any admission or affirmative action by Consultant.
Quote for services will be governed by the laws of the State of California. The parties irrevocably consent to jurisdiction in the state or federal courts located in Fresno, California (Fresno County), and waive all defenses, including forum non conveniens, to such venue.