Standard Terms and Conditions

Parties.  STARRFORCE is an assumed business name of Fortune Technologies LLC. Client refers to company that StarrForce is providing services to.

Services.  STARRFORCE will provide the Services to Client as outlined in a quote or other description provided to Client.  Client shall pay for such Services pursuant to STARRFORCE’s standard rates, unless otherwise agreed in writing by the parties.  Payment of invoices are due upon receipt of invoice, and any unpaid balance will accrue interest at 18% per annum.

Confidential Information.  In the performance of this project, STARRFORCE may be exposed to Client’s confidential information and materials.  STARRFORCE agrees that such information shall be kept confidential and that STARRFORCE shall not use such information for their benefit.

Business Relationship.  STARRFORCE shall function as an independent contractor to Client.  STARRFORCE shall have no authority to act as Client’s agent and shall not undertake to commit Client to any course of action in relation to third persons.

Termination of Services.  This agreement may be terminated prior to the completion of the Services by Client upon thirty (30) days advance written notice to STARRFORCE, provided that Client has paid all fees owed to STARRFORCE through the date of termination.  STARRFORCE may suspend or terminate this agreement for nonpayment of fees upon three (3) business days advance notice to Client.

No Solicitation for Employment.  During the term of this agreement and for a period of one year thereafter, Client shall not directly or indirectly solicit the employment, have as an employee, engage as a consultant, or engage in any other capacity the services of any person who is then or was within the then immediately twelve months an employee or contractor of STARRFORCE, without the prior written consent of STARRFORCE.  During the agreed upon prohibited time period, Client agrees to pay STARRFORCE a $80,000 recruiting fee for each STARRFORCE employee or contractor that Client may hire as an employee or as an independent contractor without the prior written consent of STARRFORCE.

Warranty and Limitation of Liability.  STARRFORCE warrants that the Services will be performed by qualified personnel in a professional manner, conforming to generally accepted industry standards and practices.

EXCEPT AS EXPRESSLY STATED IN THE ABOVE PARAGRAPH, NO EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE SERVICES OR GOODS TO BE SUPPLIED BY STARRFORCE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER STARRFORCE NOR ITS AFFILIATES WARRANTS THE RESULTS OF ANY SERVICES.

THE TOTAL LIABILITY, IF ANY, OF STARRFORCE OR ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY CLIENT IN THE PRIOR TWELVE MONTH PERIOD. NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OR THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

General Provisions. This is the entire agreement between the parties, and supersedes any prior or contemporaneous agreements or understandings.  Any amendment or modification to the terms and conditions set forth herein must be in writing and signed by the parties.  California law shall govern this agreement.  Any dispute between the parties shall be conducted in courts located in Contra Costa County in California, and Client irrevocably submits to the jurisdiction of the courts located therein.  The prevailing party in any action or proceeding concerning this Agreement shall be entitled to reasonable attorney fees.