BOTTOM LINE ENTERPRISES | VICTORIA LENHARDT
CONSULTING & TRAINING SERVICES TERMS AND CONDITIONS

 All services performed by Victoria Lenhardt, Bottom Line Enterprises | (“CONSULTANT”) are provided to CLIENT on the following terms and conditions.

WHEREAS, CONSULTANT, among other activities, provides consulting services as defined herein (“Services”), CLIENT requires CONSULTANT’s services and desires to hire CONSULTANT on the terms and conditions set forth in this Agreement, and CONSULTANT agrees to provide the consulting services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. Services to Be Performed By CONSULTANT. Victoria Lenhardt, d.b.a. Bottom Line Enterprises agrees to provide consulting, QuickBooks training and other services to CLIENT.   CONSULTANT is solely responsible for choosing the manner and methods of performing the Services and the performance of such Services by its employees, agents, and/or independent contractors.
2. Warranty. CONSULTANT warrants that the material, analysis, data, programs, and Services provided pursuant to this Agreement will be performed by qualified personnel. In the event CONSULTANT subcontracts the performance of any of the Services, Consultant further warrants that all subcontractors shall be paid in full for their services and shall be bound by the terms of this Agreement. CLIENT agrees that CONSULTANT has not and does not make any other warranties or representations whatsoever, express or implied, with respect to any Services performed hereunder. CONSULTANT expressly disclaims all other warranties, including without limitation, those of accuracy, condition, merchantability, and fitness for a particular purpose. CLIENT accepts this disclaimer of warranty and shall not take any action contrary to such disclaimer.
3. Disclaimer of Legal Advice. In the course of providing Services, Bottom Line Enterprises may provide information or give an opinion regarding the impact of certain transaction and/or or government agency laws or regulations on the business of the CLIENT. However, CLIENT is hereby put on notice that Bottom Line Enterprises is not a law firm, it does not engage in the practice of law, and it does not render any legal advice. Therefore, CLIENT is hereby advised to seek its own legal counsel regarding any legal issues relating to its business, including issues relating to Services to be performed under this Agreement.
4. Session Recordings. Sessions and phone calls may be recorded for quaility control and review purposes. All recordings remain strictly confidential.
5. Cancellations - The clock starts at our scheduled time. Cancellation/rescheduling notice is required at least 24 hours in advance of our scheduled session to avoid being charged for a missed session.
6. Compensation. CLIENT agrees to fully pay CONSULTANT in advance. CLIENT agrees to purchase retainer hours in the amount they agree to utilize and in order to retain the services of CONSULTANT. CLIENT agrees any unused retainer is non-refundable but shall be available for future services at the current rate at the time of service.
7. Scheduling - No session shall be scheduled without retainer funds on account to cover the time allocated for the session.  No services shall be provided without adequate retainer funds on account to cover the time for such services.  The service shall cease until such time as adequate retainer has been added to account.
8. Rules and Regulations. CLIENT warrants its existing and continuing compliance with all applicable federal, state, and local laws and regulations and warrants that it has any necessary licenses and permits required.
9. Confidentiality. Each party acknowledges that material and information which has or will come into its possession or knowledge in connection with this Agreement or in the performance of Services may consist of confidential and proprietary information of the other party, the disclosure of which to third parties would be damaging. Confidential information shall include any information relating to the identity of the party’s customers, the nature of their relationship with their customers, the nature of the other party’s business, or the rates charged by it to third parties. Therefore, the parties agree not to make use of this information other than for the performance of this Agreement, to release it only to employees requiring such information and only after ensuring that such employees are aware of the terms of this Clause, and not to release or disclose it to any other party other than as required by law. The parties further agree not to use any work completed under this Agreement for advertising or other promotional purposes without the written consent of the other party. Confidential information shall not include: any information that was, is, or becomes public information through no fault of the other party;
   
   
1. any information that is in the possession of the other party before the commencement of this Agreement where that party can provide written proof thereof;
2. tools and resources that are developed by Bottom Line Enterprises, whether or not developed as a result of CLIENT needs or request;
3. information that must be disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction;
4. any information that is disclosed to the other party by a third party with a right to disclose such information; or
5. any information taht is disclosed by a party to a third party with the express written consent of the other party.

This obligation of confidentiality shall survive termination of this Agreement for a period of three (3) years.

1. Intellectual Property. CLIENT and CONSULTANT acknowledge that the other has certain intellectual property rights that may be revealed or provided to the other party in accordance with this Agreement. Each party acknowledges that this Agreement does not grant any right or title of ownership in their respective intellectual property rights to the other unless specifically provided in this Agreement. Any intellectual property shall remain the originator’s property unless otherwise provided herein.
2. Independent Contractor Status. It is the express intention of the parties that Bottom Line Enterprises is an independent contractor and not an employee, agent, joint venture, or partner of CLIENT. Nothing in this Agreement shall be interpreted or construed to create or establish the relationship of employer and employee between CLIENT and Bottom Line Enterprises or any employee or agent of Bottom Line Enterprises. Since Bottom Line Enterprises is an independent contractor to CLIENT, Bottom Line Enterprises shall retain the right to perform services for other parties during the term of this Agreement. Neither party shall have the power, nor shall either party represent that it has the power, to bind the other party to or to assume or create any obligations, express, or implied, on behalf of the other party. CLIENT will not provide fringe benefits, including, but not limited to, life, disability, and health insurance, paid vacation, worker’s compensation, or any other employee benefits, for the benefit of CONSULTANT’s employees, agents, or independent contractors.
3. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, actions, suits, liabilities, costs, and expenses (including attorney’s fees) brought against either of them for or on account of bodily injury (including death) or property damage, to the extent that such claims, actions, suits, liabilities, costs, and expenses (including reasonable attorney’s fees) arise out of or result from the negligent or willful acts or omissions of the indemnifying party, its BOTTOM LINE ENTERPRISES CONSULTING SERVICES TERMS AND CONDITIONS, employees, agents, or independent contractors, in the performance of its obligations under this Agreement. CLIENT further agrees to indemnify, defend, and hold harmless CONSULTANT from and against any and all claims, actions, suits, liabilities, costs and expenses (including attorney’s fees) brought against CONSULTANT by CLIENT’s customers or other third parties and that arises out of or results from CONSULTANT’S performance of its obligations under this Agreement. As to CONSULTANT, this section does not apply to claims, actions, suits, liabilities, costs, and expenses arising out of or related to Services performed pursuant to this Agreement and covered under the limitations of liability set forth in Clause 10 of this Agreement.
4. Limitation of Liability. a. Notwithstanding Clause 10 above, CLIENT agrees that neither CONSULTANT nor any of its affiliates will be responsible or have any liability whatsoever for any acts, omissions, errors, delays, interruptions, losses, and/or damages in providing or as a result of Services performed pursuant to this Agreement (including, but not limited to, liability for increased duties, penalties, fines, fees, and/or expenses incurred by CLIENT directly or indirectly as a result of Services performed by CONSULTANT). CLIENT agrees that it has sole responsibility for determining the usability of any information or data contained in the Services performed pursuant to this Agreement.  In no event will CONSULTANT be liable to CLIENT for, and CLIENT expressly waives any right to, damages arising from loss of merchantability and/or special, incidental, consequential, punitive and/or other extraordinary damages of any kind (including, but not limited to, loss of profits or income or claims of CLIENT’s customers or any third party related to CLIENT in any matter), whether or not CONSULTANT had knowledge that such damages might be incurred, arising out of or relating to any provision in this Agreement (including but not limited to this Clause and Clause 10 or the Services performed and whether based on contract, tort, or any other legal theory. No action, regardless of form, arising out of or in connection with this Agreement (other than an action by Bottom Line Enterprises for any amount due Bottom Line Enterprises by the CLIENT) may be brought more than one (1) year after the event giving rise to such cause of action.
5. Assignment. Neither CLIENT nor CONSULTANT may assign this Agreement or the obligations created thereby without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, CONSULTANT may assign this Agreement and subcontract with third parties to perform any of its obligations under this Agreement.
6. Binding on Successors. Subject to any restrictions stated in any other provision of this agreement, this Agreement will be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns. None of the provisions of this Agreement are intended to provide any rights or remedies to any person (including without limitation any employees or creditors of either of the parties hereto), other than the parties and their respective successors and permitted assigns.
7. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior oral and/or written understandings and agreements. There are no oral or written agreements or understanding between the parties affecting this Agreement or related to the Services performed by CONSULTANT.
8. Governing Law and Attorney’s Fees. The parties knowingly, expressly, and willingly, and as a matter of agreed upon risk allocation and service pricing considerations, agree that all disputes under or relating to this Agreement or otherwise shall be decided in accordance with the substantive laws of the State of California, without regard to the conflict of laws provisions thereof. Further, the parties agree that jurisdiction and venue with respect to any suit in connection with this Agreement shall reside exclusively in the state or federal courts of Los Angeles County, State of California, and by executing this Agreement, CLIENT and CONSULTANT voluntarily consent to jurisdiction in such court. The prevailing party in any suit under this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection therewith.
9. Termination. This Agreement may be terminated by either party upon giving thirty (30) days written notice to the other party. If the CLIENT terminates the Agreement by giving thirty (30) days’ notice, CLIENT shall still be obligated to pay Bottom Line Enterprises for such Services that are rendered up to the time of such termination, plus all expenses Consultant has incurred in performing such services, including travel expenses. The termination of this Agreement shall not affect in any way any right or claim of any party hereto incurred or accruing prior to the date of termination, including without limitation, any right or claim of Bottom Line Enterprises for compensation payable for services rendered or reimbursable expenses incurred prior to such termination date.
10. Titles and Headings. The titles and headings contained in this Agreement do not constitute part of the Agreement. Such titles and headings are for the purposes of convenience only and do not affect the interpretation of this Agreement.

License Agreement for Bottom Line Enterprises
Products and Materials and Content

THIS AGREEMENT SETS OUT THE TERMS AND CONDITIONS FOR DOWNLOADING, COPYING, INSTALLING, OR USING BOTTOM LINE ENTERPRISES PRODUCTS, SOFTWARE, AND ASSOCIATED MATERIAL AND DOCUMENTATION INCLUDING ANY MODIFIED VERSIONS OR UPDATES (COLLECTIVELY “PRODUCTS”).

READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE PACKAGE. BY OPENING THE SOFTWARE PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THAT IT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.

We reserve the right, at our discretion, to add, modify, or remove portions of these Terms of Use at any time. If you visit our site, you accept to be bound by the then current conditions.

Restrictions

Access to, use of, or downloading of information, documents, software and products (collectively 'the Products') from this site is subject to the terms and conditions below.

As long as you comply with the terms of this Agreement, you are granted a non-exclusive license to install and use the Products on a single computer for educational, research, and not-for-profit purposes. Except as expressly permitted in this Agreement, you may not use, copy, decompile, reverse engineer, disassemble, modify, rent, lease, loan, sublicense, distribute or create derivative works based upon the Software in whole or part or transmit the Software over a network.

You shall not remove any copyright notices or other proprietary notices from the Software.

This Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted herein are reserved by Bottom Line Enterprises.

The right to download, copy, install, use, and distribute this software and its documentation by individuals, companies, or other for profit organizations, or in conjunction with for profit activities, are not granted except by prior written arrangement of the copyright holder.

Termination

This Agreement and your license to use the Software will continue so long as you remain in compliance with the terms and conditions of this Agreement. Your license will terminate automatically without notice from Bottom Line Enterprises if you breach any of your obligations hereunder, or if you reverse, or receive a refund, for any monies you paid for the product(s). Upon termination, you shall cease using the Software and shall destroy all copies of the Software (and associated materials and documentation) in any form. All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement.

Disclaimers

IN NO EVENT SHALL BOTTOM LINE ENTERPRISES, et al., BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF BOTTOM LINE ENTERPRISES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE MEDIA, SOFTWARE, AND ANY DOCUMENTATION, PROVIDED HEREUNDER IS PROVIDED "AS IS". BOTTOM LINE ENTERPRISES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. BOTTOM LINE ENTERPRISES HAS NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS. BOTTOM LINE ENTERPRISES DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE PRODUCTS OR SOFTWARE.