Flow Candy LLC


PROJECT, SERVICE & LICENSE AGREEMENT

THIS PROJECT, SERVICE & LICENSE AGREEMENT (this "Agreement") becomes effective immediately at the time of purchase (the “Effective Date”) between FLOWCANDY LLC (hereinafter “FlowCandy,” “we” or “us”), a Wyoming Limited Liability Company, located at 1910 Thomes Avenue, Cheyenne, Wyoming 82001 and you (hereinafter “you” or the “Client”).  FlowCandy agrees to all of the terms and conditions herein; and by checking the box at checkout, you also agree to be legally bound to these terms and conditions. If you do not agree with any of the terms and conditions expressed herein, you will be unable to complete your purchase as desired: 

1. SERVICES.
   FlowCandy agrees to provide the Services and/or Products accepted by Client at the time of Checkout (collectively the “Services”). Services include the initiation of processes for concept design, creation, implementation, and approval.
 If FlowCandy and you agree to additional Services, provided that any such agreement is a written agreement, the terms of this Agreement shall be incorporated fully by reference into any such agreement. 
   
   

2. PRICING & PAYMENT.
   The pricing for all Services is listed at Checkout. The Client shall pay FlowCandy in accordance with the Services at the time of Checkout (collectively the “Fees”).  You and FlowCandy acknowledge and agree that: (a) No work will commence until month one (1) of the total Fees for all Services provided under this Agreement is paid and accepted as a deposit; and (b) retainers and monthly services Fees must be paid one (1) month in advance. If FlowCandy and you agree to different Fees, such agreement must be in writing to be binding. 
   
   

3. TERM & TERMINATION.
   - 3.1 Initial Term. The initial term of this Agreement (“Initial Term”) shall be ninety (90) days beginning on the Effective Date of this Agreement.  After the Initial Term, unless otherwise agreed to by FlowChart and you, this Agreement shall be renewed or altered following a post-mortem review of the first ninety (90) days of the relationship. 

   
   - 3.2 Termination by FlowCandy. FlowCandy may terminate this Agreement as follows: (a) without cause, by giving Client fifteen (15) days prior notice in writing; at which time any Service not performed by FlowCandy shall be credited to the Client based on the percentage equivalent of work to Fees; or (b) upon five (5) days’ written notice to Client if Client has materially breached Agreement, and has uncured breach within five (5) days of being notified; or (c) at any time in the event of non-payment by Client.  
If payment is not made within 30 days of the invoice due date, we reserve the right to suspend or terminate all services provided under this contract without further notice. The client remains liable for any outstanding payments and late fees incurred up to the point of termination.
   
   - 3.3 Termination by Client. Client may terminate this Agreement before expiration of the Term upon 30 (30) days’ written notice to FlowCandy. In such event, the Client shall only be responsible for paying the percentage equivalent of work performed by FlowCandy as of the date of termination.
   
   - 3.4 Service Commencement and Expiration. The services outlined in this Agreement shall commence on the Kick-Off Call. If services do not begin within 30 days of the Kick-Off Call due to the Client's lack of effort or participation, FlowCandy reserves the right to terminate this Agreement without further obligations to either party. In such cases, FlowCandy is not obliged to refund any payments already made for services.
   
   

4. REPRESENTATION & INDEMNIFICATION.
   - 4.1 Ownership Representation. Unless otherwise expressly stated, FlowCandy and you represent that each party own all rights, title, and interest in and to any property presented to the other party in furtherance of this Agreement (the “Ownership Representation”).
   
   - 4.2 Indemnification. In the event that FlowCandy and you breaches the Ownership Representation provision above, the breaching party shall indemnify and hold harmless the other party from any liabilities, penalties, demands, or claims finally awarded that may be made by a third party and related to the Ownership Representation.  Both parties agree to notify the other party promptly of any written claims or demands against the indemnified party for which the indemnifying party is responsible.  Further, upon receipt of such notice, the indemnifying party shall promptly reimburse the indemnified party for any and all attorneys’ fees, costs, or expenses incurred up that point in defending against any written claim or demand, and shall continue to provide reimbursement through the resolution of the claim or demand.  
   
   - 4.3 Hold Harmless. Client agrees to hold FlowCandy harmless against any and all claims for loss, liability, damages, judgments and/or civil charges arising out of or in connection with or arising out of the acts or negligent omissions of Client.
   
   - 4.4 Independent Contractor Status. FlowCandy and you recognize that neither party is an independent contractor, employee, co-venturer or representative of the other party. Client shall not withhold any funds from FlowCandy for tax or other governmental purposes, and FlowCandy shall be responsible for the payment of same.
   
   

5. DISCLAIMERS.
   Client acknowledges and understands that neither FlowCandy, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free.  FlowCandy shall fix errors caused from its Services as soon as reasonably possible, and within twenty-four (24) hours when Client is less than thirty (30) days from the targeted completion date of Services. All emails, SMS messages and pop-ups are designed and coded for mobile, PC, mac and the latest CHROME, Internet Explorer, Firefox, Safari Browsers. 
   
   

6. NON-SOLICITATION OF FLOWCANDY EMPLOYEES.
   Client shall not solicit for hire and shall not hire any current FlowCandy employee without FlowCandy’s consent in written form during the effective term of this Agreement and for a period of two (2) years after the termination of this Agreement.
   
   

7. NON-DISCLOSURE.
   FlowCandy and you acknowledge that this Agreement may afford opportunities for access to proprietary information not already in the public domain, including, but not limited to, trade secrets, intellectual property, creative concepts, design and production processes, marketing information or techniques, price lists, pricing information and estimates and client lists or other client information, whether in written, electronic or oral form (“ Confidential Information”). Both parties agree not to use the Confidential Information for any purpose other than the performance of the Services for the designated project described in this Agreement. Both parties acknowledge that any disclosure of the Confidential Information will cause harm to the party of ownership. 
   
   

8. OWNERSHIP.
   Client shall own all right, title, and interest in the content, layout, and pictures of any work product developed by FlowCandy exclusively for Client where such work product does not use or reference any property, trade secret, or proprietary information owned or used by FlowCandy before the date of this Agreement.  Accordingly, upon satisfaction of the prior condition, FlowCandy hereby grants, conveys and assigns to Client all copyrights, trade secrets, patents and other intellectual property rights in such work product and all originals and copies of any such work product shall be provided to Client upon Client’s request or the termination or expiration of this Agreement. In the event either party terminates the Agreement, Client shall own all right, title and interest of work completed and paid for up until that point.
   
   

9. LIMITATION OF LIABILITY.
   The liability of FlowCandy under this Agreement shall be limited to the value of any fees paid by Client to FlowCandy under this Agreement. Under no circumstances shall FlowCandy be liable to Client for lost profits or any incidental, special, punitive, exemplary, or consequential damages, except as set forth in the preceding sentence.  Neither party shall be required to indemnify except as required by the express terms of this Agreement. 
   
   

10. CLIENT NON-RESPONSE.
    It is mutually agreed that from time to time FlowCandy will need access to Client personnel, data, software, and resources to provide project direction and feedback.  Should FlowCandy deem the Client (in FlowCandy’s sole discretion) to be non-responsive, FlowCandy will promptly inform the Client in writing of such required feedback.  Should Client not respond within five (5) days of being contacted by FlowCandy, FlowCandy shall promptly inform Client that the task will be considered completed until such time that Client provides necessary access to personnel or resources in writing. 
    
    

11. GOVERNING LAW AND JURISDICTION.
    This Agreement shall be governed by the laws of State of Wyoming. In the event Client breaches or threatens to breach this Agreement, FlowCandy may apply to a federal or state court of competent jurisdiction in Wyoming for injunctive or other equitable relief to restrain such breach or threat of breach, without affecting FlowCandy’ rights with respect to any other relief in either law or equity.  The Client waives any rights to challenge the forum of Wyoming as inconvenient. 
    
    

12. ATTORNEYS’ FEES.
    In the event of breach of this Agreement by Client, FlowCandy shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such dispute, claim or litigation, including any appeal thereof.  
    
    

13. TIME TO BRING A CLAIM BASED UPON THE SERVICES.
    In the event of an alleged breach of this Agreement, any claim or potential claim must be brought within two (2) years of the termination of this Agreement.
    
    

14. NOTICES.
    Any notice pursuant to this Agreement shall be in writing and delivered to the addresses provided by FlowCandy in this Agreement, and to the address provided by Client to FlowCandy. In the event that Client changes its address, Client is required to update FlowCandy immediately in accordance with the terms of this Agreement. 
    
    

15. ENTIRE AGREEMENT.
    This Agreement and all exhibits and/or documents referenced herein constitute the entire agreement between the parties hereto and supersedes all existing contracts or agreements, written or oral, between the parties.

    
    

16. LATE FEE.
    If payment is not received within 48 hours of the invoice due date, a late fee of 5% of the total invoice amount will be added to the outstanding balance.
    
    

17. PROJECT DELAYS AND EXTENDED BILLING.
    We recognize that minor delays may occur during your project or participation in our accelerator program. If your project extends beyond the scheduled completion date by up to fourteen (14) days, we will not impose additional charges for this period. However, if the project is delayed by more than thirty (30) days beyond the scheduled completion date due to internal issues within your organization, we reserve the right to invoice you for the extended duration at our standard monthly rates. This policy is in place because such delays occupy resources and spots that could otherwise be allocated to other clients.

    
    
    

‍EFFECTIVE AS OF February 4th, 2024