Software Setup Terms & Conditions

Effective date: 01/01/2024

Please read these Terms and Conditions (“Terms”) carefully before utilizing the software setup services provided by TC OPTIMIZE LLC (“Consultant”). This Agreement sets forth the terms and conditions governing your engagement with the Consultant.

 

1. Services

The Software Setup Service offers customized implementation sessions tailored to your needs. Each session involves dedicated time for Consultant to set up, configure, and customize systems and preferences according to your requirements. As part of the Consultant’s commitment to your continued growth, the Consultant will provide an offboarding video and/or a list of resources to walk through the setup and any other details needed for a successful migration. 

The designated work hours for the software setup will be as discussed and agreed upon by both parties. It is understood that all work will cease at the end of these specified hours. Any incomplete tasks at the conclusion of the work hours will be outlined for in an email for future implementation time. The parties involved will collaborate to prioritize and address the carried-over tasks in subsequent sessions. This ensures a systematic and organized approach to the software setup process.

All communication will take place via email at setup@tcoptimize.com, text at 404-236-9519, or Facebook Messenger at http://m.me/tcoptimizeteam. Communications will be acknowledged/responded to no later than 24 hours, excluding weekends or holidays.

 

2. Client Responsibilities

(a) Payment. As compensation for the Services rendered by the Consultant, the Client agrees to pay $125 per hour for implementation services.

If any authorized charge made to the Client’s card fails or is reversed, the Client remains liable for the agreed payment and may also incur penalties or late fees as described below.

(b) Penalties for Cancelled Setup Days. In the event that a scheduled Setup Day is cancelled or rescheduled without providing at least 3 business days of notice, a $50 fee will be deducted from your payment, and the remaining balance will be refunded. Alternatively, you have the option to pay the $50 fee to reschedule the meeting.

(c) Provision of Tools by the Client. The Client agrees to provide all necessary tools, information, and documentation that the Consultant may require to carry out the Services effectively. Data is required before the due date provided via email from the Consultant.

(e) Client Acknowledgment of Success Factors. The Client understands that their success is contingent upon their active participation in the Services. To maximize the benefits of the Service, the Client must implement the tools, strategies, and action steps discussed during the implementation process.

 

3. Cancellations and Refunds

(a) The Client has the right to cancel the Service at any time, for any reason, by submitting written notice to the Consultant. Upon cancellation, the Client’s access to the Services will be terminated. However, it is essential to note that the cancellation of participation and/or this Agreement by the Client does not relieve the Client from the obligation to pay the full-service fee as specified in Section 2(a).

(b) The Consultant retains the discretion to terminate the relationship at any time. If the Consultant decides to terminate the relationship, the Client will be released from any further financial obligations under the Terms and Conditions.

(c) Refund Policy. Due to the inherent nature of the services provided, refunds cannot be issued. The Client acknowledges that initiating a dispute of a charge through their financial institution (referred to as a “chargeback”) is a violation of these terms, and the Client agrees not to pursue such action.

(d) The Service and Terms cannot be paused or put on hold without obtaining written authorization from the Consultant.

(e) Force Majeure. Notwithstanding the above, the Consultant may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Consultant that materially affects the Services provided in this Agreement, including:
– A natural disaster (fires, explosions, earthquakes, hurricanes, flooding, storms, or infestation); or
– War, invasion, act of foreign enemies, embargo, or other hostility (whether declared or not); or
– Any hazardous situation created outside the control of either party such as a riot, disorder, pandemic or epidemic, nuclear leak or explosion, or act or threat of terrorism.

In the event that Section 5(e) applies, Consultant will be permitted to make a reasonable effort to reschedule calls/sessions/etc. as needed in order to comply with the terms of this Agreement, however, will not be found in breach if this is not possible due to the circumstances.

4. Confidentiality

(a) Client Information. All information provided by the Client, as well as any confidential data, including but not limited to design, creative, marketing, sales, operational, performance, knowledge, business, and process-related information (“Confidential Information”), will be treated with utmost confidentiality by the Company. The Company will not disclose such information to third parties or utilize it for any purpose other than providing the specified services to the Client, unless the Client provides explicit written consent or as required by law. The definition of Confidential Information does not encompass any information that (a) becomes publicly available without any breach of confidentiality by the Company, (b) was already in possession of the Company prior to its disclosure, (c) is received independently by the Company from a third party who is not bound by confidentiality obligations, or (d) is independently developed by the Company without utilizing the Client’s Confidential Information.

(b) Company Information. The Client is required to maintain the confidentiality of any Confidential Information, as defined in Section 7(a), shared by the Company during the provision of the Service. The Confidential Information shared by the Company, its employees, or contractors is considered confidential and proprietary, belonging solely and exclusively to the Company. The Client agrees not to disclose, reveal, or utilize any Confidential Information or transactions, whether during discussions or otherwise. The Client further agrees to only use such Confidential Information for the purpose of discussions with other Participants during the Program. It is important to note that Confidential Information does not include information obtained lawfully from a third party. The Client is obligated to handle the Company’s Confidential Information with the utmost care, taking necessary measures to protect it against disclosure, misuse, loss, and theft.

(c) Non-Disparagement. Throughout and following the Client’s participation in the Service, the Client agrees not to make any defamatory or disparaging statements or comments about the Company, its officers, directors, employees, personnel, agents, policies, services, or products to any third party, except as required by law. It is important to note that this provision does not limit the Client’s ability to provide reviews or performance assessments of the Company’s goods or services.

(d) Violations of Confidentiality. The Client acknowledges that if they violate or show a potential to violate the terms outlined in Section 7, the Company has the right to seek injunctive relief. This action aims to prevent any breaches of confidentiality and safeguard against the potential harm caused by such violations.

 

5. Independent Contractors

(a) Independent Contractor Relationship. This Agreement explicitly establishes that the Company is not an employee, partner, agent, or joint venturer of the Client. The Company maintains its status as an independent contractor and service provider in its relationship with the Client. The Company is free to engage in similar tasks or activities for other entities and is recognized as a distinct business entity to the public. The Company retains full discretion in determining the methods and approaches used to fulfill its obligations under this Agreement. The Company is not obligated to adhere to a regular or daily work schedule and is not reliant solely on the Client’s equipment or personnel to carry out the tasks and duties specified in this Agreement. Any guidance provided to the Company regarding services rendered for the Client should be understood as a suggestion rather than an instruction. Both the Company and the Client agree to comply with any IRS tests necessary to establish and demonstrate the independent contractor relationship between them.

(b) Taxes & Benefits. The Company bears the responsibility of filing its own tax returns and fulfilling tax obligations in accordance with applicable Federal and State laws. The Client is not obligated to withhold taxes from the compensation provided to the Company. The Company has no entitlement to vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or any other employee benefits from the Client.

 

6. Warranties

(a) Company’s Warranties. The Company affirms, guarantees, and pledges that it possesses complete authority to enter into this Agreement. Furthermore, all Services provided by the Company or its subcontractors will be conducted using sound professional practices and in a competent and proficient manner, employing knowledgeable and qualified personnel.

(b) Client’s Warranties. The Client asserts, guarantees, and commits that they possess full authority to enter into this Agreement. Additionally, the Client has obtained or will obtain all necessary consents, rights, licenses, clearances, releases, or other permissions required to lawfully execute the transactions and fulfill each and every one of the Client’s obligations or duties, whether currently due or to be fulfilled during the Term, to the best of their ability.

(c) Apart from the explicit warranties outlined throughout these terms, neither party makes any other warranties, whether expressed or implied.

 

7. Limitation of Liability

(a) Under no circumstances shall the Company be held liable to the Client for any lost profits, loss of use, business interruption, costs of acquiring substitute goods or services, or any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages, regardless of the cause and whether arising from a contract, tort, or any other legal theory of liability. This applies even if either party has been advised of the possibility of such damages.

(b) The maximum liability of the Company to the Client, regardless of the legal theory of liability (contract, tort, or otherwise), shall not exceed the total fees paid by the Client under the terms of this agreement.

(c) The Client acknowledges that the information presented in the Service does not constitute legal, financial, therapeutic, or medical advice, and the Company is not a law firm. All information provided throughout the Program and Services, including resources delivered through phone/video conferences, emails, online forums, and live events such as webinars and video/audio recordings, are intended for educational and informational purposes only. They should not be seen as a substitute for consulting with a licensed professional in the relevant field.

 

8. Entire Agreement; Modification

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.

No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.

 

9. Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of Georgia as applied to contracts that are performed entirely in Georgia. The exclusive venue for any proceeding based on or arising out of these Terms and Conditions shall be Gwinnet County, Georgia. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

 

10. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

11. Severability

Wherever possible, each provision of these Terms and Conditions will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected & will continue in full force and effect.

Both parties understand that acceptance of these terms and conditions shall have the same force and binding effect under law.

Contact Us

If you have any questions, concerns or complaints about the Sofware Setup Terms & Conditions, please contact us:

  • By email: setup@tcoptimize.com
  • By visiting this page on our website: https://tcoptimize.com/contact
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