By making a payment through our website, you agree that you are entering into a binding agreement (the “Agreement”) between the cardholder (the “Client”) and Jaymie Scotto & Associates, LLC (the “Consultant” or “JSA”), a Nevada Limited Liability Company with its principal place of business at 3024 Sierra Juniper Court, Las Vegas, NV 89138 USA. These terms become effective as of the date of such payment

1 .CONSULTANT’S SERVICES. You agree that payment is being made in exchange for Public Relations and/or Marketing services rendered by JSA (“Consulting Services” or “Services”).

2. CLIENT CONTENT. Client warrants that: (a) Client owns the rights to use any elements of text, graphics, photos, designs, trademarks, or other content or artwork (“Client Content”) provided to Consultant; and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. Client grants Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Consultant’s work for Client under this Agreement and in limited promotional uses (such as display in a portfolio) as allowed by this Agreement. Client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.

3. INDEPENDENT CONTRACTOR. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Client and Consultant. JSA is an independent contractor and not an employee of the Client or any of its subsidiaries or affiliates. It is understood that the Client will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be JSA’s sole responsibility and JSA shall indemnify and hold Client harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

4. CONFIDENTIALITY. In the course of performing the Services, the parties recognize that they may come in contact or become familiar with non-public information that the party or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to Consultant or Client contact information or financial information which may be of value to a competitor. Parties agree to keep all such information confidential for the Term of this Agreement, and for five (5) years following the termination of this Agreement and agree not to discuss or divulge, except as expressly approved by the parties in writing, to anyone other than appropriate Consultant or Client personnel.

5. REPRESENTATIONS AND WARRANTIES. JSA makes no representations, warranties, or commitments binding the Client without the Client’s prior consent.

6. PROFESSIONALISM. Both Consultant and Client agree to act in a courteous and professional manner at all times. If either party hereto or any of its officers, directors, employees, or agents commits any act which might reasonably be considered: (i) to be immoral, unprofessional, deceptive, scandalous or obscene; or (ii) to hinder, prevent, or otherwise negatively impact the ability of the party to fulfill its obligations under this Agreement; or (iii) to injure, tarnish, damage or otherwise negatively impact either the party and/or the reputation of the party, the affected party shall have the right to terminate this Agreement without liability to the other party upon five (5) days written notice.

7. INDEMNIFICATION. Each Party hereby agrees to indemnify, hold harmless and defend the other Party and its 3024 Sierra Juniper Court, Las Vegas, NV 89138 | Confidential – All Rights Reserved Jaymie Scotto & Associates subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees), and liabilities of every kind and character whatsoever, which may arise from: (i.) any use of the Party’s name, logo, trademarks, or other information, materials, products, or services provided by the Party, so long as such use has been authorized by the Party; and/or (ii) the inaccuracy or breach of any of the representations and promises made by each Party in this Agreement. This indemnity shall require the payment of costs and expenses as they occur. Each Party shall promptly notify the other Party upon receipt of any claim or legal action referenced in this paragraph. The provisions of this paragraph shall survive the termination of this Agreement.

8. FORCE MAJEURE.

a. Event of Force Majeure means an event beyond the control of the Consultant and the Client, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to: act of God, war, pandemics, hostilities, invasion, act of foreign enemies, mobilization, requisition, or embargo; riot, commotion, strikes, go slows, lock outs or disorder, acts or threats of terrorism.

b. Consequences of Force Majeure Event Neither the Consultant nor the Client shall be considered in breach of this agreement to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date. The Party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.

9. NOTICES.

a. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: mail, nationally recognized overnight courier, or email.

b. Addresses. A party shall address notices under this section to the appropriate party at the following addresses:

Notices to JSA:
Jaymie Scotto & Associates
ATTN: Legal Department
3024 Sierra Juniper Court
Las Vegas, NV 89138 USA
[email protected]

10. NON-SOLICITATION. During the Term of this Agreement and for a period of one (1) year thereafter, the Client will not, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person currently employed or contracted by the Consultant. Should the Client hire any person currently or formerly employed or subcontracted with the Consultant during the Term of this Agreement or within one (1) year thereafter, either in the capacity of an employee or a subcontractor, the Client agrees to pay the Consultant a one-time flat fee of Two Hundred Fifty Thousand Dollars ($250,000.00 USD).

11. INTELLECTUAL PROPERTY RIGHTS.

a. Unless otherwise agreed and subject to the exceptions in this Section 11, JSA will assure that the Intellectual 3024 Sierra Juniper Court, Las Vegas, NV 89138 | Confidential – All Rights Reserved Jaymie Scotto & Associates Property Rights in the Services and Deliverables (as stated in Exhibit A) vest in the Client upon creation and JSA hereby assigns and will assure that JSA personnel assign, to the Client with full title guarantee (by way of present and future assignment where possible) such rights, including perpetually, for all purposes and worldwide. JSA will assure that JSA personnel do such acts and sign such documents as necessary to give effect to the matters contemplated by this Clause.

b. JSA retains all Intellectual Property Rights, whether owned or licensed, in JSA Material, provided that where any JSA Material is delivered as part of the Services or the Deliverables JSA hereby grants to the Client or any Client Affiliate a worldwide, non-exclusive, perpetual, irrevocable, fully paid-up, royalty free license to use (including the right to sublicense) or modify any JSA Material.

c. JSA retains all Intellectual Property Rights pertaining to any distribution lists used in the course of disseminating Client announcements, news, or other information pertaining to the Client, unless the Client has provided the distribution list to the Consultant.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE RESPONSIBLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR INCURRED IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE SERVICES, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, AGREEMENT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS, NOR SHALL A PARTY’S TOTAL LIABILITY TO THE OTHER (EXCLUDING THIRD-PARTY INDEMNITY LIABILITIES AND LIABILITIES UNDER SECTION 17) EXCEED THE AMOUNT PAID FOR SERVICES UNDER THIS AGREEMENT.

13. MISCELLANEOUS

a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of JSA and the Client and to the Client’s successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by JSA of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Client

c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Nevada. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

d. Counterparts. This Agreement may be executed in any number of counterparts, some of which may be photocopies and all of which taken together shall constitute one and the same instrument.