1) Terms of Contract. Automation Holdings LLC including, but not limited to its owners, principals, operators, employees, independent contractors, agents, representatives, successor, heirs (hereinafter referred to as “Automation Holdings”) and the undersigned customer accepting these Contract Terms and Conditions (hereinafter referred to as the “Customer”), acknowledge and agree that this constitutes a binding and enforceable contract between them, which consists exclusively of the terms and conditions set forth below (hereinafter, the “Contract”).
2) Effective Date and Termination. This Contract shall be deemed effective on the date Customer electronically signs this contract and pays Automation Holdings the consideration described in Paragraph 3 below. (hereinafter, the “Effective Date”). Electronically signing shall constitute acceptance of these terms and conditions (“Terms and Conditions”). This Contract shall automatically expire 6 months from the Effective Date, however paragraphs 5 through 18 shall survive and remain enforceable upon expiration of this Contract.
3) Payment. Customer shall pay a non-refundable fee of Seven Thousand Eight Hundred Dollars ($7,800.00 U.S.) and this non-refundable clause will only be terminated based on terms set in paragraph 8.
4) Scope of Services. Automation Holdings shall provide Customer the following consulting services to Customer for a period of 6 months from the Effective Date:
a) Automation Holdings will provide access to the Automate Channels university course
b) Automation Holdings will provide recommendations regarding optimization of the channel.
c) Automation Holdings will provide access to Discord community group
Limitation of Services
a) At all times during and after this Contract and thereafter, the Customer shall always be in charge of covering all additional YouTube channel overhead, payroll, costs, etc, which will be in addition to the non-refundable Payment in Paragraph 3.
b) The entire time from Effective Date, and every day thereafter, the Customer shall be solely responsible for running the entire operation. Customer shall be solely responsible for choosing the design, theme and niche for the YouTube Channel. Automation Holdings disclaims any and all responsibility for making any such selections herein.
2 Customer shall have the final approval for choosing the design, theme and niche for the YouTube Channel. Automation Holdings disclaims any and all responsibility for making any such selections herein. Automation Holdings is not responsible for any specific results and offers no guarantees concerning the level of success Customer shall experience. Results may vary based on various factors, including market trends, conditions, and third-party algorithms that Automation Holdings has no control over. Investment into this program should be based on the Customer’s diligence and you, the Customer agree that we are not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of the services under this Contract or related goods/services advertised on any website of ours. Automation Holdings’s ability to perform its obligations under this Agreement may be dependent on the Customer fulfilling its obligations. Automation Holdings shall not be liable for any costs, charges, or losses sustained by the Client arising directly from any failure of the Customer to fulfill its obligations under this Agreement. The Customer warrants that all assets, concepts, materials, specifications, information, and instructions provided by Customer may be exploited without violating any laws or infringing rights of any third parties. Customer agrees and is required to add Automation Holdings as a “viewer” permission to access/view backend of Customer YouTube channel at all times during agreement term.
5) Integration and warranty disclaimers. The Terms and Conditions shall govern exclusively the terms and conditions regarding the services described herein, and constitutes the entire agreement and understanding between Automation Holdings and Customer and cancels, terminates and supersedes any prior agreement or understanding relating to the subject matter hereof. There are no representations, promises, agreements, warranties, covenants or undertakings other than those contained herein. Further, there are no representations, warranties or guarantees by Automation Holdings regarding whether any of Customer’s videos will be successful or achieve any number of hits. Finally, there is no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement, interpret or explain any term used herein. No advice, information or content, whether oral or written through the course of communicating with Automation Holdings, per the Terms and Conditions of this agreement, will create or provide any warranty or representation on the part of Automation Holdings.
RELEASE AND INDEMNIFICATION. Customer promises to release Automation Holdings, its employees, agents, officers and directors (“Released Parties”) from any actions or causes of actions arising or relating from the introduction of the Independent Contractor Candidate, including but not limited to, any damage or injuries sustained from as a result of any acts associated with the Customer retaining, employment or termination of employment of the Independent Contractor Candidate. Automation Holdings assumes no responsibility with respect to the compliance with federal or state laws concerning, but not limited to the employment, immigration, residency, insurances, taxes, or other legal requirements pertaining to the Independent Contractor Candidate, all of which are the sole and exclusive responsibility of the Customer and which Client agrees to indemnify the Released Parties should it incur any costs (including attorney’s fees), fines and penalties as a result of the Customer retaining the services of the Independent Contractor Candidate.
7) Customer Conduct and Prohibited Activities. Customer agrees that they shall not post, publish (oral or written) or otherwise disseminate the following:
a. Trade secrets communicated by Automation Holdings to Customer. A trade secret is defined as any and all information provided by Automation Holdings to Customer, and/or intellectual property in the form of a formula, practice, process, design, instrument, pattern, commercial method, or compilation of information that is not generally known or reasonably ascertainable by others, and by which the Customer can obtain an economic advantage over competitors.
b. Information on a YouTube Channel, video, or other submission on YouTube, or similar platform that is known by the Customer that: (i) is false, inaccurate. or misleading; (ii) violates, infringes or misappropriates any third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity or other intellectual property or proprietary right; (iii) violates, any law, statute, regulation, rule or ordinance as set forth by any municipality, city, county, state or federal law of the United State of America; (iv) promotes harm to persons or property, is discriminatory, libelous, defamatory, threatening, or harassing; (v) contains harmful links with computer viruses or other potentially damaging computer viruses; (vi) attempts to collect personal data in violation of any applicable city, state or federal law.
8) Refund. Customer agrees to the refund terms: Customer has under 30 days after signing this agreement to request a refund back. This refund clause will also be void and not necessary to provide if Customer received at least $0.01 from their YouTube channel. If refund is received, Customer is agreeing to a non-disclosure agreement as follows: any information within course learned, messages or calls back and forth, shall be kept confidential and if Customer releases information to the public will result in a $20,000.00 USD fine per occurrence.
9) Customer Assumes Full Liability for Shutdown or Limitation of Use of its YouTube Channel. In the event YouTube, or third party, shuts down, or otherwise limits or prohibits full, partial, or any use of Customer’s YouTube Channel as intended or actually used by the Customer to which Automation Holdings had provided any services to, then Customer shall assume full liability for any and all damages as a result of such action taken by YouTube, or third party, against the Customer and/or the Customer’s YouTube Channel. Customer acknowledges that Automation Holdings shall incur no liability, whatsoever, for any such action taken by YouTube, or any other third party, against the Customer and Customer shall fully indemnify Automation Holdings for any such action taken by YouTube, or any other third party, for any such shutdown or limitation of use of the Customer’s YouTube Channel, as against Automation Holdings. Automation Holdings is not liable if YouTube channel of Customer’s gets demonetized, Customer cannot obtain a Google Adsense account, or Customer deletes any videos, channel, or assets. Terms for the indemnification from the Customer to Automation Holdings shall be fully incorporated into the Indemnification paragraph set forth in this Contract.
10) Limitation of damages. COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES THAT EXCEED THE AMOUNT PAID BY CUSTOMER TO Automation Holdings UNDER THIS CONTRACT
11)Indemnification. Customer agrees to defend, indemnify and hold harmless Automation Holdings from and against any and all claims, actions, losses, damages, liabilities, judgments, settlements, costs and expenses (including but not limited to, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of these Terms and Conditions, prohibitions set forth in the Customer Conduct and Prohibited Activities section herein, your violation, breach of misappropriation of a third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property, proprietary or other right, and/or Customer’s violation(s) of any law. Automation Holdings reserves the right to assume at our expense, the exclusive defense and control of any matter for which you are required to indemnify Automation Holdings and you agree to cooperate with our defense of such claims. If we assume such defense, we will be responsible solely for our legal fees in connection with such defense and all other losses, damages, liabilities, judgments, settlements, costs and expenses shall be your sole responsibility.
12) Mandatory Arbitration and Location. Any controversy or claim arising out of or relating in any way to this Contract, along with the services being provided under this Contract, shall be settled exclusively by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and any judgment on any award by the arbitrator(s) may be entered as a full and final judgment in any court having jurisdiction thereof. Any such arbitration shall take place exclusively in Denton County, Texas to the exclusion of any other location.
13)ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
14)Governing Law. All matters arising out of or relating to relating in any way to this Contract, along with the services being provided under this Contract, shall be exclusively governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
15)Relationship of the Parties. Nothing shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Automation Holdings and its agents and employees, on the one hand, and Customer, and its agent and employees, on the other hand. No relationship of exclusivity shall be construed from the Terms. Customer acknowledges that Automation Holdings has a right at any time to remove Customer from its services if Automation Holdings believes Customer violated their guidelines.
16)Age of Majority, Competency, Parental Consent. Customer represents they have reached the Age of Majority, are Competent, or have the Consent to enter into this Contract by a Parent.
17)Modification and Waiver. None of the provisions of this Contract may be waived or modified except expressly in a writing signed by both parties. However, failure of either party to require the performance of any term in this Contract or the waiver by either party of any breach thereof shall not prevent subsequent enforcement of such term or be deemed a waiver of any subsequent breach. After 6 months, if Customer is not profitable ($7,800 back from channel) Automation Holdings will work with Customer past the 6 months until then if both parties consent and if Automation Holdings has the financials to do so. Renewal of $7,800 after 6 months is required once profitable on channel to continue another 6 months of service.
18)Assignment. Customer cannot assign this Contract without the written consent of Company.
19)Severability. If any provision in this Contract herewith is or shall become invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability of such provision in such jurisdiction shall not affect or impair the validity, legality or enforceability of (i) any other provision of this Contract or any such other document in such jurisdiction or (ii) such provision or any other provision of this Contract or any such other document in any other jurisdiction.
20)Paragraph Headings and References. Paragraph headings contained herein are provided for convenience and reference only. They in no way restrict, limit or define the contents or terms of this Contract.