Rockstarr & Moon Terms of Service

The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement.

1. Services. Rockstarr & Moon will use commercially reasonable efforts to provide the Services and shall complete the services outlined in this agreement in a workmanlike manner with professional diligence and skill in accordance with industry standards. Rockstarr & Moon will have no obligation to begin performance before receipt of all initial payments required by this Agreement.

2. Term. This Agreement shall commence on the initial date of purchase and shall continue in full force and effect until Rockstarr & Moon performs and completes the Marketing Services in the timeframe Rockstarr & Moon deems necessary and appropriate as set forth and defined in the Proposal.

3. No Refunds. Except as expressly provided herein, all payments under this Agreement will be irrevocable, non- refundable, and non-creditable.

4. Payments. Invoices are due upon receipt unless otherwise specified. Payments must be made in U.S. Dollars. Rockstarr & Moon accepts online payments via credit card for invoices $10,000 and below. Rockstarr & Moon accepts online payments via ACH for all invoices. Payment made via any other means may result in a delay in service delivery.

5. Past Due Amounts. If any amount due by Customer, for any reason, becomes past due, Rockstarr & Moon may, at its option and without further notice, withhold further deliverables to Customer until all invoices are paid in full. If any indebtedness is more than ten (10) days past due, in addition to those additional remedies outlined in this Agreement, Rockstarr & Moon may at its election terminate this Agreement upon ten (10) days’ written notice to Customer, and all sums owed by Customer shall become immediately due and payable.

6. Termination for Convenience. Either party may terminate this Agreement at any time, with or without cause, by giving thirty (30) days prior written notice. Such termination shall not relieve Customer of its responsibility to pay for Services already accepted.

7. Warranty. THE INFORMATION, CONTENT, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ROCKSTARR & MOON MAY MAKE IMPROVEMENTS AND/OR CHANGES AT ANY TIME.

ROCKSTARR & MOON MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS, SERVICES, AND RELATED MATERIALS CONTAINED FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, CONTENT, PRODUCTS, SERVICES, AND RELATED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. ROCKSTARR & MOON AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS CONCERNING THIS INFORMATION, CONTENT, PRODUCTS, SERVICES, AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROCKSTARR & MOON AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MATERIALS, WITH THE DELAY OR INABILITY TO USE THE SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED MATERIALS OBTAINED, OR OTHERWISE ARISING OUT OF THE USE OF THE AFOREMENTIONED, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ROCKSTARR & MOON OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Independent Contractors. Rockstarr & Moon will perform all Services as an independent contractor to Customer. Nothing in this Agreement is to be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties. Rockstarr & Moon shall retain the sole and exclusive right to control and direct the manner and means by which its personnel provide the Services. Rockstarr & Moon reserves the right to subcontract any or all of its obligations or rights under this Agreement.

9. Grant of Publicity Right. Customer hereby represents and warrants that it has the power and authority to grant, and hereby grants to Rockstarr & Moon an exclusive worldwide license and right to publicize, market, resell, transfer, reproduce, display or otherwise disclose any information including but not limited to the reproduction of images on Customer’s website used during testing and/or the publication of testing results from services performed, such as case studies, and to use Customer’s name, trademark and/or service marks on the Client Page of the Rockstarr & Moon website or that of any of its subsidiaries. Rockstarr & Moon may also feature Customer’s use of services in trade shows, industry forums, marketing collateral or any other medium promoting the use of the same and develop a press release announcing client relationship with Rockstarr & Moon.

10. Confidentiality. Each party agrees that during the term of this Agreement and for a period of one (1) year thereafter, it shall not disclose to any third party any confidential information related to the other party’s employees, contractors, or vendors, except as may be necessary to perform its obligations under this Agreement or as required by law. Confidential information includes, but is not limited to, the identities, roles, qualifications, and contact details of any employees, contractors, vendors, or other business partners.

This clause shall not apply to any information that (a) is or becomes publicly available through no fault of the receiving party, (b) was in the receiving party’s possession before disclosure by the disclosing party, or (c) is disclosed with the prior written consent of the disclosing party.

This clause shall not apply to any information that (a) is or becomes publicly available through no fault of the receiving party, (b) was in the receiving party’s possession before disclosure by the disclosing party, (c) is disclosed with the prior written consent of the disclosing party, or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party of such requirement so that the disclosing party may seek a protective order or other appropriate remedy.

Each party shall take reasonable measures to protect the confidentiality of such information and shall be liable for any breach of this obligation by its employees, agents, or subcontractors.

a. Notice of Immunity Under the Defend Trade Secrets Act of 2016.

The parties are hereby notified that under the Defend Trade Secrets Act of 2016: (i) no individual shall be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

11. Limitation of Liability. Except in connection with a breach of its confidentiality obligations under this Agreement or its gross negligence or intentional misconduct, (a) Rockstarr & Moon’s liability for any claims, damages, costs, expenses, or other legal or equitable remedies, whether arising in contract, tort, or otherwise, will not exceed the amounts paid to Rockstarr & Moon by Customer pursuant to this Agreement, and (b) in no event will Rockstarr & Moon be liable for any damages caused by any delays.

12. Indemnification. Each Party (the “Indemnifying Party”) shall, to the full extent permitted by law, indemnify and hold the other (the “Indemnified Party”) harmless against all damages, costs, charges, expenses, actions, claims, and demands which may be sustained or suffered or recovered or made against Indemnified Party by any third party arising from or in any way related to or connected with (i) the Indemnifying Party’s breach of this Agreement, or (ii) the gross negligence or willful misconduct of the Indemnifying Party. Indemnifying Party shall further indemnify and hold Indemnified Party harmless against all damages, costs, charges, expenses, actions, claims, and demands which may be sustained or suffered or recovered or made against Indemnified Party arising from or in any way related to or connected with (i) any Services provided under this Agreement, or (ii) any other performance hereunder. This obligation (a) includes by way of example and not limitation indemnification for claims of advertising injury including without limitation infringement, unfair advertising practices, and defamation, (b) includes by way of example and not limitation the reimbursement of any legal fees and expenses as they are incurred, as well as any settlement costs incurred, and (c) shall survive any termination of this Agreement or any provision of this Agreement. Neither Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party. The Indemnified Party shall promptly notify the Indemnifying Party of any such claim of and: (i) shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in connection with the defense or settlement of any such claim; and (ii) at the Indemnified Party’s expense, may participate in the defense of any such claim. Any failure of the Indemnified Party to promptly notify the Indemnifying Party of any indemnified claim shall only relieve the Indemnified Party of its obligations hereunder to the extent that the Indemnifying Party is actually prejudiced thereby.

13. Notices. Any notice, approval, request, authorization, direction, or other communication required or permitted under this Agreement shall be given via email. Either party may change the notice address or addressee by giving written notice thereof to the other party via email. Notice may be given via electronic communication to request a modification of the agreement.

Rockstarr & Moon, Inc.
Jon Minion
[email protected]

14. Additional Terms

a. The obligations under this Agreement shall be joint and several.

b. Neither this Agreement nor any right or interest herein, may be assigned, in whole or in part, without the express written consent of the other party. Any assignment without such consent shall be null and void. Notwithstanding the foregoing, Rockstarr & Moon may assign this Agreement to any affiliated company without Customer’s consent, or if the assignment is carried out as part of a merger, restructuring, reorganization, sale, or transfer of all or substantially all of Rockstarr & Moon’s assets. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors, and legal representatives. There are no third-party beneficiaries to this Agreement.

c. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term, or provision of this Agreement is held to be illegal or unenforceable, neither the validity nor enforceability of the remainder of this Agreement shall be affected.

d. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

e. Blue-Penciling. If any court determines that any of the covenants contained in this Agreement, or any part thereof, is unenforceable because of the duration or geographical or other scopes of such provision, such court shall have the power to reduce the duration or scope of such provision and, in its reduced form, such provision shall then be enforceable Nothing in this Agreement shall confer any rights upon any person or entity that is not a party to this Agreement except as expressly provided hereunder.

f. If a dispute arising out of this Agreement cannot be resolved by mutual consent, Customer and Rockstarr & Moon agree to attempt to mediate in good faith for up to 30 days after the notice is given. If the dispute is not so resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party. This Agreement shall be governed by the laws of the State of Florida, and the parties agree that any disputes resulting in legal action shall be submitted to the courts of the State of Florida. ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER, OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN PUTNAM COUNTY, FLORIDA. CUSTOMER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED WITHIN PUTNAM COUNTY, FLORIDA. CUSTOMER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST ROCKSTARR & MOON BY CUSTOMER IN ACCORDANCE WITH THIS SECTION.

g. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

h. If either party incurs any legal fees associated with enforcing this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other party.

i. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

j. The failure of Rockstarr & Moon to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

k. This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.

l. This Agreement, and all exhibits and schedules attached hereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.