Phone: 801-800-0487
Email: Accounting@rtnielson.com
Mailing Address: PO Box 17966, 2350 E. Arbor Lane, Salt Lake City, Utah 84117
Methods of Payment Accepted: ACH, Bank Wire, Check.
*Last updated September 9, 2024
Article 1 – Definitions
1.1 RTNielson ‘RTNielson’ shall mean and refer to any and all of its shareholders, directors, officers, agents, representatives, employees, RTNielson’s, subcontractors, vendors, or any on or more of them.
1.2 Claim (or Claim’s). Any and all claims, actions, causes of action, rights, demands, liabilities, damages, costs, expenses, and/or fees (incl. expert and attorneys) of any nature whatsoever actually or allegedly arising directly or indirectly out of or related to RTNielson’s services, whether or not accrued known, suspected discovered, discoverable, and/or latent, including but not limited to breach of contract (express or implied, beach of warranty (express or implied), negligence (professional, simple or gross, sole or joint, active or passive), negligent misrepresentation, breach of legal or fiduciary duty, product liability, strict liability, indemnity, contribution, subrogation, reimbursement, exoneration, and/or violation of statute, code, ordinance, rule or regulation.
Article 2 – Payment
2.1 Invoices shall reflect billing for services performed or to be performed and reimbursable expenses incurred by RTNielson. Payment on an invoice is due upon receipt of the invoice. Specific costs and pricing for services to be determined.
Article 3 – Special Terms And Conditions
3.1 Relationship. The relationship between RTNielson and Client is that of a non-agent, non-fiduciary, independent contractor and client, respectively. Nothing contained herein shall be deemed as precluding RTNielson providing identical or similar services to any other person or entity.
3.2 Reporting. Client shall be soley responsible for preparation and filing of all reports required under federal, state or local campaign, election, tax or other laws. Such government levies are not covered in RTNielson’s price unless expressly so stated.
3.3 Opinions. RTNielson’s opinions, if any, represent RTNielson’s best judgment based upon available information. Any such opinions are subject to change and are based upon factors over which RTNielson has not control. RTNielson does not guarantee the accuracy or reliability of any such opinions.
3.4 Delays. Client expressly acknowledges that delays may occur, but that RTNielson will make all reasonable efforts to provide all services or materials ordered under this contract by the request date. However, RTNielson shall in no way be liable in any manner for any failure whatsoever in providing any services or materials by the requested date.
3.5 Representatives. RTNielson’s and Clients designated representatives are deemed to have authority to bind their respective principals.
3.6 Limitation of Liability. RTNielson’s liability on any claim of any kind, whether based on breach of contract, negligence, warranty or otherwise, for any loss or damage arising out of, connected with or resulting from this contract or from the performance or breach thereof or from the use of any product or material furnished pursuant to this contract shall be the lessor of the contract price allocated to the product or material which gives rise to the claim or $25,000. In no event shall RT Nielson be liable for special, incidental or consequential damages, whether for breach of contract or tort.
3.7 Exclusion of Warranties. RTNielson warrants to Client that the product to be provided under this Agreement will be of the kind and quality described in the contract. (THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE). Claims or defects will not be honored unless made in writing within thirty (30) days of receipt of such product or materials and unless Client promptly discontinues use of such product or materials.
3.8 Access. RT Nielson is entitled to rely on any and all information supplied by, through or on behalf of Client and has no legal or contractual duty to verify the accuracy or reliability of such information.
3.9 Confidential Information. Any and all information disclosed by Client to RT Nielson during the term of this agreement is confidential. Any and all information obtained by Client pertaining to RTNielson’s methods and operations constitutes proprietary and confidential business information. Except as authorized hereby or relevant to protecting the parties respective interests, both parties shall hold such information in strictest confidence and shall not disclose or disseminate said information to others, or avail itself of said information for the benefit of others, without the prior express written consent of the other party.
3.10 Dispute Resolution. All disputes related to this agreement, either parties’ performance hereunder, RTNielson’s services, and/or a Claim(s), shall be submitted to mediation and interpreted according to the laws of the State of Utah, before a mutually-acceptable mediator prior to initiation of binding dispute resolution procedures. In the event the parties are unable to agree on a mediator, said mediator shall be appointed by a court of competent jurisdiction and proper venue. The costs of mediation shall be borne equally by the parties. In the event mediation is unsuccessful, said dispute shall be submitted to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the Utah Arbitration Act.
Article 4 – General Terms And Conditions
4.1 Applicable Law. This agreement shall be deemed as being entered into and performed in the State of Utah.
4.2 Assignment; Subcontracting. Neither party shall assign its rights under this agreement without the prior, express, written consent of the other. RT Nielson may subcontract any portion of its services without such consent. This agreement is binding upon the parties’ respective successors and assigns.
4.3 Force Majeure. Any default in the performance of this agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract: act of God, government, or public enemy; strike; embargo; fire, flood, epidemic, unusually severe weather and/or other extraordinary natural event or disaster; and/or quarantine.
4.4 Attorney’s Fees. In the event of default hereunder, the defaulting party agrees to pay all costs incurred by the non-defaulting party as a result thereof, including reasonable attorney’s and expert’s fees, whether incurred through formal legal proceedings or otherwise.
4.5 Third Party Rights. No third-party beneficiary rights are intended or created under this agreement, nor does this agreement create any cause of action in favor of any third party against either party hereto.
4.6 E-Sign Signatures: E-sign signatures will be considered as binding as original copies of the signature for the purpose of the document as well as all cost proposals and timelines.
4.7 Limitation Periods. Any and all statutes of limitation applicable to a Claim(s) shall begin to run and said Claim(s) shall be deemed to have accrued no later than the date upon which RT Nielson last rendered services for which Clients were billed.
4.8 Severability; Waiver. In the event any provision herein, or portion thereof, is invalid or unenforceable, the remaining provisions shall remain valid and enforceable. Waiver of a breach of any provision is not a waiver of a subsequent breach of the same or any other provision.
4.9 Merger; Amendment. This agreement constitutes the entire and integrated agreement between the parties and supersedes all prior or contemporaneous negotiations, representations and/or agreements, whether written or oral, and may be amended only by written instrument duly signed by the parties.
###
