Terms of Service

GENERAL SERVICE TERMS & AGREEMENT *NOTICE* BY PAYING A DEPOSIT AND SCHEDULING SERVICES, CLIENT HEREBY AGREES TO ITEMS OUTLINED IN THIS DOCUMENT

CONTRACTOR Kyra L. Rogers dba K.L. Resinworks, LLC 7647 Lexington Drive, Biloxi, MS, 39532 (the "Contractor")

A. BACKGROUND A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"): o Floral Preservation Services.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Ser vices to the Client.
3. TERM OF AGREEMENT 3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
4. PERFORMANCE 4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
5. CURRENCY 5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
6. COMPENSATION 6. The Contractor will charge the Client a fee for the Services based on current pricing listed at klresinworks.com. (the "Compensation").
7. A deposit of $150.00 (the "Deposit") is payable by the Client upon execution of this Agreement.
8. For the remaining amount, the Contractor will invoice the Client 5-7 business days before event date.
9. Invoices submitted by the Contractor to the Client are due upon receipt.
10. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
11. REIMBURSEMENT OF EXPENSES 11. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
12. All expenses must be pre-approved by the Client.
13. CONFIDENTIALITY 13. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 
14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
15. 
16. OWNERSHIP OF INTELLECTUAL PROPERTY 16. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
17. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. 18. RETURN OF PROPERTY 18. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
19. CAPACITY/INDEPENDENT CONTRACTOR 19. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
20. RIGHT OF SUBSTITUTION 20. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
21. In the event that the Contractor hires a sub-contractor: o the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor. o for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
22. AUTONOMY 22. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
23. EQUIPMENT 23. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
24. NO EXCLUSIVITY 24. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
25. NOTICE 25. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: o Kyra L. Rogers dba K.L. Resinworks, LLC 7647 Lexington Drive, Biloxi, MS, 39532 or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
26. INDEMNIFICATION 26. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
27. ADDITIONAL CLAUSES 27. Due to the artistic nature of the service provided, no refund will be offered for any work completed by K.L. Resinworks, LLC. Failure to pay according to payment schedule, event cancellation, or otherwise will result in forfeiture of any prepaid deposits and scheduled time.
28. In the event of non-payment, K.L. Resinworks, LLC reserves the right to seek compensation elsewhere for orders delinquent by forty-five (45) calendar days after their completion, with no refund or reimbursement due to the original booking client.
29. All clients will approve designs by photograph proof before any piece is produced. Approving design constitutes as verbal contract. Once design has been approved, client will no longer be able to add or change order items as the order will officially be in production.
30. By paying a deposit and scheduling services, client agrees to hold harmless K.L. Resinworks, LLC in regards to acts of nature, reasonable design flaw, ect. Flowers and other botanicals are organic matter. While the highest quality care goes into each and every piece, it is impossible to guarantee against color change, breakage, bubbles, natural fibers, etc. 31. It is the responsibility of the client to ensure the shipping/pick-up/delivery of the flowers/items in question. Free local pickup/delivery can be scheduled within a fifty (50) mile radius of Biloxi, MS. Shipping is also possible with strict instructions to insure the best possible outcome for drying/pressing. K.L. Resinworks is not responsible for loss regarding failure to follow packing instructions or failure to schedule handoff.
32. MODIFICATION OF AGREEMENT 32. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
33. TIME OF THE ESSENCE 33. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
34. ASSIGNMENT 34. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
35. ENTIRE AGREEMENT 35. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
36. ENUREMENT 36. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
37. TITLES/HEADINGS 37. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
38. GENDER 38. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
39. GOVERNING LAW 39. This Agreement will be governed by and construed in accordance with the laws of the State of Mississippi.
40. SEVERABILITY 40. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 41. WAIVER 41. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.