TRUECopier Terms & Conditions

This legal agreement is by and between you, (“Client”), and TRUECopier, L.L.C., 401 Ryland Street, Suite 200, Reno, Nevada 89502, and sets forth the terms and conditions that apply to Client’s access to TRUECopier services.

By using TRUECopier, Client acknowledges that it has read, understood and agree to be bound by the terms and conditions listed below.

If Client does not agree with these Terms and Conditions, Client will not use or access TRUECopier website(s) or services.

1. Our Services

TRUECopier provides consultation services to individuals, companies and organizations wishing to save costs associated with office equipment expenses. TRUECopier will contact equipment manufacturers, dealers, financial institutions, consumable companies and service companies to gather information on Client’s behalf. The information will be audited, and TRUECopier will provide Client with a cost savings analysis.

Upon Client’s agreement to these Terms and Conditions, TRUECopier will provide Client with a timeline including the projected deadline for completion of the analysis.

TRUECopier guarantees that Client will save a minimum of $10,000.00 in projected savings from Client’s total cost of ownership of its current equipment versus new implementation of the money saving strategies and recommendations that are contained in the TRUECopier report. If Client’s TRUECopier audit does not save Client at least $10,000.00 in projected savings from the Client’s total cost of ownership of its current equipment versus new implementation of the money saving strategies and recommendations that are included in the TRUECopier report, then Client’s TRUECopier report is free and TRUECopier will reimburse Client its initial deposit. The TrueCopier guarantee is rescinded if Client is unable or unwilling to implement the suggested saving strategies or recommendations.

2. Client’s Information & Participation

In order to perform services pursuant to this Agreement, it is essential that TRUECopier receive all information regarding Client’s current office equipment needs, including, but not limited to how much Client prints each month on average and what types of materials (paper stock) and colors Client uses on a regular basis. Client is required to timely provide all information requested by TRUECopier including, but not limited to, copies of current equipment contracts, meter readings, invoices, and maintenance and service contracts.

Representatives of TRUECopier will need to contact office equipment companies on Client’s behalf. Client hereby consents to authorized representatives of TRUECopier acting as its agent for purposes of obtaining information required for the office equipment analysis. Some companies require that an authorized representative of Client verbally authorize our representatives to speak on Client’s behalf. If this is required as a security measure, TRUECopier will not be able to negotiate savings on Client’s behalf until Client provides its consent.

Client gives its consent and authorizes TRUECopier to obtain a consumer credit report from a credit reporting agency chosen byTRUECopier.

Client agrees to complete the following in a timely manner: (1) perform all tasks assigned to it by TRUECopier, (2) respond to requests for information, (3) provide assistance and cooperate with TRUECopier in order to implement the savings strategies and recommendations. In the event of a failure to cooperate or a delay by Client, and said failure or delay continues for a period of 48 hours after written notice of said failure or delay is sent to Client, then TRUECopier may, in its sole discretion, may extend the projected completion deadline or terminate this agreement. In the event Client terminates this agreement prior to the prior projected completion deadline, Client shall pay to TRUECopier a cancellation fee of $1,500.00. Failure of Client to respond to written notice of default within 48 hours shall be deemed a cancellation by Client. The Cancellation Fee shall be due immediately upon termination of this agreement by Client.

3. Costs to Client

Pay as you go! A 50% deposit of the estimated projected savings is required upon sign up for TrueCopier Services via website. An additional 25% of projected savings will be billed upon delivery of the TRUECopier Report to Client. The remaining 25% will be billed after the money savings strategies and recommendations are implemented and locked in and shall be paid in full no later than 30 days from the date of the TRUECopier report..

4. Cancellation of TRUECopier Services

TRUECopier reserves the right to cancel this agreement at any time for any reason. In the event this agreement is cancelled for a reason other than Client’s cancellation defined in Paragraph 3 above, Client shall not be obligated to pay a fee to TRUECopier.

5. Mutual Non-Disclosure of Confidential Information

It is understood and agreed that the parties to this Agreement would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:

a. The confidential information to be disclosed under this Agreement (“Confidential Information”) can be described as and includes:

Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.

b. The parties shall use the Confidential Information only for the purpose of evaluating and analyzing Client’s office equipment expenses using TRUECopier’s unique and protected audit/analysis process, and shall not be disclosed to third parties.

c. The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

d. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.

e. The parties warrant that they have the right to make the disclosures under this Agreement.

f. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified herein. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

g. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

h. If there is a breach or threatened breach of any provision of this Paragraph 5 of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement

6. Non-Compete Agreement

Client acknowledges that strategies and techniques, pricing information, marketing information and methods, contact information for clients and/or members, and methods of operation are not generally known to the public or in the industry; and that Client will have access to all the foregoing in the course of the parties’ relationship.

Client agrees that for a period of two (2) years immediately following Client’s agreement to these Terms and Conditions, Client will not engage in activity whereby it provides the same or competing services and/or products as are provided by TRUECopier for any competitor of TRUECopier. Client agrees and understands that the phrase in the preceding sentence, “any competitor of TRUECopier” is expressly intended to include the Client itself. Client also agrees to not accept employment from, instruct, aid, or cause any other person, firm, partnership, or corporation to do anything this Agreement prohibits Client from doing.

For a period of two (2) years immediately following Client’s agreement to these Terms and Conditions, Employee will not solicit, divert, take away, attempt to take away, or aid in the solicitation, for the purpose of offering a competing product or service to any client of TRUECopier’s. The term “clients” specifically includes manufacturers, vendors/suppliers and customers. Client also agrees to not accept employment from, instruct, aid, or cause any other person, firm, partnership, or corporation to do anything this Agreement prohibits Client from doing.

If there is a breach or threatened breach of any provision of this Paragraph 6 of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement

7. Miscellaneous Provisions

a. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Washoe County, State of Nevada. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.

b. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties.

c. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

d. Client acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Client, TRUECopier will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.

e. Client’s remedy, if any, for any breach of this Agreement shall be solely in damages in an amount not to exceed fees paid to TRUECopier under this Agreement. Client shall look solely to TRUECopier for recover of such damages. Client waives and relinquishes any right Client may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Client shall look solely to TRUECopier for any compensation which may be due to Contractor hereunder.

f. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

g. The parties agree that time is of the essence in this Agreement.

h. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.