Service Agreement

REI Call Center
Service Agreement

This Services Agreement is entered into by and between REI Call Center, LLC, a Texas
limited liability company with offices located at 12515-8 Research Blvd #100 Austin, Tx 78759 , and customer agreeing to the purchase of the service.  Each of Service Provider
and Customer may be referred to as a Party or collectively, as the Parties.
1. Services. Service Provider shall provide to Customer the services set out below. Service
Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in
this Agreement.
2. Fees and Expenses. For the Services to be performed hereunder, Customer shall pay to Service Provider
the fees as provided on Exhibit A within 3 days of the date of Service Provider invoice.
Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and
charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by
Customer. In addition, Service Provider shall be entitled to suspend the provision of any Services if
Customer fails to pay any undisputed fees when due hereunder and such failure continues for 3 days
following written notice thereof.
3. Confidentiality. From time to time during the Term of this Agreement, either party (as the Disclosing
Party) may disclose or make available to the other party (as the Receiving Party), non-public, proprietary,
and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly
labelled as confidential, or if disclosed orally, is identified as confidential when disclosed and within 30
days thereafter, is summarised in writing and confirmed as confidential
provided, however, that Confidential Information does not include any information that: (a) is or becomes
generally available to the public other than as a result of Receiving Party breach of this 4; (b) is or
becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided
that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in
Receiving Party possession prior to Disclosing Party disclosure hereunder; or (d) was or is independently
developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x)
protect and safeguard the confidentiality of the Disclosing Party Confidential Information with at least the
same degree of care as the Receiving Party would protect its own Confidential Information, but in no event
with less than a commercially reasonable degree of care; (y) not use the Disclosing Party Confidential
Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform
its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person
or entity, except to the Receiving Party Group who need to know the Confidential Information to assist the
Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If
the Receiving Party is required by applicable law or legal process to disclose any Confidential Information,
it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of
such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party sole cost and
expense, a protective order or other remedy. For purposes of this 4 only, Receiving Party Group shall
mean the Receiving Party affiliates and its or their employees, officers, directors, shareholders, partners,
members, managers, agents, independent contractors, service providers, sub-licensees, subcontractors,
attorneys, accountants, and financial advisors.

4. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter or a period
of 1 month (the Initial Term) unless sooner terminated as provided herein.  Upon expiration of the Initial
Term, this Agreement shall automatically renew for an additional one month unless either party provides
written notice of non-renewal at least 14 days prior to the end of the then-current term (each a Renewal
 and together with the Initial Term, the Term), or unless sooner terminated as provided herein. If the
Term is renewed for any Renewal Term pursuant to this Section, the terms and conditions of this Agreement
during such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such
renewal, subject to any change in the fees payable hereunder by Customer during the applicable Renewal
Term. If either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise
sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-
current Term.
5. Cancellation Policy. We know your time is valuable, and ours is too, out of respect for our staff and our
other clients, we ask that you give us at least a 14-day notice if you need to cancel your service. If this
Agreement is terminated with or without cause, the Service Provider shall be entitled to receive a pro-rata
payment for the work/services performed before receipt of the written termination/suspension notice, and
final payment shall be delivered by Client within fifteen calendar days of notice of termination/suspension.
6. Terms and Conditions. ALL SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF
MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C)
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD
PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. IN NO EVENT SHALL REI BE LIABLE
TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR
LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS
OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT REI HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE
OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL
REI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO
REI IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Client
(as Indemnifying Party) shall indemnify, hold harmless, and defend REI and its managers, officers,employees, agents, affiliates, successors, and permitted assigns (collectively, Indemnified Party) against
any and all losses, damages, liabilities, claims, actions, judgements, settlements, interest, awards, penalties,
fines, costs, or expenses of whatever kind, including professional fees and attorneys; fees, that are incurred
by Indemnified Party (collectively, Losses), arising out of any third-party claim alleging (a) any negligent
or more culpable act or omission of Indemnifying Party or its personnel (including any reckless or willful
misconduct); (b) any bodily injury, death of any person, or damage to real or tangible personal property
caused by the negligent or more culpable acts or omissions of Indemnifying Party or its personnel (including
any reckless or wilful misconduct); or (c) any failure by Indemnifying Party to materially comply with any
applicable federal, state, or local laws, regulations, or codes. The invalidity, illegality, or unenforceable
of any provision herein does not affect any other provision herein or the validity, legality, or enforce-ability
of such provision in any other jurisdiction. This Agreement and all matters arising out of or relating to this
Agreement are governed by, and construed in accordance with, the laws of Texas without giving effect to

any conflict of laws provisions thereof that would result in the application of the laws of a different
jurisdiction.
7. Non-Competition; Non-Solicitation (a) During the Restricted Period, Customer shall not, and shall not
permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the
Company or encourage any employee to leave the Company’s employment, except pursuant to a general
solicitation which is not directed specifically to any such employees.
(b) During the Restricted Period, Customer shall not, and shall not permit any of its Affiliates to, directly or
indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or
potential clients or customers of the Company for purposes of diverting their business or services from the
Company.
(c) Customer acknowledges that a breach or threatened breach of this Section 7 would give rise to
irreparable harm to Company, for which monetary damages would not be an adequate remedy, and hereby
agrees that in the event of a breach or a threatened breach by Customer of any such obligations, Company
shall, in addition to any and all other rights and remedies that may be available to it in respect of such
breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific
performance, and any other relief that may be available from a court of competent jurisdiction (without any
requirement to post bond).
(d) Customer acknowledges that the restrictions contained in this Section 7 are reasonable and necessary to
protect the legitimate interests of Company and constitute a material inducement to Company to enter into
this Agreement and consummate the transactions contemplated by this Agreement. In the event that any
covenant contained in this Section 7 should ever be adjudicated to exceed the time, geographic, product or
service, or other limitations permitted by applicable law in any jurisdiction or any governmental order, then
any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in
such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by
applicable law or such governmental order. The covenants contained in this Section 7 and each provision
hereof are sever-able and distinct covenants and provisions. The invalidity or unenforceable of any such
covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or
provisions hereof, and any such invalidity or unenforceable in any jurisdiction shall not invalidate or
render unenforceable such covenant or provision in any other jurisdiction. For purposes of this Agreement,
Affiliates of a person or entity means any other person or entity that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The
term control (including the controlled by and & under common control with) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
9. Refund Policy. At REI, we value our customers and strive to provide the best possible service. We want
to inform you that unfortunately we are unable to offer refunds for transactions completed through REI Call Center. We understand that this may be disappointing, but please know that it is due to the complexities
involved in each deal.

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