Wood Integration

Terms of Service

  1. Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Wood Integration LLC (“Consultant”) to a client (“Client”). Any accompanying proposal or engagement letter from Consultant (the “Proposal”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Proposal, the Proposal shall govern. These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Consultant’s provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.
  2. Services. Consultant shall provide the services to Client as described in the Proposal (the “Services”) in accordance with these Terms. Consultant shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only.
  3. Relationship of the Parties. The parties are independent contractors in a consulting relationship. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture (or other form of joint enterprise), employment, attorney-client, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  4. Client’s Obligations. Client shall: (a) cooperate with Consultant in all matters relating to the Services; (b) provide access to Client’s premises as may reasonably be requested by Consultant for the purposes of performing the Services; (c) respond promptly to any Consultant request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Consultant to perform Services in accordance with the requirements of this Agreement; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. If Consultant’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Consultant shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
  5. Fees and Expenses; Payment Terms; Interest on Late Payments; Taxes. In consideration of the provision of the Services by Consultant and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Proposal. All hourly fees are billed in quarter-hour increments. In addition, Client agrees to reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred by Consultant in connection with the performance of the Services. Client shall pay all invoiced amounts due to Consultant within thirty (30) days from the date of Consultant’s invoice. In the event payments are not received by Consultant within thirty (30) days after becoming due, Consultant may: (i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full. Client 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 Client hereunder.
  6. Confidential Information. All non-public, confidential or proprietary information of either party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to its customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as ‘confidential’, in connection with this Agreement is confidential, and shall not be disclosed or copied by the Receiving Party without the prior written consent of the Disclosing Party. Confidential Information does not include information that is: (i) in the public domain; (ii) known to the Receiving Party at the time of disclosure; or (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. The Receiving Party agrees to use the Confidential Information only to exercise its rights or perform its obligations under this Agreement. Each Disclosing Party shall be entitled to injunctive relief for any violation of this Section 6.
  7. Intellectual Property. With the exception of any Confidential Information of Client or Client materials, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Consultant in the course of performing the Services, including any items identified as such in the Proposal (collectively, the “Deliverables”), shall be owned by Consultant. Consultant hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.
  8. Limited Warranty. Consultant represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Consultant shall not be liable for a breach of the limited warranty set forth in this Section 8 unless Client gives written notice of the defective Services, reasonably described, to Consultant within thirty (30) days of the time when Client discovers or ought to have discovered that the Services were defective. Subject to the above, Consultant shall, in its sole discretion, either: (i) re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS SECTION 8 SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND CONSULTANT’S ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. CONSULTANT MAKES NO OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  9. LIMITATION OF LIABILITY. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA, 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 DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CONSULTANT 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 CONSULTANT’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 CONSULTANT PURSUANT TO THIS AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY RESULTING FROM CONSULTANT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DEATH OR BODILY INJURY RESULTING FROM CONSULTANT’S NEGLIGENT ACTS OR OMISSIONS.
  10. Termination. In addition to any remedies that may be provided under this Agreement, Consultant may terminate this Agreement with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences (or has commenced against it) proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  11. Force Majeure. Neither party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Consultant hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control (“Force Majeure Event(s)”). The Impacted Party shall give notice within fifteen (15) days of a Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Either party may terminate this Agreement immediately upon written notice in the event the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 11.
  12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
  13. Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the other party. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  14. Assignment. Neither party shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves a party of any of its obligations under this Agreement.
  15. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
  16. Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted solely in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  17. ‌Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
  18. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 18.
  19. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  20. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Relationship of the Parties, Confidential Information, Intellectual Property, Limited Warranty, Limitation of Liability, No Third-Party Beneficiaries, Waiver, Notices, Confidentiality, Governing Law, Jurisdiction, and Survival.
  21. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.  

Rev. 10.18.2024