Terms of Service

These Terms of Service ("Terms") govern your access to and use of the consulting and professional services (the "Services") provided by Tour N' Tell LLC ("we," "us," or "our"). These Terms constitute a legally binding agreement between you and Tour N' Tell. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Client / You / Your

The individual or entity accessing or using our Services.

Deliverables

The work product, reports, analyses, presentations, or other materials we provide to you as part of the Services.

Intellectual Property Rights

All patent rights, copyright rights, moral rights, rights of publicity, trademark rights, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights.

Statement of Work (SOW)

Any written document describing the specific Services to be provided, deliverables, timeline, and fees, which may supplement these Terms.

By accessing or using our Services, you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use our Services.

We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting a prominent notice on our website or by sending you an email. Your continued use of our Services after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.

We will provide the Services as described in any applicable Statement of Work or other written agreement between you and Tour N' Tell. We will use reasonable skill, care, and diligence in providing the Services in accordance with applicable professional standards.

We reserve the right to make changes to the methods, processes, or procedures, dates, or other aspects of the Services if we reasonably determine that such changes are necessary or advisable, and provided that such changes do not materially affect the nature or scope of the Services or the fees charged.

You agree to:

• Provide timely access to information, personnel, systems, and facilities reasonably necessary for us to perform the Services
• Make decisions and provide approvals in a timely manner
• Designate a primary contact with authority to make decisions regarding the Services
• Pay all fees as set forth in any applicable SOW or invoice
• Provide feedback on Deliverables within the timeframe specified in any applicable SOW
• Use the Services and Deliverables in compliance with applicable laws and regulations

You agree to pay all fees specified in any applicable SOW or invoice. Unless otherwise specified:

• Fees are quoted in USD
• Payment is due within 30 days of invoice date
• We may charge interest on late payments at the rate of 1.5% per month
• Fees do not include taxes, which will be added where applicable
• Fees do not include reasonable travel and out-of-pocket expenses, which will be billed separately with your prior approval

If you dispute any portion of an invoice, you agree to pay the undisputed portion and to provide written notice specifying the basis for the dispute within 15 days of the invoice date.

These Terms will remain in effect until the completion of the Services or until terminated as provided below.

Either party may terminate these Terms or any SOW for convenience upon 30 days' written notice to the other party. Upon such termination, you agree to pay for all Services performed and expenses incurred up to the effective date of termination.

Either party may terminate these Terms or any SOW immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days after receiving written notice of the breach.

Upon termination, all rights and obligations of the parties will cease except for payment obligations for Services performed before termination and the provisions of these Terms that expressly or by their nature survive termination.

Each party agrees to maintain the confidentiality of the other party's confidential information, which includes any non-public information disclosed during the provision of Services. Each party agrees to:

• Use the confidential information only for purposes of performing obligations under these Terms
• Protect the confidential information using at least the same degree of care used to protect its own confidential information
• Not disclose the confidential information to any third party without prior written consent, except to employees, agents, or contractors who need to know the information and are bound by similar confidentiality obligations

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the confidential information; or (d) is rightfully received from a third party without restriction.

These confidentiality obligations will survive termination of these Terms for a period of 3 years.

Unless otherwise specified in an applicable SOW:

We own all right, title, and interest in and to any pre-existing materials, methodologies, tools, techniques, processes, know-how, and software that we use in providing the Services.

Upon receipt of full payment, we grant you a non-exclusive, non-transferable, royalty-free license to use the Deliverables for your internal business purposes only.

You own all right, title, and interest in and to any materials you provide to us in connection with the Services. You grant us a non-exclusive, non-transferable license to use, reproduce, and modify such materials solely for purposes of providing the Services.

Each party represents and warrants that:

• It has the full right, power, and authority to enter into and perform its obligations under these Terms
• Its performance under these Terms will not violate any applicable law or regulation or any agreement with any third party

We warrant that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

You agree to indemnify, defend, and hold harmless Tour N' Tell, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from: (a) your use of the Services or Deliverables in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) your violation of any third-party right, including without limitation any intellectual property right.

Tour N' Tell agrees to indemnify, defend, and hold harmless you, your officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from our violation of any third-party intellectual property right in the provision of the Services.

Tour N' Tell is an independent contractor and not your employee, agent, joint venturer, or partner. Tour N' Tell has no authority to bind you to any contractual obligation. Tour N' Tell is solely responsible for all taxes, withholdings, and other statutory or contractual obligations related to its business, including but not limited to workers' compensation insurance.

During the term of any SOW and for a period of 12 months thereafter, you agree not to solicit for employment or hire any employee of Tour N' Tell who was involved in providing Services, without the prior written consent of Tour N' Tell. This provision does not restrict general solicitations of employment not specifically directed at Tour N' Tell employees.

Neither party will be liable for any delay or failure to perform its obligations under these Terms (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or disease.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Any disputes arising from these Terms will be resolved through binding arbitration in accordance with the American Arbitration Association rules. The arbitration shall take place in Virginia. You agree to waive any right to a jury trial.

These Terms, together with any applicable SOW, constitute the entire agreement between you and Tour N' Tell regarding the provision of Services and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

The failure of Tour N' Tell to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.

Any notices or other communications permitted or required under these Terms will be in writing and will be delivered by personal delivery, electronic mail, or by certified or registered mail, return receipt requested, to the addresses specified in the applicable SOW or otherwise designated in writing.

If you have any questions about these Terms, please contact us: