This Agreement (the “Agreement”) is entered into on the date set forth below between PROFESSIONAL MULTIPLE SERVICES LLC, a limited liability company, with its principal place of 107-64 93 ST Queens, NY 11417 ("PMS" or “we” or “us”) and Customer (“Customer” or “you”) acting as agent of Company.

1. Introduction. At PMS, we offer professional consultancy services of both Financial and Non-Financial nature to our clients. We aim to keep our customers satisfied by providing top quality professional services. Currently, we are offering a wide range of over 70 services using our licensed, certified, knowledgeable, or experienced staff to make sure your service order is what it should be. With our versatility in a wide range of services, we are sure that we can meet all administrative and personal service needs of our Clients. 


2. License To Use. We grant and you accept a personal, non-transferable, non-exclusive, limited license to use our Service in accordance with the terms and conditions of this Agreement and our website.


3. Invoicing And Payment. We will provide you a fee schedule for all Services upon request which we may amend from time to time (the “Fee Schedule”). 


4. Invoice Method. You will provide us with an acceptable and valid credit card or debit card, unless otherwise mutually agreed upon by the parties. We will charge one-time fee for the services granted under this agreement. 


5. Cost of Taxes: You are responsible for paying all Taxes including but not limited to all applicable Federal, State, and local taxes.

Proprietary Rights.

1. The Service. We are and will remain the sole owner of all personal and intellectual property rights associated with the Service or any of its components such as names, trade names, trademarks, and service marks. Further, you agree that if, in the course of using our Service, you acquire any goodwill, publicity, or reputation (“Moral Rights”) in our Service or any of its components, then you will notify PMS, and assign all such Moral Rights to us without additional consideration. Also, all work product that may be created by us pursuant to this Agreement or any endeavor of the parties related to or arising out of this Agreement, is our exclusive property. None of the work product we create pursuant to this Agreement shall be deemed works for hire

within the meaning of the copyright laws of the United States. All such works shall be and remain our exclusive intellectual and personal property. You hereby irrevocably assign to us, without any reservation, limitation, condition, or additional consideration, all intellectual and/or personal property rights that you may have or claim in the Service or any of its components. Further, you agree to execute any and all documents we deem required and assist us in obtaining registration of such property rights.

1. Material Data. You are and will remain the sole owner of all personal and intellectual proprietary rights associated with your Material Data as defined in our Terms and Conditions.


2. Names And Marks. Unless we give you express written permission, you may not use our names, trade names, trademarks, service marks, or logos (collectively the “Identifiers”) in any other manner or form regardless of the reason or purpose.


3. Privacy. You acknowledge that you have read and understand our Privacy Policy, which is incorporated herein by reference.


4. Maintenance And Support. We will provide:


5. Customer Support. Customer Support will be provided at no additional charge. Customer Support will be subject to our Fee Schedule outlined in our Terms and Conditions.


6. Security. We restrict access to the Service and/or your Material Data to our employees, contractors, and individuals identified by you as authorized users. Licensed users will create their own identifications and passwords. It is your responsibility to prevent unauthorized access to the Service through the identifications and passwords created by you. We assist you in preventing loss of your Material Data by using reasonable efforts to conduct periodic backups and maintaining a “firewall” against malicious, harmful or disabling data, work, codes, or programs. However, we do not warrant or guarantee against any loss of Material Data under any circumstances. Nor do we represent, warrant, or guarantee any level of security, availability, confidentiality, accuracy, or integrity of the Service or Material Data.


7. Downtime. We will provide you with a twenty-four (24) hour notice of system maintenance within our control that will require downtime. However, we do not represent, warrant, or guarantee that the Service will be available to you at all times.


8. Limits On Use. You are responsible for the content of your Material Data and the results of your use of or inability to use the Service. PMS is not responsible for any incorrect data entry or settings applied by you at any time during the setup or administration of your account. 


9. Reverse Engineering. You may not copy or reverse engineer any aspect of the Service and you may not disassemble or decompile any aspect of the Service without our prior written consent.

Termination.

1. Upon Breach. In the event you breach any provision of this Agreement including those Terms and Conditions attached, we may, in our discretion, and in addition to all other remedies we have, terminate, suspend, or discontinue this Agreement without notice.


2. For Convenience. Either party may terminate, suspend, or discontinue this Agreement upon written or electronic notice to the other. Notice of termination for convenience will not be effective until it is received by the other party in writing.


3. Confidentiality & Noncompetition. All Confidential Information is our proprietary and/or licensed trade secret information. You will not disclose any of our Confidential Information to any unauthorized third party. Further, you will not directly or indirectly make use of our Confidential Information except as set forth in this Agreement nor will you engage in competition against us during the term, any renewal term, and/or for a period of two years from the date of termination of this Agreement.


4. Disputes, Governing Law, And Forum. Any litigation between the parties arising out of or related to this Agreement will be initiated and concluded in a court of the United States of America. This Agreement shall be governed and construed in accordance with the laws of the United States of America without regard to its choice of law provisions.


5. WARRANTY DISCLAIMER. THE SERVICE AND ALL COMPONENTS THEREOF ARE PROVIDED AND LICENSED TO YOU "AS IS" AND “AS AVAILABLE” WITH ALL DEFECTS AND WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS, OR IMPLIED. YOU ACKNOWLEDGE THAT SOME OF THE SERVICE’S COMPONENTS, FEATURES, AND FUNCTIONALITY MAY BE TEMPORARILY OR PERMANENTLY MODIFIED, SUPPLEMENTED OR ELIMINATED BY US IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT OUR SERVICE IS SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND REGARDLESS OF THE CAUSE OF LOSS, YOU ASSUME THE RISK OF ANY AND ALL LOSSES ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, LOSS, DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR FAILURE TO CAPTURE OR STORE YOUR MATERIAL DATA. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR MATERIAL DATA WILL BE OR REMAIN FREE FROM LOSS, CORRUPTION, ERROR, OR DISCLOSURE. NOR DO WE REPRESENT, WARRANT, OR GUARANTEE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY OF ITS COMPONENTS OR CONTENT. FURTHER, WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SERVICE OR YOUR MATERIAL DATA AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR DESIGNATED PORTAL. FURTHER, WE SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE BETWEEN THE PARTIES.


6. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO ANYONE, REGARDLESS OF CAUSE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFIT, LOST DATA, OR BUSINESS INTERRUPTION), OR ANY OTHER DAMAGES, CAUSED IN WHOLE OR PART BY DISCLOSURE, FAILURE, DELAY, INTERRUPTION, UNAVAILABILITY, CORRUPTION, DEGRADATION, LOSS, YOUR USE, YOUR INABILITY TO USE, OR THE RESULTS OF YOUR USE OF THE SERVICE OR MATERIAL DATA. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT, OR OTHER APPLICABLE AREA OF LAW, AND WHETHER OR NOT YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD THE SERVICES OR MATERIAL DATA PROVE DEFECTIVE, DAMAGED, CORRUPT, OR UNUSABLE, WE WILL ENDEAVOR TO ASSIST YOU IN RECOVERY, EXTRACTION, CORRECTION, OR REPAIR; HOWEVER, YOU (NOT US) ASSUME THE ENTIRE COST OF ALL RECOVERY, EXTRACTION, CORRECTION, OR REPAIR (EXCEPT AS MAY BE OTHERWISE AGREED IN THE “MAINTENANCE AND SUPPORT” SECTION OF THIS AGREEMENT). IN ANY EVENT, THE TOTAL AMOUNT OF AGGREGATE DAMAGES FOR WHICH WE WILL BE LIABLE TO YOU, REGARDLESS OF THE TYPE, AMOUNT AT CONTROVERSY, OR NUMBER OF CLAIMS, IS ONE-TWENTIETH (5%) OF THE TOTAL SOFTWARE AND SERVICE FEE PAYMENTS MADE TO US BY YOU UNDER THIS AGREEMENT DURING THE LAST TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH YOU CLAIM YOUR FIRST DAMAGES ACCRUED.


7. Indemnification. You will defend, indemnify, and hold us and our shareholders, directors, officers, employees, agents, and assigns harmless from and against any liability, obligation, claim, judgment, loss, cost, damage, or expense (including settlement amounts, reasonable attorney's fees, and all fees and costs) which results from: (a) your use of or inability to use the Service; (b) the loss, destruction, or corruption of your Material Data; (c) your performance under this Agreement; (d) your breach of any term, covenant, representation or warranty contained in this Agreement; (e) the other acts or omissions (including without limitation reckless and/or intentional acts or omissions) committed by you or your employees, contractors, and agents.


8. Notice Of Immunity From Liability. Pursuant to 18 USC § 1833(b), you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If you file a lawsuit in retaliation to our reporting of a suspected violation of law, you may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.


9. Notices. All notices required or permitted hereunder will be sent to the parties in writing by U.S. Mail, email, or a recognized national express courier, or if required to be made by PMS posted on our Web Site. You must give us timely notice of any change in your address, credit card, or bank account information.


10. Amendment. We may, at any time and in our sole discretion, change, modify, amend, delete, or add (collectively, make “Alterations”) to the terms of this Agreement. Any Alteration will become

effective immediately upon publication on our Web Site. You are responsible for monitoring our Web Site for Alterations to this Agreement or our Terms and Conditions. Continued use of Service constitutes acceptance of all Amendments to this Agreement.

1. Surviving Sections. You remain obligated under all those provisions of this Agreement which, by their nature and effect, obligate you for a time period beyond termination and/or completion of this Agreement, including, without limitation, this section and sections 4, 9, 10, 11, 12, 13, 14, 15, 16 and 17.


2. Entire Agreement. This Agreement and our current Terms and Conditions (attached) sets forth the entire Agreement of the parties as it relates to the Service and supersedes all other oral or written agreements governing your use of the Service. 


3. Effective Date. This Agreement is effective between the Company and PMS as of the date you first accessed, or used the service, whichever is earliest.

By electronic signature where indicated, you acknowledge that you have read and agree to this Agreement and Terms and Conditions attached.