Terms and Conditions
This Contract for Services ("Contract") is made effective as of submission of order ("Effective Date") by and between customer ("Recipient"), and Lot Logic LLC ("Provider").
Description of Services. Beginning on the Effective Date, the Provider will provide to the Recipient the following services (collectively, "Services"):
Provide property lot fit and zoning analysis for subject property requested by Recipient.
These services are limited to the information provided by the Recipient such as survey or existing construction documents to prove existing setbacks, height, area calculations, etc. In the absence of existing conditions, the Provider is limited to data accessible through GIS, mapping, assessor data, MLS listing data, listing photos, etc. and the accuracy is subject to these limitations and any inaccuracies they may contain.
Timeline of services are limited to information being provided promptly by Recipient when documentation is to be provided. Additionally, timeline is affected when scheduling or access to property (when applicable) is limited to times beyond provided timeline.
Payment. Payment shall be made to the Provider in the total amount of services listed on website upon execution of the Services.
In addition to any other right or remedy provided by law, if the Recipient fails to pay for the Services when due, the Provider has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.
Term. This Contract will begin on the Effective Date and shall remain in effect until completion of the Services ("Termination Date") or 12 months from the Effective Date, whichever comes first, unless terminated earlier as outlined in the Termination section below. Either party may alter the Termination Date by mutual written consent.
Termination. Either party may end this Contract prior to the Termination Date, with or without cause, upon 14 days' written notice to the other party ("Early Termination"). Upon Early Termination, the Provider shall receive a pro-rated payment for the Services rendered prior to the Early Termination Date. An email notice to the other party will suffice.
Default. The occurrence of any of the following shall constitute a material default under this Contract:
(a) The failure to make a required payment when due.
(b) The insolvency or bankruptcy of either party.
(c) The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
(d) The failure to make available or deliver the Services in the time and manner provided for in this Contract.
Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including, without limitation, the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the Effective Date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
Force Majeure. If the performance of this Contract or any obligation thereunder is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party who is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, but not be limited to, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, casualty, illness, injury, general unavailability of materials or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, or work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remedy such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Alternative Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations among the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the following Alternative Dispute Resolution ("ADR") procedure.
If any controversies, claims, or disputes arising out of or relating to this Contract cannot be resolved through negotiation, they will be resolved by binding arbitration under the rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. The arbitrator's decision will be final, and any court with proper jurisdiction may enter judgment upon it. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
Relationship of Parties. The Provider is an independent contractor with respect to its relationship to the Recipient. Neither the Provider nor the Provider's employees is or shall be deemed for any purpose to be an employee of the Recipient. The Recipient shall not be responsible to the Provider, the Provider's employees, or any governing body for any payroll taxes related to the performance of the Services. Upon request, the Provider will provide evidence of appropriate insurance coverage for and general liability insurance.
Entire Agreement. This Contract contains the entire agreement of the parties with respect to the subject matter contained herein. No other promises, warranties, representations, agreements, or understandings, whether oral or written, exist concerning this subject matter. This Contract for Services supersedes any previous or simultaneous oral or written promises, warranties, representations, agreements, or conditions between the parties.
Severability. If any provision of this Contract shall be held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid, illegal, or unenforceable, but that by limiting such provision, it will become valid, legal, and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Amendment. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties.
Governing Law. This Contract shall be governed by the laws of Illinois.
Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
Waiver. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
Attorneys' Fees. If there is a dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
Signatories. This Contract shall be considered signed upon agreement by the Recipient and on behalf of Lot Logic LLC by Drew Whiting, Owner and effective as of the date first above written.
