In consideration of the premises and mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, L.A. Girl Friday, LLC (“L.A. Girl Friday”) and the customer (the “Customer”), as the parties (“Parties”) to this agreement (“Agreement”), agree to be bound as follows:

Terms and Services. L.A. Girl Friday shall provide the services requested by the Customer (the “Services”) subject to the terms and conditions hereof.

Conditions. We will make reasonable efforts to reply to all requests for Services within 24 hours. We request that you provide at least 24 hours lead time on all requests. We will always do our best to fulfill requests for Services as soon as possible, on a first come, first served basis. Cancellation of Services must be made 24 hours prior to start of the Services. L.A. Girl Friday holds the right to refuse any business it feels is unsafe and unsuitable for its employees, as determined by L.A. Girl Friday at its sole discretion. Credit cards held as a security deposit will not be charged unless the client fails to provide alternate and mutually acceptable method of payment upon completion of the Services. Notwithstanding any provision of this Agreement to the contrary, L.A. Girl Friday reserves the right to make all final decisions on Services and related costs.

Customer Responsibilities. Customer agrees to provide L.A. Girl Friday and L.A. Girl Friday’s employees and contractors with access to the location and personnel designated as per Customer’s request for Services. Customer further agrees to provide L.A. Girl Friday and L.A. Girl Friday’s employees and contractors with access to any and all other facilities and equipment deemed necessary or advisable by L.A. Girl Friday to provide the Services.

Compensation and Fees. Upon Customer request for Services, L.A. Girl Friday shall provide Customer with an estimate of the fee for such Services (the “Estimate”) by telephone or electronic mail. L.A. Girl Friday shall make reasonable efforts to communicate the Estimate to Customer within 24 hours of the request for Services, but in no event shall be later than the date upon which L.A. Girl Friday begins to render the Services requested. Failure of the Customer to object to the Estimate so communicated prior to the rendering of the Services requested shall be deemed an acceptance by the Customer of the Estimate as the fee to be paid upon completion of the Services requested, in addition to any costs or expenses incurred the course of providing the Services. For or in connection with the Services to be provided hereunder, Customer shall pay L.A. Girl Friday the fees agreed upon as per the Estimate and in addition to any costs or expenses incurred in the course of providing the Services.

Termination. Not withstanding anything herein contained to the contrary, the Parties shall have the right to terminate this Agreement at any time upon notice, either orally or in writing.

Relationship of the Parties. The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party hereto. Neither party shall make any representation that suggests otherwise.

Warranties and Disclaimers. L.A. GIRL FRIDAY MAKES NO REPRESENTATIONS OR WARRANTIES HEREUNDER EXCEPT THAT IT SHALL USE REASONABLE EFFORTS TO COMPLY WITH L.A. GIRL FRIDAY OBLIGATIONS UNDER THIS AGREEMENT. L.A. GIRL FRIDAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, CONCERNING THE RESULTS OF THE SERVICES PROVIDED HEREUNDER. L.A. GIRL FRIDAY SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR, AND CUSTOMER SPECIFICALLY WAIVES ANY CLAIMS RELATED TO, LOSSES THAT MAY BE SUFFERED BY CUSTOMER AS A RESULT OF THE SERVICES PROVIDED OR L.A. GIRL FRIDAY’S PERSONNEL IN PROVIDING SUCH SERVICES (EXCEPT THOSE DIRECTLY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF L.A. GIRL FRIDAY). CUSTOMER ACKNOWLEDGES AND AGREES THAT L.A. GIRL FRIDAY DOES NOT OWN, OPERATE OR IN ANY MANNER EXERCISE ANY CONTROL OR INFLUENCE OVER THIRD-PARTY SUPPLIERS OR VENDORS AND, THEREFORE, L.A. GIRL FRIDAY SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH SUPPLIERS OR VENDORS.

Indemnity by Customer. Customer agrees to release, indemnify, defend and hold harmless L.A. Girl Friday and its officers, agents, shareholders, employees and directors from and against any and all losses, penalties, fines, costs, expenses (including reasonable attorneys’ and consultants’ fees), claims, damages, liabilities and judgments arising (directly or indirectly) out of or resulting from: (i) the Services to be provided by L.A. Girl Friday under this Agreement, including, without limitation, the acts or omissions (negligent or otherwise) of the officers, agents or employees of L.A. Girl Friday, which have not directly resulted from their gross negligence or willful misconduct, (ii) the acts or omissions (negligent or otherwise) of Customer, its employees or its agents or (iii) Customer’s breach of any representation, warranty, covenant or agreement contained in this Agreement or any contract, arrangement or agreement made on behalf of Customer by L.A. Girl Friday. This provision shall survive the expiration or termination of this Agreement.

Limitation of Liability. NEITHER L.A. GIRL FRIDAY NOR ANY PERSONNEL PROVIDED BY L.A. GIRL FRIDAY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS RECOURSE AGAINST L.A. GIRL FRIDAY FOR A BREACH OF THE AGREEMENT SHALL CONSIST SOLELY OF THE RIGHT TO DEMAND A REFUND OF ANY AND ALL AMOUNTS PAID BY CUSTOMER TO L.A. GIRL FRIDAY PURSUANT TO THE SECTIONS ENTITLED “CONDITIONS” AND “COMPENSATION AND FEES” ABOVE. THE TOTAL LIABILITY OF SERVICE PROVIDER (AND ALL EMPLOYEES, AGENTS OR PERSONNEL PROVIDED BY L.A. GIRL FRIDAY) TO CUSTOMER RESULTING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE AMOUNT PAID BY CUSTOMER TO L.A. GIRL FRIDAY UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT.

Incorporation: This Agreement hereby references the L.A. Girl Friday Customer Services Agreement, and the terms of such Customer Services Agreement is hereby incorporated in their entirety. The Customer represents and warrants that they have reviewed and agree to the terms of the Customer Services Agreement, which may be obtained by writing to info@lagirlfriday.com. In the event of any conflict or inconsistency, the terms of the L.A. Girl Friday Customer Services Agreement shall control.

Amendment: This Agreement may be amended by L.A. Girl Friday at any time and at its sole discretion, without notice.

Miscellaneous.
(a) Force Majeure: Except for the payment of the fees due hereunder, performance hereunder shall be extended for a period of time equal to the delay caused by or resulting from acts of God, war, civil disruption, casualty, telephone or electric service interruptions or malfunctions, labor difficulties, shortages of energy, labor, materials or equipment, government regulations, delays caused by either party to the other, or causes beyond the control of such party.
(b) Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of the state of California applicable to agreements made and to be performed entirely in such state without giving effect to the conflicts of laws principles thereof.
(c) Arbitration, Venue and Jurisdiction: The Parties hereby irrevocably submit any and all disputes arising under or relating to this Agreement to binding arbitration to be conducted in accordance with the laws of the state of California before Judicial Arbitrations Mediation Services (JAMS) in Santa Monica, California. Any action to compel such an arbitration or to enforce any award rendered thereunder shall be commenced in either the courts of the State of California for the County of Los Angeles or the United States District Court for the Central District of California. Additionally, the Parties agree that service of process in any such proceeding may be achieved by any means allowed under California or federal law. The Parties hereto waive and agree not to assert (by way of motion, as a defense or otherwise) that any such proceeding is brought in an inconvenient forum or that the venue thereof is improper.