This Terms of Service Agreement (this “Agreement”) governs all services provided by Petite OBM (“Service Provider”) to any client (“Client”).

This Agreement is effective as of the date Client first engages Service Provider services, executes a Statement of Work, or submits payment, whichever occurs first (the “Effective Date”).

1. Acceptance of Terms. This Agreement becomes effective when Client:
   (a) Client executes a Statement of Work (“SOW”); OR
   (b) Client submits payment for any services; OR
   (c) Client otherwise engages Service Provider to perform services.By taking any of the actions above, Client agrees to be bound by this Agreement.

   If Client does not agree to these terms, Client shall not engage Service Provider’s services.

2. Services. Service Provider shall provide services as described in one or more Statements of Work (“SOW”), which are incorporated into this Agreement by reference.

   Each SOW will define the specific scope, deliverables, timeline, and fees.

   In the event of a conflict between this Agreement and an SOW, the SOW shall control with respect to that specific project.

3. Fees and Expenses. Client agrees to pay all fees, costs, and expenses specified in the applicable SOW. Payment terms shall be defined in each SOW or invoice.Failure to make timely payment may result in:
   (a) Immediate suspension of services
   (b) Delays in delivery
   (c) Termination of services
   
   Payment of any invoice constitutes acceptance of this Agreement and the applicable SOW.
4. Limited Warranty. Service Provider warrants that services will be performed:(a) In accordance with this Agreement and the applicable SOW
   (b) In a professional and workmanlike manner
   (c) Using personnel with reasonable skill and experience
5. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (aa) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (bb) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (cc) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.
6. Intellectual Property.
   1. Subject to full payment of all fees, the product of any work performed under this Agreement (“Work Product”) shall be the property of Client, including, without limitation, creations, works, devices, models, notes, notebooks, reports, documentation, drawings, images, audiovisual works, video files, audio files, podcasts, literary works, blogs, website copy, marketing copy, computer programs, software coding and inventions, work-in-progress and deliverables shall be the sole property of Client, and Service Provider hereby assigns to Client all right, title and interest therein, including but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein.  Each Party shall be entitled to use the other Party’s name and/or likeness in advertising and other business materials, provided such use shall not disparage or defame the other Party or its business.
   2. Any intellectual property created, authored or developed, or owned by Service Provider before the date of this Agreement, or created, authored or developed after the date of this Agreement, but independent of this Agreement, including without limitation, creations, works, devices, models, notes, notebooks, reports, documentation, drawings, images, audiovisual works, video files, audio files, podcasts, literary works, blogs, website copy, marketing copy, computer programs, software coding and inventions (“Service Provider IP”) shall remain the sole property of Service Provider, together with all right, title and interest therein, including but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, trademark rights, and other proprietary rights therein. Service Provider may grant Client a limited license hereunder to use some or all of Service Provider IP in Client’s business.  If such license is desired, Service Provider shall notify Client in writing which of the Service Provider IP is included in such license and which Client may use in Client’s business.
   3. Notwithstanding the foregoing, Service Provider retains ownership of all pre-existing frameworks, templates, processes, and tools used in the creation of the Work Product. Client shall not extract, reuse, resell, or repurpose any Service Provider IP outside of the intended use of the website without prior written consent from Service Provider.
7. Term & Termination.
   1. This Agreement remains in effect as long as Client is receiving services or has an active SOW.
   2. Either party may terminate:
      (a) As outlined in the applicable SOW; OR
      (b) In accordance with the terms below
   3. Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder and such failure continues for 30 days after Client's receipt of written notice of nonpayment.
   4. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
      (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
      (b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
      (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
      (d) Is dissolved or liquidated or takes any corporate action for such purpose.
      (e) Makes a general assignment for the benefit of creditors.
      (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, 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 DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
10. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.
11. Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 12 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.
12. Choice of Forum. Any dispute arising under or related to this Agreement shall be resolved exclusively through binding arbitration in Houston, Texas under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
13. Entire Agreement. This Agreement, including and together with the attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
14. Amendments. Service Provider may update these Terms of Service from time to time. The most current version will be posted on Service Provider’s website. Continued use of services or submission of payment constitutes acceptance of any updated terms.
15. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.
16. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
17. Force Majeure. The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.