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GAIACA’s Terms & Fees
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<br />Terms and Conditions
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<br />The following terms and conditions apply to all materials sold and services provided by Narc
<br />Destroyer, LLC (“Contractor”) to the Client named on the face sheet of this Agreement and are applicable to
<br />any subsidiary and/or affiliate of Client that Contractor sells materials to or provides services on
<br />such Client’s behalf.
<br />1. Entire and Sole Agreement: These terms and conditions, along with any terms contained on the
<br />face sheet of this Agreement, shall constitute the entire and sole agreement (“Agreement”) between
<br />Contractor and Client as to the goods sold and/or services provided, and shall supersede all prior oral or
<br />written agreements by and between Contractor and Client. These terms and conditions may not be modified,
<br />altered or canceled without the express written agreement signed by both Contractor and Client. In the case
<br />of any inconsistency between these terms and conditions and any other terms, conditions, or provisions,
<br />then the terms and conditions set forth herein shall expressly control. Client expressly waives all provisions
<br />contained in any correspondence or forms involved in this transaction which negate, limit, extend or conflict
<br />with the terms and conditions stated herein. Client agrees that it has not been induced to enter into this
<br />Agreement by any oral or written representation, guaranty or warranty made by Contractor, its employees,
<br />agents or representatives other than as expressly set forth herein or on the face sheet hereof. If any portion of
<br />this Agreement is deemed to be illegal or unenforceable by a court of law, then the validity of the remaining
<br />portions or provision shall not be affected and shall remain in full force and effect. Notwithstanding the
<br />preceding sentence, if Contractor in its sole discretion determines that the absence of the eliminated
<br />provision is contrary to the original intention of the parties, then Contractor shall have the right to terminate
<br />this Agreement.
<br />2. Governing Law: The validity, performance, and construction of this Agreement shall be governed in
<br />accordance with the laws of the State of California. The parties agree that should any claim be made by and
<br />against the parties hereto which seeks to recover a sum less than $25,000.00, then that claim shall be
<br />decided exclusively through the processes of the American Arbitration Association (“AAA”), and any such AAA
<br />hearing shall be conducted in Monterey County, CA. Should any claim be made by and against the parties
<br />hereto, which seeks to recover a sum in excess of $25,000.00, the parties agree to the exclusive jurisdiction
<br />and venue to resolve such claim in the courts located in Monterey County, CA.
<br />3. Independent Contractor: Contractor shall be an independent contractor and shall determine the
<br />method, details, and needs for performing the job(s) covered by this Agreement. Contractor is not now, nor
<br />shall it ever become, an employee, partner, agent, or principal of Client while this Agreement is in effect.
<br />Contractor is not entitled to the rights or benefits afforded to the Client’s employees. Contractor’s review or
<br />supervision of work prepared or performed by other individuals or entities retained by others shall not relieve
<br />such individuals or entities of complete and sole responsibility for the adequacy of their work, for which such
<br />other individual and/or entity shall remain completely liable to Client and Contractor.
<br />4. Changes: The Client, without invalidating this Agreement, may request changes within the general
<br />scope of the services required by the initial contract between it and Contractor. Any change proposed by
<br />Client shall not become effective unless and until Contractor consents, in writing, to such change in
<br />accordance with Paragraph 1, above. Should any change result in additional cost and/or increase the time of
<br />Contractor to perform said services, then Client agrees to compensate Contractor for such additional cost
<br />and time, including, without limitation, any overhead and profit margin associated with such cost and time as
<br />solely determined by Contractor.
<br />5. Termination:
<br />a. By Contractor: Contractor may immediately terminate this agreement in the event of
<br />Client’s breach or threatened breach of any term or provision of this Agreement, including but not limited to
<br />failure to pay on a timely basis, or if Client becomes insolvent, the subject of an order for relief in bankruptcy,
<br />Docusign Envelope ID: 94AAA4D7-C840-881C-82FA-B9936480AF35
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