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Birds Eye Alternative, LLC

Website Terms & Conditions

Site Title

BIRDS EYE ALTERNATIVE, LLC

WEBSITE TERMS AND CONDITIONS

 

Please read these Terms and Conditions carefully before using this website.  These Terms and Conditions of service constitute a legally binding contract and shall apply to services provided by Birds Eye Alternative, LLC. Birds Eye Alternative, LLC limits its liability. The most current and controlling version of the applicable Terms and Conditions are published at www.birdseyealternative.com.

 

PRIVACY POLICY AND WEBSITE TERMS AND CONDITIONS

 

By using the website, the user agrees to the terms and conditions listed under this Privacy Policy and Website Terms and Conditions, Birds Eye Alternative, LLC reserves the right to modify this policy in whole or in part at any time without prior notice to the user. Users should periodically review the privacy policy to stay up-to-date with any modifications to these policies. Your continued use of the site after modifications have been made constitutes your acceptance of the modifications.

This privacy statement provides information about the personal information that Birds Eye Alternative, LLC collects, and the ways in which Birds Eye Alternative, LLC uses that information. 

 

Information Collection, Use, and Sharing

Birds Eye Alternative, LLC is the sole owner of the information collected on this site. Birds Eye Alternative, LLC only has access to and collects information you voluntarily give Birds Eye Alternative, LLC via email or other direct contact from you. We will not sell or lease this information to anyone.  Birds Eye Alternative, LLC may collect information about your use of this website, information that you provide for the purchase of subscribing to the website services (including details you provided in any form such as the contact us page) and any other information that you send to Birds Eye Alternative, LLC. 

 

We will use your information to respond to you regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. to arrange transport, or as otherwise described herein.  Birds Eye Alternative, LLC may disclose private information in the course of defending any legal action against Birds Eye Alternative, LLC, or initiating legal action against any party whom Birds Eye Alternative, LLC reasonably believes may be causing injury to Birds Eye Alternative, LLC property, rights, customers or other users of the site. Birds Eye Alternative, LLC may disclose private information in good faith anytime the company believes that disclosure is necessary or advisable to meet the requirements of any applicable laws.

Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, statements and invoices, or changes to this privacy policy. 

 

Your Access to and Control Over Information

You may opt out of any future contacts from us at any time by contacting us via the email address or phone number given on our website.

 

Cookies

This website may use cookies.  A cookie is a small text file given to a web browser by a web server. The browser stores the message in a text file called cookie.txt. The message is then sent back to the server each time the browser requests a page from the server. The main purpose of cookies is to identify users and possibly prepare customized web pages for them. Birds Eye Alternative, LLC may disclose your personal information to the extent that it is required to do so by law, in connection with any legal proceedings or prospective legal proceedings, and in order to establish, exercise or defend its legal rights.  

 

Security

We take precautions to protect your information. When you submit sensitive information via the website, reasonable your information is protected both online and offline.

We also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information.

 

Updates

Birds Eye Alternative, LLC may update this Privacy Policy and Website Terms and Conditions by posting a new version on this website.  You should check this page occasionally to ensure you are familiar with any changes. 

 

Other Websites

This website contains links to other websites.  Birds Eye Alternative, LLC is not responsible for the privacy policies or practices of any third party. 

Our Privacy Policy and Website Terms and Conditions may change from time to time and all updates will be posted on this page.

If you have any questions about this Privacy Policy or other Terms and Conditions stated herein, please contact at the email address or phone number given on our website.

 

Copyright

This website is proprietary to Birds Eye Alternative, LLC and is protected by all other intellectual property laws. All content on this website, such as text, graphics, logos, icons, images, audio/video clips and software, is the property of either Birds Eye Alternative, LLC or its content suppliers. Except as expressly provided, nothing contained herein shall be construed as conferring any license or right under copyright or other intellectual property rights of Birds Eye Alternative, LLC.  This contains material protected by copyright laws which may not be reproduced in any form without advanced written consent of an authorized officer of Birds Eye Alternative, LLC.  All rights reserved.

 

Governing Law

The applicable law governing the content and use of this site and any disputes arising from the use of this site is Illinois state law and all disputes will be subject to the exclusive jurisdiction of the courts in Chicago, Illinois, United States of America.

BIRDS EYE ALTERNATIVE, LLC

TERMS AND CONDITIONS FOR SERVICES

 

Thank you for choosing Birds Eye Alternative, LLC. Please read our Terms & Conditions, which describes your relationship with our company.

 

  1. Introduction.  Unless otherwise agreed in writing, these general terms and conditions for services (the “Terms and Conditions for Services”) are applicable to the services (the “Services”) that will be delivered by Birds Eye Alternative, LLC (“Birds Eye”) to its clients or customers (the “Customer”) as further described in the services agreement in place with the Customer (the “Services Agreement”).  These Terms and Conditions for Services and the Services Agreement signed by Birds Eye and the Customer form the basis of the Contract (the “Contract”) between the parties.

 

  1. Conflicts between Terms and Conditions for Services and the Services Agreement. Should there be any conflicts, uncertainties, or contradictions between the Services Agreement and the Terms and Conditions for Services, the terms of the Services Agreement shall prevail.

 

  1. Amendment to the Terms and Conditions for Services.  Any amendment to the Terms and Conditions for Services shall be expressed in writing and shall be signed by Birds Eye and by the Customer. However, Birds Eye has the ability to amend the Terms and Conditions for Services under the condition that the Customer is informed at least thirty (30) days in advance of the amendment.  The amended Terms and Conditions for Services will be applicable to the existing Services Agreement unless the Customer provides notice, in writing and within 30 days of the date of receipt of the amended Terms and Conditions for Services, that the Customer objects with the amendment.

 

  1.  Description of the Services.  The Customer hereby retains Birds Eye for the rendering of the services listed in the Services Agreement (the “Services”). The nature of the Services, their characteristics, and timing are specified in the Services Agreement.

 

  1. Compensation for the Services. 

 

  1. Fees.  A fees estimate is indicated in the Services Agreement, as well as the basis of fees computation.  Unless otherwise agreed in the Services Agreement, the fees estimate is expressed exclusive of any tax, and does not include travel and other reasonable expenses incurred in connection with the provision of the Services. 

 

  1. Payment Terms.  Birds Eye will issue invoices on a monthly basis.  Payment terms for the Services shall be net thirty (30) days from the date of each invoice. Birds Eye reserves the right to charge interest on any unpaid sums if it does not receive payment when due, at the rate of: (i) five percent (5%) per month, or (ii) the maximum interest rate permitted under applicable law, whichever is greater.

 

  1. Effect of Non-Payment by Customer.  In the event any invoice submitted by Birds Eye for Services is not paid within 60 days from the date of the invoice, Birds Eye shall have the right to cease or suspend all performance required under the Services Agreement, after providing the Customer 10 days’ advance written notice and an opportunity to cure such non-payment.  Notwithstanding anything in the Services Agreement to the contrary, such cessation or suspension of Services by Birds Eye shall not be deemed a breach of the Services Agreement by Birds Eye.  Any decision by Birds Eye not to cease or suspend performance under this paragraph if Customer has not paid any invoice within 60 day shall not constitute a waiver of its right to elect to suspend performance under this paragraph at any point in the future so long as such invoice remains unpaid by Customer.  If Birds Eye suspends performance under this paragraph, Birds Eye shall not be liable to the Customer for, and the Customer agrees to indemnify and hold Birds Eye harmless against, any adverse consequences, claims, liabilities or expenses which may arise due to Birds Eye’s exercise of its rights under this paragraph.

 

  1. Amendments.  Birds Eye reserves the right to amend the fee computation method indicated in the Services Agreement, under the condition that notice is sent to the Customer at least thirty (30) days before the new method becomes applicable. In the event the Customer rejects the new fee computation method, Birds Eye shall invoice the fees as per the fee computation method previously accepted by the Customer. The refusal of the Customer shall be expressed in writing and within thirty (30) days from the date of the pre-notice.

 

 

  1. Term and Termination.

 

  1. Term.  The term of the Services Agreement shall begin and end on the dates specified in the Services Agreement, unless extended or terminated earlier in accordance with the terms of these Terms and Conditions for Services or the Services Agreement.

 

  1. Termination Rights.  The Services Agreement may be terminated at any time by either party upon 30 days’ written notice, subject to the terms of Section 6(c) below.

 

  1. Rights Upon Termination.  Upon any termination of the Services by Customer pursuant to Section 6(b) above, Customer shall pay Birds Eye all amounts due for Services rendered through to the effective date of any such termination, plus an amount equal to the net profits that Birds Eye reasonably expected to receive during the remainder of the then-current term of the Services Agreement, the payment of which combined sum shall be due and payable within sixty (60) days from the effective date of any such termination.  Any amounts due under the Services Agreement which are not paid when due shall bear interest as set forth in Section 5(b) above.

 

 

  1. Ownership of Services. 

 

  1. Ownership.  In consideration of Customer’s full and complete payment under the Services Agreement, Birds Eye acknowledges and agrees that the Services produced for the Customer in film, electronic, print, or any other format and all copyrights and other intellectual property rights related thereto shall be the exclusive property of the Customer under the Services Agreement and Birds Eye hereby expressly assigns all rights and title in and to the Services to the Customer to the fullest extent allowable under applicable law; provided however, that this assignment shall not apply to or transfer ownership or other rights in or to Birds Eye’s pre-existing intellectual property such as copyrights, trademarks, service marks, patents, or inventions, its standard means or methodologies in creating or delivering Services or that Birds Eye otherwise develops independent of the Services Agreement. 

 

  1. Right to Display; Authorship. Customer agrees that Birds Eye may use all work product(s) in its own portfolio (including, but not limited to, any website that displays Birds Eye’s works) and promotional efforts in order to seek out new clientele.  Customer and Birds Eye agree that when asked, Customer must properly identify Birds Eye as the creator of such work.

 

  1. Birds Eye’s Performance of the Services.  Birds Eye shall perform all Services hereunder in compliance with all applicable federal, state and local laws, regulations and rules. 

 

  1. Responsibilities of Customer.  Notwithstanding anything in the Services Agreement or the Terms and Conditions for Services to the contrary or that could be interpreted in a contrary manner, Customer shall ensure Customer is in compliance with applicable federal, state and local laws.  Customer agrees to cooperate with Birds Eye in order to provide the required assistance that will allow Birds Eye to deliver the Services in due time.  Any information disclosed to Birds Eye is or will be true, accurate, complete, and not misleading in any material respect.

 

  1. Assumptions. These Terms and Conditions for Services assume the use of Customer supplied data and information. Any extensive primary research outside of the scope of the project outlined in the Services Agreement that is required independent of the Customer will be estimated and invoiced separately. The Services Agreement assumes the use of (1) Customer-supplied imagery or (2) Birds Eye produced imagery. Any stock photography or video will be estimated and invoiced separately.  This Services Agreement assumes a maximum of two (2) rounds of revisions to all deliverables, including but not limited to: photography and video.  

 

 

  1. Limitation of Liability to Customer. Notwithstanding any other provision of the Services Agreement or these Terms and Conditions for Services, in no event shall Birds Eye be liable to Customer for Customer’s lost profits, or special, incidental, punitive or consequential damages (even if Birds Eye has been advised of the possibility of such damages).  Furthermore, in no event shall Birds Eye’s liability to Customer under any circumstances exceed the aggregate amount of compensation actually received by Birds Eye from Customer under the Services Agreement.

 

  1. Disclaimer of Warranties.  EXCEPT AS EXPRESSLY STATED IN THE SERVICES AGREEMENT OR THESE TERMS AND CONDITIONS FOR SERVICES, BIRDS EYE IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES TO CUSTOMER, AND BIRDS EYE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO ANY OF THE SERVICES PROVIDED BY BIRDS EYE PURSUANT TO THE SERVICES AGREEMENT AND THESE TERMS AND CONDITIONS FOR SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

  1. Indemnification of Birds Eye.  Customer shall indemnify, defend and hold Birds Eye harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Birds Eye incurs as a result of having performed the Services on behalf of Customer.

 

  1. Independent Consultant; No Agency.  The Parties agree that at all times during the term of the Services Agreement, Birds Eye shall continue to be an independent consultant, and is not authorized as, nor shall be deemed to be an agent, partner, joint venture, or representative of Customer.  Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Customer shall not have the exclusive right to retain Birds Eye for the performance of Services, and Birds Eye shall retain the right to perform Services for others during the term of the Services Agreement.

 

  1. Severability. If any provision of the Services Agreement and these Terms and Conditions for Services is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Services Agreement and these Terms and Conditions for Services will remain in full force and effect. Any provision of the Services Agreement and these Terms and Conditions for Services held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

  1. Force Majeure.  Either party may be excused from any performance required herein if such performance is rendered impossible or unfeasible due to any catastrophe or other major event beyond its reasonable control, including, without limitation, war, riot, and insurrection; laws, proclamations, edicts, ordinances, or regulations; strikes, lockouts, or other serious labor disputes; and floods, fires, explosions, or other natural disasters. When such events have abated, the non-performing party’s obligations hereunder shall resume.

 

  1. Governing Law.  The Services Agreement and these Terms and Conditions for Services shall be governed by, construed, interpreted and applied in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules that would refer the matter to the laws of another jurisdiction.

 

  1. Waiver of Right to Jury Trial.        EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICES AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

 

  1. Jurisdiction; Service of Process. Any proceeding arising out of or relating to the Services Agreement and these Terms and Conditions for Services may be brought in the courts of the Circuit Court of Lake County, Illinois, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Illinois, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to the Services Agreement in any other court.

 

  1. Attorneys’ Fees. In the event of any dispute between the Parties arising from the Services Agreement and these Terms and Conditions for Services, and Birds Eye is the prevailing party in such dispute, then Customer shall immediately pay over to Birds Eye all costs incurred by Birds Eye in connection with such dispute, including reasonable attorneys’ fees.

 

  1. Waivers and Amendments. Unless otherwise stated in the Services Agreement, the Services Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Birds Eye and the Customer or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

  1. Assignments; Successors; No Third-Party Rights. Neither party may assign any of its rights under the Services Agreement and these Terms and Conditions for Services without the prior written consent of the other party. Subject to the preceding sentence, the Services Agreement and these Terms and Conditions for Services will apply to, be binding in all respects on, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in the Services Agreement and these Terms and Conditions for Services will be construed to give any person other than the Parties any legal or equitable right, remedy, or claim under or with respect to the Services Agreement, these Terms and Conditions for Services, or any provision therein. The Services Agreement, these Terms and Conditions for Services, and all of their provisions and conditions are for the sole and exclusive benefit of the parties to the Services Agreement and their successors and permitted assigns.

Terms and Conditions for Services