These Terms and Conditions govern any service agreement (“Agreed Proposal”) entered into between paying any client (“the Company”) and Lake Brothers Corporation doing business as Rebyc Strategies (“the Service Provider”).

  1. Independent Service Provider Subject to the terms and conditions of this document, the Company hereby engages the Service Provider as an independent Service Provider to perform the services set forth in the Agreed Proposal, and the Service Provider accepts such engagement by duly agreeing so in writing.
  2. Duties, Term, and Compensation The Service Provider’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the Agreed Proposal, which may be amended in writing from time to time, or supplemented with subsequent fees for services to be rendered in the future by the Service Provider and agreed in advance by the Company. The Service Provider further warrants that all code and programming components once delivered are not under commercial license by 3rd parties and will immediately become 100% the property of the Company.
  3. Confidentiality The Service Provider acknowledges that during the engagement it will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Service Provider agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of the Agreed Proposal or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company and provided by the Company, shall remain the exclusive property of the Company.  The Service Provider shall not retain any copies of the foregoing without the Company’s prior written permission.  Upon the expiration or earlier termination of the Agreed Proposal, or whenever requested by the Company, the Service Provider shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in its possession or under its control.
  4. Indemnification The Company and Service Provider shall indemnify and hold harmless each other, their owners, managers and employees from and against all claims including legal fees and damages that they may suffer from or incur and that arise or result primarily from (i) business operations, including the collection of data available online by third parties for use in either party’s work (ii) either party’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the either party’s breach of any of its obligations, agreements, or duties under the Agreed Proposal; (iv) the adherence to third party terms of use for data and data sources to be utilized in software being provided by either party to the other
  1. Termination The Company and Service Provider may terminate the Agreed Proposal at any time by 10 working days’ written notice to the other party. In addition, if the Service Provider fails or refuses to comply with the written policies or reasonable directive of the Company, fails in connection with performance hereunder, or materially breaches provisions of the Agreed Proposal, the Company at any time may terminate the engagement of the Service Provider immediately and without prior written notice to the Service Provider. Should the Service Provider terminate this agreement, or fail to provide the services outlined, damages and recourse shall be limited to the payments for the services that have been rendered up until notice is provided. In such an event the Service Provider agrees to handover all elements developed up to that point and commit to a level of cooperation consistent with a reasonable good faith effort.  Company agrees that should the Service Provider agree to refund a portion, or all, of the fees paid, this shall be acknowledged as remedy in full and no further action may be brought against Service Provider.
  2. Independence of Service Provider This Agreement shall not render the Service Provider a representative, subsidiary, partner, agent of, or joint venture with the Company for any purpose. The Service Provider will make no claim to nor be responsible for the business activity, liability or proceeds generated on by or through any website or other application of the Company. The Service Provider is and will remain an independent entity in its relationship to the Company.
  3. Successors and Assigns All of the provisions of the Agreed Proposal shall be binding upon and inure to the benefit of the parties hereto and their respective.
  4. Choice of Law The laws of Miami-Dade County in the State of Florida in the US shall govern the validity of these Terms and Conditions and the Agreed Proposal, the construction of their terms and the interpretation of the rights and duties of the parties hereto.
  5. Arbitration Any controversies arising out of these Terms and Conditions and the Agreed Proposal or its interpretation shall be settled in Miami-Dade County in the State of Florida in the US in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
  6. Headings Section headings are not to be considered a part of these Terms and Conditions and are not intended to be a full and accurate description of the contents hereof.
  7. Waiver Waiver by one party hereto of breach of any provision of these Terms and Conditions by the other shall not operate or be construed as a continuing waiver.
  8. Assignment The Service Provider shall not assign any of its rights under these Terms and Conditions, or delegate the performance of any of its duties hereunder, without the prior written consent of the Company.
  9. Modification or Amendment No amendment, change or modification of these Terms and Conditions shall be valid unless in writing signed by the parties hereto.
  10. Entire Understanding These Terms and Conditions and the Agreed Proposal constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
  11. Unenforceability of Provisions If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remaining contents of this document shall nevertheless remain in full force and effect.