Little Castles Co Terms and Conditions

1.              Applicability.  

(a)             These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Little Castles Co ("Little Castles") to you ("Customer"), as identified on the booking.

(b)             The accompanying booking (the "Order Confirmation" or “Booking”) and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern.

(c)             These Terms prevail over any of Customer's general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

2.              Services. Little Castles shall provide the services to Customer as described in the Order Confirmation (the "Services") in accordance with these Terms.

3.              Performance Dates. Little Castles shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.

4.              Customer's Obligations. Customer shall:

(a)             cooperate with Little Castles in all matters relating to the Services and provide such access to Customer's premises and other facilities as may reasonably be requested by Little Castles, for the purposes of performing the Services;

(b)             respond promptly to any Little Castles request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Little Castles to perform Services in accordance with the requirements of this Agreement;

(c)             provide such Customer materials or information as Little Castles may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects;

(d)             obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start;

(e)             reimburse the Little Castles for all costs, fees, and all other expenses and charges associated with the damages to Little Castles’ inflatables (currently at $4,000), equipment, and assets (the “Assets”) and return the damaged assets even after full reimbursement; and

(f)               ensure that all precautions are taken to avoid injuries during the Services and to the Assets.

5.              Customer's Acts or Omissions. If Little Castles performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Little Castles shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

6.              Change Orders.  

(a)             If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Little Castles shall, within a reasonable time after such request, provide a written estimate to Customer of:

(i)               the likely time required to implement the change;

(ii)              any necessary variations to the fees and other charges for the Services arising from the change;

(iii)             the likely effect of the change on the Services; and

(iv)            any other impact the change might have on the performance of this Agreement.

(b)             Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 23.

(c)             Notwithstanding Section 6(a) and Section 6(b), Little Castles may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.

(d)             Little Castles may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.

7.              Fees and Expenses; Payment Terms; Interest on Late Payments.  

(a)             In consideration of the provision of the Services by Little Castles and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation.

(b)             A $150 refundable deposit is required at booking with f

(c)             Customer shall pay all invoiced amounts due to Little Castles at the time of the order using the Little Castles’ then acceptable method of payment.

(d)             In the event payments are not received by Little Castles  after becoming due, Little Castles may:

(i)               charge interest on any such unpaid amounts at a rate of 1.5 per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and

(ii)              suspend performance for all Services until payment has been made in full.

8.              Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

9.              Representation and Warranty.  

(a)             Little Castles represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(b)             The Little Castles shall not be liable for a breach of the warranty set forth in Section 9(a) unless Customer gives written notice of the defective Services, reasonably described, to Little Castles within three days of the time when Customer discovers or ought to have discovered that the Services were defective.

(c)             Subject to Section 9(b), Little Castles shall, in its sole discretion, credit or refund the price of such Services at the pro rata contract rate.

(d)             THE REMEDIES SET FORTH IN SECTION 9(c) SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND LITTLE CASTLES'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(a).

10.           Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(a) ABOVE, LITTLE CASTLES MAKES NO WARRANTY WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

11.           Limitation of Liability.  

(a)             IN NO EVENT SHALL LITTLE CASTLES BE LIABLE TO CUSTOMER 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 DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LITTLE CASTLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)             IN NO EVENT SHALL LITTLE CASTLES'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LITTLE CASTLES PURSUANT TO THE APPLICABLE ORDER CONFIRMATION PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.           Termination. In addition to any remedies that may be provided under this Agreement, Little Castles may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:

(a)             fails to pay any amount when due under this Agreement;

(b)             has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or

(c)             becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

13.            Waiver. No waiver by Little Castles of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Little Castles. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.           Indemnification. Customer shall indemnify, defend, and hold harmless Little Castles and its officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and costs, the costs of enforcing any right to indemnification under this Agreement, and any claim of a third party or the Customer arising out of or occurring in connection with the Services. The Customer shall not enter into any settlement without Little Castles’ or Indemnified Party's prior written consent.

15.            Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Little Castles hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including pandemics such as COVID-19, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of seven days following written notice given by it under this Section 20, the other party may thereafter terminate this Agreement upon three days' written notice.

16.           Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Little Castles. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

17.           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.

18.           No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

19.           Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California.

20.           Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Sacramento, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

21.           Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22.           Severability. If any term or provision of this Agreement is 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.

23.           Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction, and Survival.

24.           Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement.