This Agreement is made between you (“Client”) and California Detective Agency (“CDA”). Client and CDA are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
- Investigative Assignment. CDA shall attempt to perform an investigative assignment for Client (the “Assignment”).
- Compensation by Client. In exchange, Client shall pay CDA a pre-determined flat rate. If additional investigative time is requested by Client or determined to be necessary by CDA, Client agrees to compensate CDA at a variable hourly rate further, starting at $249.00 per hour for each investigator, up to $495.00 per hour for Chief Investigator, plus reasonable expenses incurred, including mileage. Hourly rates are subject to regular increases at a reasonable sum, commensurate with other legal professionals in the Southern California market. Investigators will record time spent on your behalf in 10-minute increments.
- No Guarantee. CDA expressly disclaims any guarantee of the outcome of the Assignment, and Client understands and agrees that no guarantees have been made. Due to the nature of some investigations, CDA may only be able to identify information already known to Client. In some cases, CDA may not be able to identify any information at all. Payment is not contingent or dependent on any specific outcome.
- Confidentiality. Any information obtained by CDA shall remain confidential, and no information obtained will be released without Client’s consent. Client agrees to mutually retain all information as confidential. Unless intended as a public document (e.g., a Declaration), Client shall not provide any information obtained to any other person or entity without the prior written consent of CDA.
- Indemnification of CDA by Client. Client agrees to indemnify and hold CDA harmless from any claims, costs, damages, or liabilities arising from the Assignment or this Agreement, including but not limited to the criminal or civil defense of any case. Should CDA, or any of its agents, be required or requested to respond to any subpoena, or to appear in court or deposition for any reason related to Client, Client agrees to compensate CDA for the time expended, at the current and applicable hourly rate for a minimum of 8 hours, plus travel time. Should CDA determine that it requires its own legal representation in connection with responding or appearing, Client agrees to pay CDA’s reasonable attorneys’ fees and costs.
- No Assignment by Client. Client may not assign, transfer, or sell this Agreement or any right, interest, or obligation of this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of CDA. Any assignment, transfer, or sale made without such required consent will have no effect and be deemed ineffective and invalid as to creating any relationship. An assignment, transfer, or sale of this Agreement by operation of law, as a result of a merger, consolidation, amalgamation, or other transaction or series of transactions requires the prior written consent of CDA.
- Entire Agreement. This Agreement sets forth the entire Agreement between CDA and Client as to the subject matter of the Assignment. No statement, whether written or oral, made before (and no oral statement made during) the initiation of this Agreement will vary or modify these written terms.
- Arbitration. The parties shall submit all disputes relating to this Agreement to arbitration under California Code of Civil Procedure sections 1280-1294.2. California Code of Civil Procedure section 1283.05 is incorporated into and made a part of this Agreement. Either party may enforce the award of the arbitrator under Code of Civil Procedure section 1285. THE PARTIES UNDERSTAND THAT THEY ARE WAIVING THEIR RIGHTS TO A JURY TRIAL AND WAIVING THEIR RIGHTS TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim. The responding party shall have 20 days in which to respond to this demand in a written answer. Within 10 days following the date the response is due, the parties shall select an arbitrator from either the American Arbitration Association or FORUM. If the parties fail to select an arbitrator within the designated period, then, on the request of either party, the arbitration organization chosen shall select that arbitrator. The arbitration shall take place in Orange County, California, at a time and place selected by the arbitrator. Any controversy or claim arbitrated under this section shall be arbitrated by and in accordance with the then existing arbitration rules of the chosen arbitration organization. The arbitrator must apply, and any decision must be consistent with, California substantive law. Before arbitration commences, each party shall pay the arbitrator half of the expected cost of the arbitration. At the conclusion of arbitration, the arbitrator may award the prevailing party some or all of the arbitration costs in addition to attorney fees. Both parties herein retain the right to seek remedies in Small Claims Court for disputes or claims within that court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. For purposes of Small Claims Court only, the sole and exclusive venue for any legal proceeding arising out of this Agreement shall be the Superior Court of the State of California located in the County of Orange, California, and the Parties agree to submit to the jurisdiction of such court.
- Attorneys’ Fees & Collections. In any legal proceeding between the Parties arising from this Agreement, the prevailing Party shall be awarded its reasonable attorneys’ fees and costs. If collections efforts are necessary to enforce the terms of this Agreement, Client shall be responsible for those reasonable collections expenses.
- Amendments & Joint Drafting. CDA may amend any portion of this Agreement by giving Client notice in advance as required by Law or, if there is no applicable Law, CDA will attempt to give Client notice thirty (30) days in advance, when possible. Use of CDA services following the effective date of an amendment is Client’s acceptance of the amendment. If Client disagrees with the amendment, Client must cease using the Service before the effective date of the amendment, although this Agreement shall remain in effect in perpetuity. Client may not amend any portion of this Agreement. The Parties jointly negotiated and drafted this Agreement, and therefore no rule of construction in favor of either Party shall be employed.
- Limit of Liability. CDA expressly disclaims liability for consequential, incidental, or special damages. Neither CDA nor its agents shall be liable for any aggregate amount that is greater than the amount paid by Client or $1,000.00, whichever is less.
- Severability & Governing Law. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement shall be construed and interpreted in accordance with the laws of the State of California.
- Payment, Invoices & Expenses. All payments must be received in advance. Expenses are billed at the actual amount, plus a surcharge of 10%. When CDA agrees to provide services post-paid, unpaid amounts beyond the due date shall accrue interest at 1.5% per month. Past due invoices will additionally incur an administrative fee of $55. CDA may disregard any notation on a Check or other payment containing “paid in full,” “balance,” or other restrictive notation, whether preprinted or handwritten, and treat any such Check or other payment as such notation did not appear thereon. If CDA processes a Check or other payment marked with any restrictive notation, that will not affect CDA’s rights (e.g., to recover the full balance owing).
- Discounts. Discounts will no longer apply if a payment is returned for any reason, including but not limited to credit/debit card chargebacks, stop payments, and returned checks. Discounts will no longer apply once an invoice is past due.
- Heirs & Executors. Client agrees that its heirs, executors, administrators, and successors shall be bound by the same obligations and restrictions defined in this Agreement.
- Communications. All communications to and from CDA are Confidential, under Item 4, above. When communicating with CDA or its agents, we may record and retain your telephone conversations, text messages, emails, and any other form of communication. Recordings are made primarily to ensure consistent service levels, confirm instructions given, and identify the material terms of the transactions between us. Recordings may be made for any other purpose at the sole discretion of CDA. Client hereby agrees to the recording, provides their express consent for recording, and waives any notification requirement at the time of each communication. Client expressly consents to receive text messages and calls, even if the destination phone number is on a corporate, state, or national Do Not Call Registry.
- Lien. To secure payment of all fees owed by Client to CDA, Client hereby gives an irrevocable lien to CDA against all proceeds and benefits related to the Assignment, whether by settlement, judgment, or otherwise. This lien shall have priority over any subsequent lien or assignment of Client’s interest. Although a lien has been given, Client agrees they remain responsible for payment, whether any proceeds or benefits are derived from Assignment.
- Charges, No Refunds or Cancellation. Client authorizes CDA to charge any credit card provided for the charges stated in this Agreement. There are no credits or refunds of any payments. At the time Client provides CDA an Assignment, the flat rate listed above is non-refundable and this Agreement is non-cancellable. Any subsequent charges are also non-refundable. Client agrees they cannot terminate the Agreement.