This agreement between “Client” and Scalifier, Inc. located at 16192 Coastal Highway Lewes, Delaware 19958 USA on the date this form is submitted to act as an independent contractor for the specific project to provide one or more of the following services:
WHEREAS, Scalifier is an independent contractor hired to provide digital marketing and lead generation services on a monthly basis (see scope of work)WHEREAS, Client seeks to utilize Scalifier services to provide digital marketing and lead generation for their business.NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree tothe terms and conditions as follows;
Service Start Date: payment date
Commitment Term: month-to-month
Subscription Type: OPPGEN™️
Subscription Price: $1799/month
Setup Fee (One-Time): $0
Additional Fees: $0/month
Total Monthly Price: $1799
The Client agrees to pay the Total Due upon signing this Service Agreement. Client agrees to and authorizes payment, each month thereafter through “automatic” withdrawal from an account customer maintains in a financial institution through the third-party payment system of Stripe Inc., PayPal, or by check (if pre-approved) delivered to Scalifier by the start of next service month.
Payment for 1st month of service is due prior to the services start date. If Client changes financial institutions, they will provide Scalifier, Inc. in writing all information needed for the replacement of automatic withdrawal at least ten (10) days before the effective date of the change. Client agrees to a contract term of one (1) month and acknowledges that the automatic withdrawals (payments) will continue for that period unless Client terminates service as permitted in this Service Agreement or they convert to another payment option with the consent of Scalifier, Inc. pursuant to a new written contract or addendum.
Client is on a "month-to-month" agreement. This Service Agreement, unless otherwise specied, has a term of one (1) month from the Service Start Date and automatically renews at the end of each term for an additional one (1) month unless client ends service in line with "Cancellation Terms" described in this document. By mutual agreement, one type of service may be converted to another type of service pursuant to a new Scope of Work with Scalifier, Inc.
CUSTOMER RIGHT TO CANCEL: the Client may cancel this Subscription Service Agreement without penalty in accordance with the following:
NOTICE: ANY HOLDER OF THIS CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF.
1.1. Scalifier warrants that: (i) it will perform the Services in conformity in all material respects with the Service Agreement; (ii) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices; (iii) it will comply with all applicable federal, state and local laws, regulations and ordinances, and be duly licensed and otherwise authorized to provide the Services; and (iv) to the best of its knowledge, as of the service start date to You, the Scalifier Services do not infringe upon or misappropriate any Intellectual Property Rights of any third party.
1.2. You agree that we (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions You post in our forums or otherwise provide to us about our Services and Software without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party.
2.1. You acknowledge that information and content accessible through the Scalifier Services may be protected by Intellectual Property Rights of third parties. The Scalifier Services may contain links to websites or resources of others, however we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for Your use of any third party websites and any third party content or information You copy, share, or download while using the Services. We will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us.
2.2. Client will defend, indemnify and hold harmless Scalifier and its officers, directors, employees, members, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from any Claims resulting in Losses to the extent they result from a breach by Client of any of its representations and warranties set forth in this Agreement.
Scalifier and Client are independent contractors and this Agreement will not establish any relationship of partnership, employment, agency, joint venture, or franchise Scalifier and Client. Neither Party will have authority, and will not represent that it has any authority, to bind the other.
4.1. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law rules. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts of Lewes, Delaware. Each Party consents to the exclusive jurisdiction and venue of such courts.
4.2. With Client Approval, Scalifier may refer to Client as a client of Scalifier in general listings of clients that Scalifier may make available on its website or in promotional or marketing materials.
4.3. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired. A Party does not waive any right under this Agreement by failing to insist on compliance with any term or by failing to exercise any right under this Agreement. Waiver of any provision of this Agreement is effective only if it is written and signed by the Party granting the waiver and will not imply a subsequent waiver of that or any other provision of this Agreement.
4.4. EXCEPT FOR A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
4.5. Neither Party will be liable for any delay or default in its performance of any obligation under the Agreement (other than a payment obligation) caused directly or indirectly by , fire, flood, act of God, acts of government, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing or shortage of, labor, materials, supplies, transportation or energy, failures of subcontractors or suppliers, or by war, riot, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever, or any cause or causes beyond such Party’s reasonable control (collectively, “Force Majeure Events”). This provision will in no way impair either Party’s right to terminate this Agreement.
This Services Agreement is entered into on the date signed below between Scalifier, Inc. with a place of business at 16192 Coastal Highway Lewes, Delaware 19958 USA and the Client listed above (“Client”). Scalifier will perform all services at its own facilities. In the event of a conflict between this Service Agreement and the Terms, this Service Agreement will prevail, provided that this Service Agreement species the applicable provisions in the Terms that it intends to modify.
