Definition
This Contract, is entered into and made effective as of the date of signing (the “Effective Date”), by and between you, the client (“Customer”), and Intelli Bros LLC, located at 30 N Gould St, #46165, Sheridan, WY, 82801, United States (“Scale PPC”).
Whereas:
Customer has a need for services; and
Scale PPC has an interest in performing such services for Customer; and
The parties wish to set forth the terms and conditions upon which such services will be provided to Customer;
Now therefore, in consideration of the foregoing, and the mutual promises herein contained, the parties hereby agree as follows:
Description of Services
Online marketing services
Payment Terms and Schedule
Payment must be made within 14 days of the invoice date, less we have made another arrangement with you.
Contract length
Contract is 1 month by default and gets extended automatically unless parties agree to end the contract early.
Cancellation of contract
To end the contract early, notice needs to be given 1 calendar week prior to the end of service. This counts for both parties.
Terms and Conditions
This contract is governed by the terms and conditions provided here
Contract Terms and Conditions
1. Intellectual Property Rights
Retained rights:
Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre Existing Intellectual Property to the other party, subject to any licenses granted herein.
Pre existing intellectual property:
Scale PPC will not use any Freelancer or third party Pre‐Existing Intellectual Property in connection with this Contract unless Scale PPC has the right to use it for Customer’s benefit. If Scale PPC is not the owner of such Pre Existing Intellectual Property, Scale PPC will obtain from the owner any rights as are necessary to enable Scale PPC to comply with this Contract.
Scale PPC grants Customer a non exclusive, royalty free, worldwide, perpetual and irrevocable license in Scale PPC and third party Pre Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.
Scale PPC will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless;
a. Scale PPC clearly identifies the specific elements of the Deliverable to contain third party materials.
b. Scale PPC identifies the corresponding third-party licenses and any restrictions on use thereof.
c. Approval is given by Customer in writing.
2. Confidentiality
Confidential information
For purposes of this Contract, "Confidential Information" shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Scale PPC.
Confidential Information does not include:
a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information.
b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade.
c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure.
(e) information the Receiving Party develops independent of any information originating from the Disclosing Party.
Customer confidential information
The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.
Scale PPC will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
Non-Disclosure
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose confidential Information to any person or entity.
Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
Right to discloseWith respect to any information, knowledge, or data disclosed to Customer by Scale PPC, Scale PPC warrants that it has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit.
Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Scale PPC must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.
3. Conflict of Interest
Scale PPC represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Scale PPC is bound. Scale PPC shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for Scale PPC or which is detrimental to Customer’s business interests.
4. Termination
Rights to Terminate
A. Customer may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon 7 days prior written notice to Scale PPC.
B. Scale PPC may terminate this Contract upon 7 days prior written notice provided there are no open projects at the time notice is given.
C. Customer may terminate this Contract and/or any open projects immediately for cause if the Scale PPC fails to perform any of its obligations under this Contract or if Scale PPC breaches any of the warranties provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within ten (10) calendar days (unless extended by Customer) following notice by Customer. Customer shall be entitled to seek and obtain all remedies available to it in law or in equity.
D. Upon termination of any project or work given Scale PPC hereunder, Scale PPC will immediately provide Customer with any and all work in progress or completed prior to the termination date. As Customer’s sole obligation to Scale PPC resulting from such termination, Customer will pay Scale PPC an equitable amount as determined by Customer for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.
E. Upon termination or expiration of this Contract or a project performed by Scale PPC hereunder, whichever occurs first, Scale PPC shall promptly return to Customer all materials and or tools provided by Customer under this Contract and all Confidential Information provided by Customer to Scale PPC.
F. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.
5. Warranties
Scale PPC warrants that:
a. the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,
b. it will perform the Services hereunder in a professional and workmanlike manner,
c. the Deliverables Scale PPC provides to Customer are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties,
d. it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,
e. it will comply with all applicable federal and other jurisdictional laws in performing the Services,
f. it has all rights to enter into this Contract and there are no impediments to Scale PPC’s execution of this Contract or Scale PPC’s performance of Services hereunder.
6. Limitation of Liability
Except as set forth in this section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor for loss of data, profits or revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.
Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to the contractor’s obligation under the indemnification or confidential information sections of this agreement or either party’s liability to the other for personal injury, death, or physical damage to property claims.
7. Inspection and Acceptance
Non-conforming services and deliverables
If any of the Services performed or Deliverables delivered do not conform to specified requirements, Customer may require Scale PPC to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Scale PPC’s sole cost and expense.
When the defects in Services and/or Deliverables cannot be corrected by re-performance, Customer may: (a) require Scale PPC to take necessary action, at Scale PPC’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Scale PPC and accepted by Customer.
If Scale PPC fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Customer to be sufficient to ensure future performance of the project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the services or subcontract to another Freelancer to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Freelancer and/or (b) terminate the project and/or this Contract for default.
8. Miscellaneous
Assignment
Scale PPC shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.
Governing law
• Wyoming state law applies to our Agreements.
• Before we go to court, we as Parties will do everything we can to reach an agreement.
Independent contractor
Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Scale PPC and Customer. Customer and Scale PPC agree that Scale PPC is, and at all times during this Contract shall remain, an independent service provider.
Force majeure
Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.
In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Scale PPC and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Scale PPC.
Entire contract
This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.