Service Agreement
This Services Agreement (the “Agreement”), effective as of the day of subscription (the “Effective Date”), between [OSUM] (“Company”) and the Client (the “Client”, collectively with the Company, the “Parties” and each a “Party”),
THE SERVICES
Services. The Company shall provide to the Client the services (the "Services") as set forth in Schedule "A".
REPRESENTATIONS AND WARRANTIES
Company Representations. The Company represents and warrants that (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, licenses, and qualifications; and (c) in a timely, workmanlike, and professional manner. Nothing in this Agreement shall prevent the Company from providing the same or similar services to other customers (subject to the confidentiality and intellectual property obligations set forth below).
Client Representations. The Client represents and warrants that (a) the use of the Services by the Client and its directors, officers, employees, contractors, representatives and other agents will be consistent with this Agreement and comply with any applicable laws; (b) it has the right and capacity to enter into this Agreement, perform its obligations and allow the Company to provide the Services; (c) it will provide access to its software and personnel as may reasonably be required by the Company for the purposes of performing the Services; and (d) respond promptly to any Company request for information or approvals (where required) to perform the Services.
FEES AND PAYMENT TERMS
Fees. The Client shall: pay the Company the fees as set out in Schedule "A" (the "Fees") as consideration for the Company’s performance of the Services.
Expenses. The Company shall obtain the Client's written consent prior to incurring any expenses. Upon receiving written consent, the Company shall be reimbursed for any reasonable expenses incurred in the performance of the Services.
Invoicing. The Company shall issue invoices to the Client monthly in arrears for its Fees for the upcoming month. Upon receipt, the Client shall pay all properly invoiced amounts due to the Company.
Taxes. The Client shall be responsible for all state, federal, local sales, goods and services, value added, use, excise, other similar taxes, duties and charges of any kind imposed by any regulatory or tax authorities on the provision of Services hereunder. The Client shall pay to the Company such taxes, duties and charges, which the Company is registered to charge and collect.
INTELLECTUAL PROPERTY
Client Ownership of the Deliverables. Except as set for in Section 4.2, all intellectual property rights in any work product and other materials created under the Services that are delivered to the Client under this agreement (the "Deliverables") shall be owned exclusively by the Client. The Company hereby assigns and shall cause its personnel to assign to the Client all rights, title and interest in the Deliverables to the Client.
Pre-Existing Works. The Deliverables may incorporate software and other technologies developed or acquired by the Company prior to this Agreement ("Pre-Existing Works") as well open-source software licensed to the Company ("Third-Party Materials"). The Company shall retain all intellectual property rights in the Pre-Existing Works and Third-Party Materials. The Company hereby grants to the Client an irrevocable, perpetual, transferrable, non-exclusive license to use, reproduce, distribute and modify any Pre-Existing Works and Third-Party Materials to the extent incorporated in or otherwise necessary for the use of the Deliverables. The Company reserves all rights not expressly granted to the Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client any rights, title, or interest in the Pre-Existing Works or Third-Party Materials.
CONFIDENTIAL INFORMATION
Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Client's Confidential Information includes its software, trade secrets and any information about its business disclosed to the Company during the Term (as defined below); the Company's Confidential Information includes the terms of this Agreement and any trade secrets, software, documentation or information about the Company's business disclosed to the Client. The Receiving Party shall use Confidential Information solely for using in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing party in Writing. Upon the termination of this Agreement the Receiving Party shall promptly return or destroy any of the Disclosing's Party's Confidential Information or copies of it. Each Party's obligations under this Section will survive termination or expiration of this Agreement for a period of five (5) years.
Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Article 5.
DISCLAIMER AND LIMITATION OF LIABILITY
Disclaimer of Warranties. EXCEPT AS SET OUT IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED TO THE CLIENT ON AN "AS IS" BASIS, WITHOUT WARRANTIES FROM THE COMPANY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
Limitation of Liability. Except as otherwise specifically provided for under this Agreement, the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including legal fees) arising out of or resulting from this Agreement shall not exceed the Fees paid or payable by the Client to the Company under this Agreement in the three (3) months preceding the claim.
Exclusion of Liability. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, special or consequential damages, (ii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law, arising out of or in any way related to this Agreement or the Services, even if advised of the possibility thereof.
INDEMNIFICATION
Mutual Indemnification. Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns ("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 reasonable legal fees and costs, incurred by Indemnified Party (collectively, "Losses"), resulting from any third-party claim relating to or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Indemnifying Party's wilful, fraudulent or grossly negligent acts or omissions; or (b) Indemnifying Party's negligence, wilful misconduct, or breach of this Agreement, including but not limited to breach of any representation or warranty made by the Indemnifying Party in this Agreement.
Intellectual Property Indemnification. The Company agrees to defend, indemnify and hold the Client, its users, directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability, including all reasonable legal costs, that the Client may incur as a result of or in connection with any valid claim that the Services, Deliverables or any portion of either infringes the intellectual property rights of any third-party, provide however, the Company shall have no obligations under this Section with respect to claims arising from; (a) any instruction, information, designs, specifications, or other materials provided by the Client to the Company whether orally or written; (b) the Client's use of the Deliverables in combination with any materials or equipment not supplied to the Client or specified by the Company in writing; or (c) any modifications or changes made to the Deliverables other than by the Company.
TERM AND TERMINATION
Term. The term of this Agreement shall commence on the Effective Date and continue until one (1) year from the Effective Date (the "Term"), unless terminated pursuant to this Agreement. Upon mutual written agreement, this Agreement may be renewed for an additional one (1) year period.
Termination. Either party may terminate this Agreement: (i) by providing at least (30) days prior written notice to the other party; or (ii) if the other party materially breaches this Agreement, including any failure to perform or make payments when due, and such other party fails to cure such breach in all material respects within fourteen (14) days after being given notice of the breach from the non-breaching party. In the event of this Agreement being terminated due to non-payment by the Client, the licenses granted to the Client in Section 4.1 shall terminate and be void.
GENERAL
Governing Law. This Agreement and any Schedules attached hereto, shall be governed and construed by the laws of the State of Florida and the applicable federal laws of the United States of America, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. The parties hereto agree to submit all of their disputes arising out of, or in connection with this Agreement to the exclusive jurisdiction of the courts of the State of Florida.
Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation, Article 4 (Intellectual Property), Article 5 (Confidential Information), Article 6 (Disclaimer and Limitation of Liability), Article 7 (Indemnification), Section 8.2 (Termination), and all applicable provisions of this Article 9 (General).
Relationship. Nothing herein shall be construed as implying an employment, partnership, or joint venture relationship between the Client and the Company. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement.
Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments of any Fees outstanding), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemic, quarantine, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority.
Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to United States (USD) currency.
Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly outlined in writing and signed by the party so waiving. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.
Non-Solicitation. During the Term of this (i) this Agreement and for twelve (12) months thereafter, the Client shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then contracted by or in the employment of the Company.
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Assignment. The Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Company. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Entire Agreement. This Agreement and any attached Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.
SCHEDULE A
Services. The Company agrees to deploy a concentrated liquidity decentralized exchange contract and interface to the Client and to perform the following services:
Verify concentrated liquidity dex smart contract with the client for auditing.
Deploy audited smart contracts on testnet and/or mainnet blockchains.
Verify audited smart contracts on testnet and/or mainnet explorer.
Deploy interface for testnet and/or mainnet.
Finalize interface UI/UX for testnet and/or mainnet website.
Assist how to use the interface.
Provide default token list.
Point website to correct domain name.
Fees. The Client agrees to compensate the Company for the services to be performed. The total compensation for the services rendered shall amount to $50 per month for testnet blockchains and mainnet blockchains will be determined upon request. The Company shall have the option to take a 2.5% protocol fee.
The Company shall assume responsibility for invoicing the client on a monthly basis, with payment terms due upon receipt. All client payments pursuant to this Agreement must be processed through Stripe or wire transfer. Failure to make payment on the due date may result in the suspension or termination of services. Additionally, the Company retains the right to take down any provided services until full payment is received.
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