ScaleX Master Services Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AS WELL AS ALL OTHER RULES OR POLICIES, TERMS AND CONDITIONS, OR OTHER AGREEMENTS THAT ARE INCORPORATED HEREIN BY REFERENCE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if CLIENT is a PROVIDER direct competitor, except with PROVIDER prior written consent.

This agreement is effective between CLIENT (your company) and PROVIDER (ScaleX, INC.) as of the date of CLIENT accepting this agreement.

Agreement between CLIENT (your company) and ScaleX, INC., with principal offices at 10652 Manor Stone Drive, Littleton, CO 80126 (collectively referred to as the “parties”).

WHEREAS CLIENT is interested in availing Sales Playbook Design, Delivery and Optimization services of SCALEX, INC. for providing said services to CLIENT and assigned to SCALEX, INC.; and

WHEREAS SCALEX, INC., an AI for Sales Company, is interested in providing the necessary service and personnel for each assigned CLIENT campaigns.

NOW THEREFORE, in consideration of the mutual promises and obligations of CLIENT and SCALEX, INC., as set forth herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the execution of this Agreement, the parties agree as follows:

  1. As part of the CLIENT Master Services Agreement and Terms Of Use, SCALEX, INC. shall provide management and administrative services and technology, as established by SCALEX, INC. The ScaleX Onboarding Document shall be reasonable in nature and shall be used exclusively for the performance of this Agreement. This Master Services Agreement will be modified by executed Statement of Work, which will be a part of this Agreement.  The Work Orders need not be attached to the Master Agreement for the Master Agreement to be enforceable between the parties.
  2. This Master Agreement will be modified by executed Work Orders, which will be a part of this Agreement.
  3. SCALEX, INC. will use its best efforts to assure maximum program performance for each campaign. To that end, SCALEX, INC. shall:
  4. Provide feedback and consult with CLIENT on ways to improve the data, digital outreach, and dials/conversations including email, social, and phone messaging;
  5. Manage the list and playbooks to ensure maximum performance from each agent;
  6. Provide sufficient supervision and monitoring daily;
  7. SCALEX, INC. will provide CLIENT with ongoing reporting.
  8. Appropriate personnel at SCALEX, INC. shall be available to discuss and implement proposed changes resulting from the feedback provided by CLIENT.
  9. SCALEX, INC. will safeguard and hold as confidential its relationship with CLIENT, this Agreement and all information relating to CLIENT programs including but not limited to, all name lists, reports, response data, scripts, direct mail materials, and any other CLIENT written materials, strategies and marketing plans which could reasonably be expected to be confidential information (“Confidential Information”). SCALEX, INC. will use the Confidential Information for the purposes contemplated by this Agreement and will not disclose, copy or make such Confidential Information available to any third party, individual, organization or business without the prior written consent of CLIENT.  SCALEX, INC. may use CLIENT logo on the SCALEX, INC. website to promote satisfied customers, however, and may at times ask that CLIENT be available for calls with potential SCALEX, INC. customers.
  10. CLIENT will indemnify, defend, and hold harmless SCALEX, INC. against any and all losses, damages, liabilities, judgments, attorney’s fees, costs, and expenses which SCALEX, INC. may incur by reason of any claims, demands, lawsuits, actions, or proceedings brought against SCALEX, INC. on account of any acts, conduct, or omissions of CLIENT, or SCALEX, INC.’s use of any CLIENT approved script, provided such use is in accordance with CLIENT’s instructions.
  11. CLIENT will indemnify, hold harmless and defend SCALEX, INC. against any claim, loss, judgment or fine that SCALEX, INC. may sustain as a result of any violations of the Do-Not-Call List during the campaign of CLIENT. CLIENT warrants that prospect names and telephone number provided to SCALEX, INC. by CLIENT are not on the Do-Not-Call List.
  12. CLIENT acknowledges and agrees that SCALEX, INC. shall not be liable under any circumstances to CLIENT or any other party, person, or entity for any damages or losses that may result from any of the following: (a) termination, suppression, loss, or modification of your service; (b) use of or inability to use the service; (c) access delays or access interruptions to service; (d) interruption of business; (e) data non-delivery, mis-delivery, corruption, destruction, or other modification;  (f) events beyond SCALEX, INC.’s control; (g) application of any law, regulation, or SCALEX, INC. policies; (h) statements or conduct of any third party using CLIENT’s services; or (i) any other matter relating to CLIENT’s use of the services.
  13. In no event will SCALEX, INC. be liable for any special, incidental, consequential, or punitive damages, including lost profits or loss of goodwill, regardless of whether SCALEX, INC. was advised of the possibility thereof. CLIENT further agrees that SCALEX, INC.’s aggregate and entire liability, in law, equity, or otherwise, shall not exceed the total amount paid by PROVIDER for the services, and in no event shall it be greater than $1,000 USD.  CLIENT acknowledges and agrees that this will be its exclusive remedy under this Agreement and otherwise in relation to itsuse of the services.  CLIENT acknowledges and agrees that the limitations contained in this Section are an essential element of this Agreement.
  14. SCALEX, INC. warrants that fees presented in each Work Order shall represent the only fees that SCALEX, INC. will charge CLIENT for services. Any changes in price or fee structure must be approved by CLIENT in writing.
  15. It is specifically understood that CLIENT shall remit to SCALEX, INC. payments of amounts due for services described in the Program Attachment before services are rendered.
  16. In consideration for the extension of credit, said business promises to pay for all purchases within the terms agreed upon in the Work Order and agrees to pay a service charge per month of 1-1/2% per month (18% annual percentage rate) on all past due balances. In the event any third parties are employed to collect any outstanding monies owed by said business the undersigned agrees to pay reasonable collection costs, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred. The undersigned represents that he/she has the authority to execute this credit agreement on behalf of the business identified.
  17. The parties do not have and are not to be deemed to have the relationship of principal/agent/joint venture, employer-employee, or partnership. Except as expressly provided for in this Agreement, neither party is authorized to act for the other in any way.  The parties are acting only as independent contractors.
  18. Neither party shall be liable for any delay or failure in performance under this Agreement or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, acts of public enemies, war, acts of terrorism, pandemics, government shutdowns or restrictions, accidents, fires, earthquakes, weather, or any other cause beyond the direct and reasonable control of the parties to this Agreement.
  19. This Agreement supersedes any previous written or oral Agreement between CLIENT and SCALEX, INC. Any previously executed program-specific attachments for current CLIENT campaigns will become Program Attachments to this Agreement.
  20. All notices, demands or communications that are required under this Agreement, shall be sent to the address listed on the Work Order.
  21. See Attachment A. ScaleX Solutions, description of services and deliverables.
  22. ScaleX partners with multiple Sales Enablement technologies including ConnectAndSell, ConnectLeader, Monster Connect, Nova.ai, Exceed.ai, DiscoverOrg, and more. CLIENT agrees to these terms & conditions as provided by ScaleX vendor partners (https://exceed.ai/terms, https://www.connectandsell.com/docs/CONNECTANDSELL_ONLINE_AGREEMENT_DIALS.pdf, https://www.connectleader.com/terms-of-use, https://discoverorg.com/eula/, https://discoverorg.com/tos/, https://zopto.com/terms_privacy)
  23. This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the State of Colorado, without regard to conflict of law principles.
  24. Any judicial proceeding relating to or arising under this Agreement or the services will be instituted only in a federal or state court of competent jurisdiction in the State of Colorado.  CLIENT and SCALEX, INC. consent to the personal jurisdiction of such courts and waive the right to challenge the jurisdiction of such courts on grounds of lack of jurisdiction or forum non conveniens.  CLIENT and SCALEX,INC. waive the right to a trial by jury in any action that takes place relating to or arising under this Agreement or the services.

Please Address Questions to: chad@ScaleX.ai