Legal
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 and PROVIDER (SDRAI LLC) as of the date CLIENT first accepts this agreement, whether by clicking to accept where this agreement is presented at SDR.ai or by executing a Work Order/Order Form that references this agreement.
Agreement between CLIENT (your company) and SDRAI LLC, a Colorado limited liability company, with principal offices at 930 Utica Drive, Castle Rock, CO 80108 (collectively referred to as the “parties”).
WHEREAS CLIENT is interested in availing Sales Planning, Sales Delivery and Sales Optimization services of SDRAI LLC for providing said services to CLIENT and assigned to SDRAI LLC; and
WHEREAS SDRAI LLC, 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 SDRAI LLC, 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:
As part of the CLIENT Master Services Agreement and Terms Of Use, SDRAI LLC shall provide management and administrative services and technology, as established by SDRAI LLC. The SDRAI LLC 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 Work Orders, 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.
This Master Agreement will be modified by executed Work Orders, which will be a part of this Agreement. In the event of any conflict between this Master Agreement and a Work Order, the terms of the Work Order will control.
SDRAI LLC will use commercially reasonable efforts to assure maximum program performance for each campaign. To that end, SDRAI LLC shall:
Appropriate personnel at SDRAI LLC shall be available to discuss and implement proposed changes resulting from the feedback provided by CLIENT.
Each party will safeguard and hold as confidential this Agreement, the parties’ relationship, and all non-public information disclosed by the other party in connection with this Agreement, including, with respect to CLIENT, all name lists, reports, response data, scripts, direct mail materials, and any other CLIENT written materials, strategies and marketing plans, and, with respect to SDRAI LLC, its pricing, technology, playbooks, methodologies, and know-how, in each case which could reasonably be expected to be confidential information (“Confidential Information”). The receiving party will use the other party’s Confidential Information solely 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 the disclosing party. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known to the receiving party before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the other party’s Confidential Information. Either party may disclose Confidential Information to the extent required by law, provided it gives the other party prompt written notice where legally permitted.
CLIENT will indemnify, defend, and hold harmless SDRAI LLC against any and all losses, damages, liabilities, judgments, attorney’s fees, costs, and expenses which SDRAI LLC may incur by reason of any claims, demands, lawsuits, actions, or proceedings brought against SDRAI LLC on account of any acts, conduct, or omissions of CLIENT, or SDRAI LLC’s use of any CLIENT approved script, provided such use is in accordance with CLIENT’s instructions.
CLIENT will indemnify, hold harmless and defend SDRAI LLC against any claim, loss, judgment or fine that SDRAI LLC 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 SDRAI LLC by CLIENT are not on the Do-Not-Call List.
CLIENT acknowledges and agrees that SDRAI LLC 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 SDRAI LLC’s control; (g) application of any law, regulation, or SDRAI LLC 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.
In no event will SDRAI LLC be liable for any special, incidental, consequential, or punitive damages, including lost profits or loss of goodwill, regardless of whether SDRAI LLC was advised of the possibility thereof. CLIENT further agrees that SDRAI LLC’s aggregate and entire liability, in law, equity, or otherwise, shall not exceed the total amount paid by CLIENT 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 its use of the services. CLIENT acknowledges and agrees that the limitations contained in this Section are an essential element of this Agreement.
SDRAI LLC agrees that fees presented in each Work Order shall represent the only fees that SDRAI LLC will charge CLIENT for services. Any changes in price or fee structure must be approved by CLIENT in writing.
It is specifically understood that CLIENT shall remit to SDRAI LLC payments of amounts due for services described in the Program Attachment before services are rendered.
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% per month (12% 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.
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.
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.
This Agreement supersedes any previous written or oral Agreement between CLIENT and SDRAI LLC. Any previously executed program-specific attachments for current CLIENT campaigns will become Program Attachments to this Agreement.
All notices, demands or communications that are required under this Agreement, shall be sent to the address listed on the Work Order.
See Attachment A. SDRAI LLC Solutions, description of services and deliverables.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflict of law principles.
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 SDRAI LLC 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 SDRAI LLC waive the right to a trial by jury in any action that takes place relating to or arising under this Agreement or the services.
Term and Termination. This Agreement commences on the effective date and continues until terminated as provided herein. Either party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other party. Either party may terminate this Agreement or any Work Order upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Unless otherwise agreed in writing, termination of this Agreement will also terminate all outstanding Work Orders. Upon termination, CLIENT shall pay SDRAI LLC for all services rendered and non-cancellable expenses incurred through the effective date of termination. The provisions of this Agreement concerning confidentiality, indemnification, limitation of liability, intellectual property, payment obligations, and governing law shall survive any termination or expiration of this Agreement.
Intellectual Property. CLIENT owns and retains all right, title, and interest in and to the messaging, the data, and the outcomes of the services, including CLIENT-approved scripts and messaging, prospect and response data, campaign results and reports delivered to CLIENT, and all materials provided by CLIENT to SDRAI LLC. SDRAI LLC owns and retains all right, title, and interest in and to its intellectual property, including its technology, software, platforms, tools, playbook frameworks, methodologies, know-how, and all improvements and derivatives thereof, whether developed before or during the term of this Agreement. Except as expressly set forth in this Agreement, neither party transfers or assigns any intellectual property to the other. Each party grants the other a limited, non-exclusive license to use its materials solely as necessary to perform or receive the services during the term of this Agreement.
Data Protection. Each party shall comply with all applicable data protection and privacy laws in connection with personal data processed under this Agreement, including, as applicable, the Colorado Privacy Act, the California Consumer Privacy Act, and other U.S. state privacy laws. SDRAI LLC will process personal data provided by or on behalf of CLIENT solely to perform the services and as otherwise permitted by this Agreement; will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect such personal data against unauthorized access, use, or disclosure; and will notify CLIENT without undue delay after becoming aware of any breach of security affecting such personal data. Upon termination of this Agreement and CLIENT’s written request, SDRAI LLC will delete or return CLIENT personal data in its possession, except to the extent retention is required by law.
Publicity. SDRAI LLC may identify CLIENT as a customer and use CLIENT’s name and logo on the SDRAI LLC website and in its marketing materials to promote satisfied customers, and may from time to time ask that CLIENT be available for reference calls with potential SDRAI LLC customers. CLIENT may revoke this permission at any time by written notice to SDRAI LLC, and SDRAI LLC will thereafter cease new uses of CLIENT’s name and logo within a commercially reasonable period.
Warranties and Disclaimer. SDRAI LLC warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND SDRAI LLC MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SDRAI LLC DOES NOT WARRANT ANY PARTICULAR RESULTS FROM THE SERVICES, INCLUDING ANY LEVEL OF LEADS, MEETINGS, RESPONSES, OR REVENUE.
Force Majeure. In no event shall the parties be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including (but not limited to) accidents, acts of war or terrorism, natural catastrophes, pandemics, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the parties shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
The terms and conditions contained in this Agreement expressly exclude any of CLIENT's general terms and conditions or any other document issued by CLIENT in connection with this Agreement.
Acceptance. This Agreement is presented as a click-through agreement at SDR.ai and does not require signature to be effective. CLIENT accepts this Agreement, and it becomes effective, on the earlier of the date CLIENT clicks to accept it where presented at SDR.ai or the date CLIENT executes a Work Order/Order Form that references this Agreement.
Please address questions to: chad@sdr.ai
The parties have entered into this Agreement as of the date of CLIENT’s acceptance of this Agreement, whether by click-through acceptance at SDR.ai or through a signed Work Order/Order Form that references this agreement.
SDRAI LLC