Service Fulfillment Policy

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

Scope of Services. Partner (you reading this) retains the above Company (GrantBot Process Consulting), and the Company agrees to perform for the Partner, the services set forth in the proceeding Scope Of Work to this Agreement (the “Services”). Any Service outside of the scope as defined in the proceeding Scope Of Work to this Agreement will require a new Agreement for other services agreed to by the Parties.

Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Partner (as determined by the Partner), the Company shall be compensated as follows:

The Company will invoice the Partner upon agreement and signature of this Agreement. The invoice will include any and all services performed under this Agreement. Monthly services will be invoiced on the 1st or 15th of the subsequent month following the 30 day grace period (if applicable).

Payment will be due within 7 days of the invoice date. A late charge of $250 per month will be added to any invoice not paid on time.

Payments must be made to the Company by credit card or any other approved method of payment accepted by the Company.

Completion and Deliverables. The Company shall complete the services by 20. Time shall be of the essence in the Company’s performance of this Agreement. The Partner may request certain revisions during the 30 day transition period after the services have been provided.

Invoice Disputes. The Partner shall notify the Company in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within 10  Business Days from the date of the Partner’s receipt of such invoice subject to dispute.

Partner will be deemed to have accepted all invoices for which the Company does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

Term and Termination. This Service Agreement shall be effective on the date hereof and shall continue for a period of 6 months or until the expressly agreed upon date of the completion of the Services, unless it is earlier terminated in accordance with the terms of this Agreement (the “Term”).

If either Party subject to this Agreement fails to follow through with their obligations under this Master Services Agreement, the non-breaching Party can terminate this Agreement by providing    day written notice to the breaching Party.

The Partner understands that the Company may terminate this Agreement at any time if the Partner fails to pay for the Services provided under this Agreement or if the Partner breaches any other material provision listed in this Service Agreement in the manner as defined above. Partner agrees to pay any outstanding balances within 15 days of such termination.

By signing this Agreement, Partner and Company agree as follows (in addition to the other terms and

conditions of this Agreement):

1. All communication will be on Slack & Google Meet (all of these forms of communication are mandatory for a successful working relationship) to reduce the risk of not receiving your correspondence via another platform. Email is a secondary form of communication, for larger initiatives and is not to replace Slack in the mandatory workflow. Slack will be used for day-to-day communication, and Asana will be used for project-focused communication such as approvals or project-specific questions. Zoom will be used for calls.
2. Any changes which you may request to the Services set forth in the Order Form (which hereafter refers to the initial agreement of service and strategic planning documents agreed to by Partner & Company) must be with Company’s prior written consent. Any such changes per the parties’ mutual agreement may result in an increase in Fees.
3. You agree to be responsive to any proposed revisions to emails/products or other content for your review. If we do not receive a prompt response from you, our Services may be delayed and that may results in work not being delivered or dates for delivery needing to change. You shall nonetheless be liable for payment during the Term even if Services are not performed due to your delay in response. Your emails may not carry over to another month should the Partner be the reason for the incomplete email/emails. 
4. You agree that breach of any of the terms of this Agreement, the Company may not be able to generate consistent, long-term results for you. Nonetheless, you shall be liable for the Fees to Company through the duration of this Agreement.
5. You understand the Company requires notification of new projects in advance of projects due dates of 2.5 - 3 weeks. Any projects with later notification may reduce the scope of work and shortcut the production process.
6. You will have up to one 30-Minute Bi-Weekly (every other week) Meetings For Planning & Reporting. Should additional meetings be required that will be at the mutual discretion of the Partner and Company.
7. Automation will begin being produced at the end of the audit period, which will happen within the first 4-6 weeks from the Effective Date of this agreement, pending client responsiveness. The audit period is officially over when the Partner has approved the automation map.
8. All review times to Company from Partner will be due within 48 hours and the Company is required to follow up with the Partner to ensure on time delivery of product.

Access. The Partner shall provide the Company with necessary access to technical platforms required to achieve the scope of work. Failure to do so allows the Company to deem the failure as a material breach.

Independent Contractor. Partner and Company expressly agree and understand that the above-listed Company is an independent contractor hired by the Partner and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employee  and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.

Accordingly, the Company acknowledges that neither the Company or the Company’s Employees are not eligible for any benefits, including, but not limited to, health insurance, retirement plans or stock option plans. The Company is not the agent of Partner or its Company and is not authorized and shall not have the power or authority to bind Partner or its Company or incur any liability or obligation, or act on behalf of Partner or its Company. At no time shall the Company represent that it is an agent of the Partner or its Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those for the Partner.

The Company is not entitled to receive any other compensation or any benefits from the Partner. Except as otherwise required by law, the Partner shall not withhold any sums or payments made to the Company for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the Company’s responsibility. The Company further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.

The Company is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. The Company shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

Insurance Requirements. The Company warrants that it will obtain and keep in full force and effect at all times hereunder workers’ compensation, general liability and errors and omissions or professional liability insurance covering all of its Services.

The Company shall provide to the Partner copies of all policies required to be maintained, and a Certificate of Insurance indicating said coverage shall be provided to Partner upon request.

The Company also warrants and represents that it has properly classified all of its workers, has and will maintain all required licenses and certifications.

Confidentiality. Throughout the duration of this Agreement, it may be necessary for the Company to have access to the Partner’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.

The Company, or any related receiving party, is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Partner. The Company’s obligation of confidentiality will survive the termination of this Service Agreement and stay in place indefinitely.

Upon the date of termination of this Agreement, the Company agrees to return to the Partner any and all Confidential Information that is the property of the Partner.

Point of Contact. Partner agrees to appoint a point person to this project who will work with Company as the main contact and coordinate all communication. The Company will take direction, revision, feedback and approval from the Point of Contact, (hereinafter “POC”). The Company will send the POC any questions regarding the direction of the services to be provided by the Company and the POC is responsible for providing the Company with input throughout the process of the automation creation. Should the POC change, it must be communicated in writing via email to the Company's Operations team. Should the POC not be available during the agreed upon timelines between Partner and Company, it is imperative that the Company continue to follow up in an effort to deliver the product on time, and reach out to the secondary team member from the Partners team if responses are not timely.

Intellectual Property Rights. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Service Agreement. The Company understands that the aforementioned is a “work for hire” and shall be the sole property of the Partner. The Partner’s use of the Intellectual Property shall not be restricted in any manner.

The Company may not use the Partner’s Intellectual Property for any purpose other than contracted for in this Service Agreement unless the Company has written consent from the Partner. The Company shall be responsible for any damages resulting from any unauthorized use of the Partner’s intellectual property.

Force Majeure. Except with respect to any payment obligation, neither Party shall be liable for any circumstances outside of such Party’s control, including but not limited to server or internet failures, third-party software failures or downtime, power shutdowns, government regulations, pandemics, fires, civil unrest, or inclement weather. 

Indemnification and Release. The Company agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless the Partner, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Company or any of the Company’s employees in the performance or failure to fulfill any Services or obligations under this Agreement.

No Exclusivity. The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties.

Subcontractors. Except otherwise stipulated, the Company may, at their discretion, retain a third-party subcontractor to perform some of all of the roofing services of the Services under this Agreement and the Partner agrees not to retain or employ any outside parties to help with the Services.

Assignment and Subcontracts. The Parties to this Agreement shall not assign responsibilities they have agreed to under this Agreement to any other party or individual, except with the written consent and approval of both Parties.

Non-Solicitation. The Partner acknowledges and agree that during the term of this agreement and for a period of two (2) years following the termination of this agreement, you will not, individually or in conjunction with others, directly or indirectly solicit, induce, or influence any of the Company’s employees or subcontractors to discontinue or reduce the scope of their business relationship with the Company, or recruit, solicity, or otherwise influence any employee or agent of the Company to discontinue such employment or agency relationship with the Company. In the event that you violate the terms of this clause, you acknowledge and agree that the damages to the Company would be difficult or impracticable to determine and you agree that in such event, the Company’s sole and exclusive remedy therefore, you will pay the Company as liquidated damages and not as a penalty an amount equal to fifty percent (50%) of the employee or subcontractors first base salary with you (including any signing bonus). In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to any of the Company’s employees by you will be deemed to be a material breach of this agreement, in which event the Company shall have the right, but not the obligation, to terminate this Agreement or any then-current SOW immediately For Cause. 

Notice. All notices or requests required or contemplated by this Agreement shall be in email or such other address as the Company shall specify in written notice to the Partner.

Warranty. Partner represents and warrants that Partner has all rights and title in connection with the content, including customer content or testimonials, provided to the Company; and, Partner is in compliance with all applicable laws.

EXCEPT AS OTHERWISE PROVIDED BY LAW, COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES IN CONNECTION WITH THE SERVICES, INCLUDING ANY IMPLIED WARRANTIEs THAT THE SERVICES WILL PERFORM WITHOUT ERRORS OR MISUSE BY THIRD PARTIES, SHALL NOT BE SUBJECT TO ANY INFRINGEMENT CLAIMS, OR WILL PERFORM FOR ANY PARTICULAR PURPOSE OR THAT CLIENT WILL RECEIVE ANY INCREASED REVENUE OR BUSINESS GROWTH AS A RESULT OF THE SERVICES. IF CLIENT IS DISSATISFIED WITH THE SERVICES, AND EXCEPT FOR COMPANY’S INDEMNIFICATION OBLIGATIONS HEREIN, CLIENT’S SOLE REMEDY SHALL BE TERMINATION OF THIS AGREEMENT AS PROVIDED HEREIN. 

Dispute Resolution. Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Arizona.

If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Arizona, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Arizona.

Refund and Cancellation. If the Partner elects to cancel a project before project completion, no refund will be made unless there is a material breach of the Agreement.

Governing Law. This Service Agreement shall be governed in all respects by the laws of the State of

Arizona without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.

Force Majeure. Company and any of its employees or agents shall not be in breach of this Service Agreement for any delay or failure in performance caused by reasons out of its reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Company.

Legal Fees. Should a dispute between the named Parties arise lead to legal action, the prevailing Party shall be entitled to any court costs, including, but not limited to reasonable attorneys’ fees.

No Assignment. This Agreement shall insure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Electronic Signatures. This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).

Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

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