Business Services Acuity App

BUSINESS SERVICES ACUITY APP

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider operates and maintains certain scheduling and client-management software (the Acuity App) and related services for the booking and management of appointments, and has the experience and capability to provide business services using said application; and

WHEREAS, Client desires to engage Service Provider to provide business services through the Acuity App as described herein, and Service Provider desires to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall provide the services described below using the Acuity App platform and related administrative support, integrations, configuration, and training as necessary to achieve the business objectives set by Client.

2. Payment Terms

As consideration for the Services, Client shall pay Service Provider in accordance with the amounts and schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All sums not paid when due shall bear interest at the rate specified in the Late Fee field above, or if no rate is specified, at the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement commences on Start Date: and continues in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date.

Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination and any amounts due under any survival provisions of this Agreement.

4. Confidentiality

Each party (Recipient) shall protect Confidential Information of the other party (Discloser) with the same degree of care it uses to protect its own confidential information, but not less than reasonable care. "Confidential Information" includes trade secrets, business methods, pricing, client lists, non-public technical information, and any data designated confidential or that reasonably should be understood to be confidential given its nature.

Recipient shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations in this Section survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secret under applicable law.

5. Data, Access and Ownership

Client retains all right, title and interest in Client Data. Service Provider shall have a limited, non-exclusive license to access and use Client Data solely to perform the Services. Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure or use. Upon termination, Service Provider will return or securely delete Client Data in accordance with Client's reasonable instructions, subject to any applicable retention requirements.

6. Representations, Warranties and Limitation of Liability

Each party represents that it has the authority to enter this Agreement. Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation before initiating litigation.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses below or to such other address as a party may specify in writing.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

The parties acknowledge that they have read and understand this Agreement and that they are entering into it voluntarily.

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