Business Shopify Document

BUSINESS SHOPIFY DOCUMENT

This Business Services Agreement ("Agreement") is entered into as of by and between:

Identification of Parties

Individual Corporation LLC Other:

Individual Corporation LLC Other:

WHEREAS

WHEREAS, Client operates an online retail business and maintains a commerce presence on the Shopify platform and desires to obtain services to design, configure, integrate, and optimize the Client's Shopify store; and

WHEREAS, Provider represents that it has the technical skill and experience to provide Shopify theme development, app integration, checkout optimization, and related consulting services, and agrees to provide such services under the terms set forth in this Agreement; and

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

1. Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall deliver the stated deliverables in accordance with any timelines set out in this Agreement. The Services shall include, where applicable, theme development, app configuration, migration assistance, performance optimization, and merchant training.

2. Payment Terms

Client shall pay Provider the fees set forth below in consideration for the full performance of the Services. All fees are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for any collection costs, including reasonable attorneys' fees, incurred by Provider to recover overdue amounts.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within 15 days after written notice of such breach.

Upon termination, all unpaid and due fees for Services performed up to the effective date of termination shall become immediately payable. Provider shall deliver to Client any work product for which Client has paid.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) not disclose Confidential Information to third parties except as permitted herein. The obligations of confidentiality shall survive termination for years following termination.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of fees due for such deliverables. Notwithstanding the foregoing, Provider retains ownership of its pre-existing tools, libraries, know-how, and general skills ("Provider Materials"). Provider grants Client a perpetual, non-exclusive license to any Provider Materials embedded in delivered work only to the extent necessary to use the deliverables as intended.

6. Warranties; Limitation of Liability

Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to that jurisdiction's choice-of-law principles.

8. Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices; Miscellaneous

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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