Service Agreement Terms

This Service Agreement (hereafter the “Agreement”) is hereby entered into by and between a division of Sheefra Corporation, a Florida Corporation, located at 121 S. Orange Ave, Suite 1500, Orlando, Florida 32801, United States, and hereafter referred to as “TrillSites“, and YOU, hereafter referred to as the “Client”. The above listed parties hereby agree to the terms and conditions as follows:
  1. General Legal Terms:
    1. This Agreement forms a legally binding agreement between the Client and TrillSites. This Agreement represents the entire Agreement between TrillSites and the Client, and supersedes all previous proposals, statements, representations, negotiations, understandings, and agreements, whether written or oral.
    2. If either party does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which that party has the benefit of under any applicable law), this will not be taken to be a formal waiver of that party’s rights; and those rights or remedies will still be available to that party. Furthermore, the waiver by either party of any breach or failure to enforce any of the terms and conditions in this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
    3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    4. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, performance, and any termination of this Agreement.
    5. Neither TrillSites nor the Client has right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of both parties.
    6. TrillSites may subcontract such portions of its undertakings under this Agreement as TrillSites deems appropriate. TrillSites shall, however, remain responsible to the Client for the performance of any such subcontractor, as if performed by TrillSites.
  2. Terms of Agreement:
    1. This Agreement will be for the terms described in the attached and to be automatically renewed for addition equal terms unless terminated by either party.
  3. Products and Services:
    1. TrillSites shall provide the Client digital marketing services as described in the proposal attached to this agreement (the “Services” or “Work Product”) and at the reasonable request by the Client and agreed upon by TrillSites.
    2. TrillSites shall retain rights to all of “TrillSites’ Material” consists of all:
      1. Materials that do not constitute Services or Work Products.
      2. Materials solely owned or licensed to TrillSites.
      3. Materials incorporated into the Work Product or part of the Services, which are not specifically created for this purpose, Service, or Work Product, and the cost of which the Client does not pay for.
    3. TrillSites’ Materials included as part of a Work Product shall be included under a nonexclusive license as set forth in the terms governing the creation of said Work Product.
    4. TrillSites’ Material may be licensed to the Client under a separate license Agreement, which will govern the Client’s rights to use TrillSites’.
    5. All copyright-able works created expressly for the Client by TrillSites shall remain the property of TrillSites until such time as full payment is received by TrillSites for the Services or Work Product.
  4. Payment and Invoicing:
    1. For all of TrillSites’ products and services under this agreement, the Client shall compensate TrillSites, in US Dollars, in accordance with the pricing schedule agreed upon between TrillSites and the Client.
    2. Client agrees to pay the fees as per pricing and payment schedule above via a credit card to be kept on file by TrillSites. TrillSites will charge Clients’s credit card based on the payment schedule. Contract will start on the date of the 1st payment set forth in this Agreement. It is Client’s responsibility to deliver to TrillSites in a timely manner the items necessary for TrillSites to deliver the products set forth in this Agreement.
    3. Client will fill out the Automatic Credit Card Billing Authorization at the end of this Agreement and will keep a credit card on file with TrillSites which will be charged the fees set forth in this Agreement each month. In the event that the credit card on file fails or expires or if the credit card company reverses the fees charged for any reason and Client does not remedy such issues within 30 days, then the entire remaining balance for the applicable Agreement term shall become due in full in addition to any reasonable legal and collection fees incurred by TrillSites to collect such balance.
    4. In the event that the Client fails to pay in full as per the terms in this agreement, TrillSites reserves the right but is not obligated, to pursue any or all of the following remedies, all of which the Client hereby grants to TrillSites the right to pursue:
      1. Terminate the Agreement (breach).
      2. Immediately stop all services.
      3. Revoke the Client’s license to TrillSites’ Materials.
      4. Deny the Client access to Services or Work Products associated with the invoice.
      5. Revert or undo any modifications associated with the invoice.
      6. Pursue legal action.
    5. The Client is directly and exclusively responsible for the payment of all invoices. TrillSites shall not be required to seek payment from any other party, including, but not limited to, insurance companies, affiliates or customers of the Client, investors, alternate departments within the Client’s organization, or the Client’s employer(s). TrillSites shall not be responsible for liaising with any department or individual within the Client’s organization, such as billing or accounting, to secure payment.
  5. Limitation of Liability:
    1. Under no circumstance will TrillSites be liable under any contract, strict liability, negligence or other legal or equitable theory, for any indirect, special, incidental or consequential damages or lost profits in connection with the subject matter of this Agreement. TrillSites’ liability here-under shall not exceed the total amounts paid by client under this Agreement.
  6. TrillSites’ Relationship to the Client:
    1. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties.
    2. TrillSites will be fully responsible for payment of its income taxes on all compensation earned under this Agreement. The Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on TrillSites’ behalf.
    3. TrillSites understands that it will not be entitled to any fringe benefits that the Client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
    4. TrillSites will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, except as agreed upon between TrillSites and the Client.
    5. The client agrees to make available to TrillSites, for TrillSites’ use in performing the Services required by this Agreement, such items of hardware, software, and documentation as the Client and TrillSites may agree are reasonably necessary for such purpose.
  7. Confidentiality:
    1. Materials provided between TrillSites and the Client (the “Confidential Information”) including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, customer lists, analyses and other furnished property shall be the exclusive property of the respected owner (the “Owning Party”) and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue.
    2. Notwithstanding the provisions of Section 7.1 of this Agreement, TrillSites shall be allowed to make known to any subcontractor such Confidential Information as TrillSites deems necessary for the execution of the responsibilities of such a subcontractor. In such a case, the subcontractor shall be placed under the same obligation of confidentiality as is set forth in this Agreement.
  8. Force Majeure:
    1. Neither TrillSites nor the Client shall be liable for any breach of this Agreement which is caused by a matter beyond its reasonable control, including Acts of God, fire, lightening, explosion, war, disorder, flood, earthquake, industrial disputes (whether or not involving their employees) extremely severe weather, or acts of local or central government or other competent authorities, or which is caused by a subcontractor’s failure to deliver due to such matters.
  9. Governing Law:
    1. The Agreement, and the Client’s relationship with TrillSites under the Agreement, shall be governed by the laws of the State of Florida. Client and TrillSites agree to submit to the exclusive jurisdiction of the courts located within the county of Orange, Florida to resolve any legal matter arising from the Agreement. Notwithstanding this, the Client agrees that TrillSites shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.