New Leaf Digital, LLC
3227 N 4th St, Whitehall, PA 18052
By submitting the form you agree to enter into an agreement for ClickUp Training with New Leaf Digital, LLC (hereinafter “Service Provider”), a LLC in PA, USA, having its principal place of business at 3227 N 4th St., Whitehall, PA 18052. You are referred to hereafter as the “Client”.
1. Purpose of Agreement
Client engages Service Provider to provide the specific services outlined in Section 2 of this Agreement. Service Provider agrees to provide the services detailed below, according to the terms of this Agreement.
2. Package Details
Client has selected the following package: ClickUp Training at a fee of $2000. This package includes:
- Onboarding form regarding business organization and client deliverables
- 4 60-minute training sessions
- 15 days of unlimited ClickUp Clip (screen recording) and chat support following the last call
- Recordings of all calls
- links to resources
- personalized recorded responses to Client’s questions
Service Provider shall perform these services according to mutually agreed upon deadlines, using their best efforts in each assignment. If additional services and/or hours that are not included in the package described in Section 2 are requested, Service Provider will reach out to Client to select another package offered by Service Provider. If Client chooses to purchase another package, Client and Service Provider must execute an additional contract, which shall control the terms of that agreement.
3. Terms of Payment
A one-time fee of $2000 is due immediately to retain Service Provider’s services outlined in Section 2 of this Agreement or two payments of $1000. The first payment of $1000 is due immediately and the second is due 1 month later.
Any additional services requested by Client outside the scope of services and deliverables outlined in this Agreement, can be added and amended via another package subject to Service Provider’s availability.
All invoices are due within 7 days of receipt unless otherwise agreed upon.
Acceptable forms of payment include check, credit card, or bank transfer.
If you choose to send a check please mail check to:
New Leaf Digital, LLC
3227 N 4th St, Whitehall, PA 18052
If, for any reason, Client’s payment method fails, including a declined credit card or bounced check, Client shall have 5 business days to cure payment or a penalty fee of 10% may apply.
It’s understandable that payments are made late. If this becomes a chronic problem after 2 late payments going forward all payments received after the due date will incur a late payment charge from such due date until paid or the maximum rate permitted under applicable law.
Client shall reimburse Service Provider for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due Service Provider hereunder.
If payment is late, Service Provider reserves the right to withhold further services until payment is received, withhold delivery of any unfinished projects, withhold transfer or assignment of rights to the work, and terminate this Agreement for Client’s breach of contract.
Any additional expenses not expressly outlined in this Agreement and reasonably required to complete Client’s project shall be submitted for Client’s review before the expense is incurred and billed to Client upon Client’s approval. If the expense is not approved by Client, Service Provider may improvise at Service Provider’s discretion. Client acknowledges and accepts any resulting effect to the nature or quality of final deliverables caused by Client’s rejection of the proposed expense.
Specific deadlines for individual assignments or projects must be mutually agreed upon by the parties and recorded in writing, email, or within shared project management software. Client agrees to use all calls within a 8 week period. Client agrees to pay a $200 restart fee to use calls after the 8 week period.
Service Provider will take all commercially reasonable efforts to perform the services outlined in this Agreement within the timeline agreed, subject to Client’s cooperation and circumstances outside of Service Provider’s reasonable control.
6. Copyright Ownership
Upon Service Provider’s receipt of Client’s approval of final original content of education, templates, and resources and full payment due under this Agreement to Service Provider, Service Provider hereby extends a non-transferrable, non-exclusive, and revocable limited license to Client for Client’s personal use of the content. Client may not manipulate, assign, transfer, sell, distribute the content, or share the content with their network or clients. This includes any kind of education (ClickUp Clip/Loom videos or screenshots) or templates Service Provider shares with Client.
7. Rights Reserved to Service Provider
Service Provider retains rights to any original artwork or designs created by Service Provider and incorporated into Client’s projects, unless the Parties expressly agree otherwise in signed writing.
8. Rights Reserved to Client
Any Client content provided to Service Provider or preexisting this Agreement, including trademarks and original works, shall remain the property of Client.
9. Effective Date
The effective date of this Agreement is the date the first payment was submitted.
10. Term of Agreement
Unless this Agreement is terminated under the provisions of Section 21, Termination of Agreement, this Agreement shall terminate automatically after 6 months of the Effective Date of this Agreement.
11. Cooperation and Client Responsibilities
Client acknowledges and agrees to fulfill certain responsibilities to achieve the purpose of this Agreement:
a. Communicate and Cooperate
The Parties agree to communicate and cooperate with each other, as needed to execute the purpose and scope of this Agreement in an amicable manner. Client is responsible for cooperating in a timely and effective manner with Service Provider.
b. Adhere to Timeline
To achieve the purpose of this Agreement, Client may be required to take specific actions from time to time, such as executing documents, providing files and information to Service Provider, approving concepts, and providing instructions. If Client fails to cooperate in a timely or effective manner, certain projects and tasks may be delayed. Any delays by Client may result in a day-for-day extension or more of the original assignment timeline, as completion of the assignment requires.
If Client’s lack of cooperation results in material delays or otherwise causes a material consequence to Service Provider’s ability to perform Service Provider’s obligations under this Agreement or the purpose of this Agreement, Service Provider may terminate this Agreement for Client’s breach of contract without providing a refund to Client for services retained for the month in which termination of this Agreement occurs.
In the event of termination due to a material delay or repeated delays by Client, if Client wishes to continue to retain the services of Service Provider, a new project agreement pursuant to a new quote from Service Provider must be executed.
c. Approve Accuracy of Content
Unless the Parties expressly agree otherwise, Client is responsible for carefully checking and approving the accuracy of all content and assignments produced by Service Provider and delivered to Client in all respects including spelling, content, and technical requirements. Service Provider shall not be liable for any errors or omissions in content that is approved, implemented, delivered to a third party, or submitted for printing or publication by Client.
d. Comply with Applicable Laws and Industry Standards
Client acknowledges and agrees that it is Client’s responsibility to ensure that all information and claims provided by Client to Service Provider are accurate, compliant with applicable laws, and conform with Client’s industry standards.
e. Coordinate Necessary Parties
Client or a designated third party shall coordinate decision-making and cooperation of necessary parties for a project or assignment.
f. Provide Timely Information
Client is responsible for providing necessary information, instructions, and Client’s content required for the execution, creation, and production of Service Provider’s services and deliverables in a timely manner.
12. Opportunity to Cure
If Client notifies Service Provider that Service Provider’s services or deliverables do not conform to project specifications as detailed under this Agreement, Service Provider shall have an opportunity to repair or correct work. This shall not include any requests for revisions based on Client’s subjective, unarticulated requirements. The opportunity to cure shall only apply to conformity with express and objective project specifications mutually agreed upon by the Parties. All other revision requests will be billed via new project, according to the terms of this Agreement.
13. Independent Contractor Status and Relationship of Parties
This Agreement is not an employment agreement. At all times, Service Provider will act and perform services as an independent contractor. Nothing in this Agreement should be deemed or interpreted to render Service Provider as an employee, partner, agent, or joint venture of Client.
Service Provider shall have no authority to enter into any binding agreement on behalf of Client or hold himself/herself out as having the authority to enter into agreements on behalf of Client. As an independent contractor, Service Provider is not entitled to any employee benefits from Client.
14. Freedom to Provide Services Elsewhere
This Agreement does not restrict Service Provider from providing services to other clients.
15. Use of Service Provider’s own Equipment, Materials, Supplies, and Tools
Service Provider shall provide all necessary equipment, materials, supplies, and tools to complete the commissioned work. Client shall provide access to their ClickUp workspace.
16. Service Provider’s Agents
Service Provider is permitted to engage the services of third-party service providers to execute its obligations under this Agreement. This permission in no way alters Service Provider’s responsibility to comply with any and all provisions contained in this Agreement.
17. Confidentiality and Mutual Non-Disclosure
Service Provider will not disclose the details of any assignment or work commissioned by Client or any proprietary information belonging to Client that Service Provider obtains or learns during the duration of this Agreement to any third-parties without the express written permission of Client.
Client agrees not to disclose any proprietary information, confidential information, or trade secrets relating to Service Provider’s services including methods and procedures.
These mutual obligations shall terminate if the confidential information becomes public or loses its status as confidential through no fault of the receiving party.
18. Accreditation and Promotions
Client gives Service Provider permission to use Client’s name and a brief description of Service Provider’s services rendered to Client in its marketing materials and business development efforts.
19. Taxes and Liabilities
Client shall be responsible for any applicable sales or use taxes, even if such taxes are calculated after the completion of the project or term of this Agreement.
Client and Service Provider agree that, as an independent contractor, Service Provider is responsible for paying any and all withholding and other taxes imposed by law. No income taxes or payroll taxes of any kind will be paid or withheld by Client. Service Provider agrees to indemnify Client for any tax liability imposed on Client due to Service Provider’s failure to pay any such required taxes.
20. Termination of Agreement
Either Party may terminate this Agreement in the event of a breach of contract by the other party. If Client breaches this Agreement by failing to perform its obligations outlined in this Agreement, Service Provider may terminate this Agreement immediately and Client will not be refunded for any unused project hours. In such an event, Client will also be responsible for any expenses or fees incurred through the date of termination.
If Service Provider breaches this Agreement by failing to perform their obligations outlined in this Agreement, Client may terminate this Agreement immediately and Client will be refunded for any unused project hours that Client has already paid for.
Client or Service Provider may terminate this Agreement for any reason by providing the other party with written notice within 30 days before the next payment is due. If the next monthly project fee under this Agreement is due in less than 30 days from the date notice of termination is provided to the other party, the 30-day notice period shall not begin until the date the next payment becomes due. Within the notice period, Client must pay monthly fees, as well as any additional expenses or fees incurred through the date of termination.
21. Declaration by Service Provider
Service Provider declares that Service Provider has complied with all Federal, State and local laws regarding any required business licenses, permits, or insurance to perform the services outlined under this Agreement.
While Service Provider shall take all reasonable precautions to protect the security of the information Client provides to Service Provider, Client acknowledges the risk of transmitting data electronically and Client transmits such data at Client’s own risk.
Service Provider shall also take all reasonable precautions to protect the security of Client’s property that is entrusted to Service Provider. Service Provider is not responsible for any unauthorized use, loss, damage, or destruction of such property committed by third parties.
23. Force Majeure
In no event shall Service Provider, its directors, officers, employees, agents, or affiliates be liable for any delay or failure to fulfill its obligations to Client under this Agreement if the delay or failure is caused by forces beyond its reasonable control, including without limitation natural and nuclear disasters, fire, flood, riot, war (declared and undeclared), acts of terrorism, revolution, embargoes, strikes, work stoppages, civil or military disturbances, loss of communication or computer services, or acts of God. In any such event, Service Provider shall be relieved of any and all obligations under this Agreement during the applicable Force Majeure and resume performance of its obligations under this Agreement as soon as reasonably practicable.
24. Limitation of Liability
Service Provider’s services and work product are sold “as is.” In no event shall Service Provider, its directors, officers, employees, agents, or affiliates be liable to Client for direct, indirect, special, incidental, punitive or consequential damages, losses or expenses, including loss of profits, loss of goodwill, loss of data, or business disruption, through any action relating to Service Provider’s services or work product, even if Service Provider, its directors, officers, employees, agents, or affiliates have been advised of the possibility of such damages. In any and all circumstances, Client’s maximum remedy and the maximum liability of Service Provider, its directors, officers, employees, agents, or affiliates to Client for any and all cause of action, whether in contract, tort (including negligence), or otherwise, shall be limited to the fees paid by Client to Service Provider under this Agreement during the three (3) month period immediately preceding the events giving rise to the claim.
Client is responsible for ensuring that Client has rights to any Client content provided to Service Provider. Client agrees to indemnify and hold harmless Service Provider for any and all liability, damages, or expenses arising from Client’s failure to ensure against copyright infringement or trademark infringement or a claim or accusation of copyright infringement or trademark infringement made by a third party. Client agrees to indemnify and hold harmless Service Provider from and against any and all third party losses, damages, expenses, liabilities, causes of action, and/or claims arising out of or related to Client’s performance or non-performance of its obligations under this Agreement, or Client’s violation or failure to abide by any laws relating to the terms of this Agreement.
26. Governing Law
This Agreement is governed by the laws of Pennsylvania as if it was executed and wholly performed there. The state and federal courts located in Pennsylvania will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement. Client hereby unconditionally and irrevocably consents to the personal and subject matter jurisdiction of the federal and state courts of the State of Pennsylvania for purposes of any claim or action arising out of or relating to this Agreement.
27. Entire Agreement/Severability
Client and Service Provider agree that this Agreement represents the entire agreement between Client and Service Provider, besides additional specific project details expressly and mutually agreed upon by the Parties in writing. No other agreement, promise, or statement made on or before the Effective Date of this Agreement shall be binding on the Parties. This Agreement may be modified only in writing that is signed by both Parties.
The Parties also agree that if a court determines a provision of this Agreement is unenforceable, the remainder of that provision and the rest of the Agreement shall be severable and will remain in effect.
Client acknowledges that they have read this entire Agreement prior to entering into this Agreement. Client has the right to have this Agreement reviewed by an attorney.