HiBridge Services Agreement
(White Label Delivery by Snapscale)
Introduction
These Terms and Conditions ("Agreement") are made as of the date accepted by Client ("CL") and are by and between HiBridge ("HB") and Client.
Client acknowledges that HiBridge may engage affiliated service providers, including Brobizco LLC d/b/a Snapscale ("Snapscale"), to perform services under this Agreement.
By submitting this Agreement, CL acknowledges and agrees that it has accepted and is bound by the terms of this Agreement.
The Statement of Work ("Statement of Work" or "SOW") completed by Client simultaneously herewith shall be deemed incorporated into and made a part of this Agreement.
1. Scope of Work
1.1 Services
"Services" means the services to be performed by HiBridge as set forth in each mutually agreed upon Statement of Work.
HiBridge may perform such Services directly or through affiliated service providers, including Brobizco LLC d/b/a Snapscale ("Snapscale").
Each Statement of Work entered into by the parties shall reference this Agreement and is incorporated herein. HiBridge shall remain the contracting party responsible to Client for delivery of the Services regardless of whether such Services are performed directly by HiBridge or by its service providers.
1.2 Relationship of the Parties
HiBridge shall be deemed an independent contractor of Client. All persons retained by HiBridge or its service providers to perform Services shall be employees or contractors of HiBridge or such service providers and shall not be employees of Client.
1.3 Place of Work
Client understands and agrees that some or all of the Services may be performed from locations outside the United States using employees or contractors of HiBridge or its service providers, including Snapscale.
1.4 Service Delivery Partners
Client acknowledges that HiBridge may utilize affiliated service providers and subcontractors to deliver portions of the Services described in any Statement of Work. Such service providers may include Brobizco LLC d/b/a Snapscale ("Snapscale").
Snapscale may provide operational staffing, management, and support services in connection with this Agreement. HiBridge shall remain responsible to Client for fulfillment of the Services under this Agreement.
2. Client Responsibilities
Client shall cooperate with HiBridge by providing such information, documents, and access to Client personnel as reasonably required to perform the Services specified in a Statement of Work.
3. Fees and Payments
3.1 Procurement Fee
A one-time procurement fee equal to one week of the assigned employee's compensation shall be paid by Client unless otherwise specified in the applicable Statement of Work. This fee covers recruitment, onboarding, equipment preparation, and initial setup costs.
3.2 Expenses
Client shall reimburse HiBridge or its service providers for authorized and documented expenses reasonably incurred in the performance of the Services.
3.3 Invoices
Unless otherwise specified in the Statement of Work, Services will be invoiced weekly.
3.4 Payment Terms
Each invoice shall be due and payable within seven (7) calendar days after receipt. Any undisputed past due amounts shall accrue interest at the maximum rate permitted by law.
If Client disputes any portion of an invoice, Client must notify HiBridge in writing within five (5) business days detailing the nature of the dispute. Undisputed portions must be paid as scheduled.
3.5 Payment Direction
Client acknowledges that although HiBridge is the contracting party under this Agreement, Snapscale will administer operational delivery and invoicing for certain Services performed under this Agreement.
Accordingly, invoices may be issued by Snapscale, and Client agrees that payment for Services may be made directly to Snapscale. Any payment made to Snapscale shall be deemed payment made to HiBridge and shall fully satisfy Client’s payment obligations under this Agreement.
4. Ownership
4.1 Client Property
Client retains ownership of all intellectual property and materials provided to HiBridge or Snapscale in connection with the Services.
4.2 Service Provider Materials
Any methodologies, software, processes, or materials developed or provided by HiBridge or its service providers including Snapscale shall remain the property of the originating party.
5. Confidentiality
Each party may receive confidential information belonging to the other. Each party agrees to use reasonable care to protect such information and not disclose it except as required to perform obligations under this Agreement.
Confidential information shall include information that is either marked confidential or reasonably understood to be confidential under the circumstances.
6. Indemnification
Each party agrees to defend and indemnify the other from claims arising from breaches of this Agreement or violations of applicable law.
7. Warranties
HiBridge represents that Services will be performed in a commercially reasonable manner consistent with industry standards. Except as expressly stated in this Agreement, no other warranties are provided.
8. Limitation of Liability
The total liability of either party under this Agreement shall not exceed the total amount paid by Client during the six (6) months preceding the event giving rise to the claim.
Neither party shall be liable for indirect or consequential damages. These limitations shall not apply to indemnification obligations, breaches of confidentiality, or gross negligence or willful misconduct.
9. Term and Termination
This Agreement shall begin on the Effective Date and continue until termination. Either party may terminate the Agreement for material breach upon thirty (30) days written notice if the breach is not cured. Statements of Work may include additional termination provisions.
10. General Provisions
10.1 Entire Agreement
This Agreement and any Statement of Work constitute the entire agreement between the parties.
10.2 Arbitration
Any disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association in New Jersey.
10.3 Governing Law
This Agreement shall be governed by the laws of the State of Virginia.
10.4 Subcontracting
HiBridge may subcontract Services to affiliated providers including Snapscale. HiBridge shall remain responsible for performance.
10.5 Non-Solicitation
During the term of this Agreement and for one year thereafter, Client shall not solicit or hire employees or contractors of HiBridge or its service providers including Snapscale with whom Client had material contact.
10.6 HIPAA Compliance
To the extent applicable, both parties shall comply with HIPAA and related regulations and enter into a Business Associate Agreement where required.
