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Terms & Conditions

1. Invoicing and Payment.

The CIP Group will deduct all payments on a monthly basis via Stripe Payment Systems.

2. Independent Contractors.

Services provided under this Agreement by The CIP Group may, at The CIP Group’s sole discretion, be performed by a subcontractor. It is agreed that The CIP Group (including its employees and contractors) are independent contractors and not employees of Client. Therefore, The CIP Group’s employees and contractors are not eligible for any of Client’s employee benefit programs, including, but not limited to, workers’ compensation, disability insurance, or unemployment compensation.

3. Termination.

Either party may terminate this Agreement with 90 day written notice at any time for any reason. If this Agreement is terminated, it shall, to the fullest extent permitted under applicable law, not relieve Client of its obligation to pay CBS the fees for services provided prior to such termination or otherwise limit the remedies to which a party is otherwise entitled under applicable law.

4. Indemnification.

Client shall indemnify and hold The CIP Group, its affiliates, and their officers, directors, employees, contractors and agents harmless from and against all demands, proceedings, claims, expenses, damages, costs (including attorneys’ fees), actions, liabilities or losses resulting from, relating to or arising out of or in connection with The CIP Group’s and its employees’, contractors’, agents’ and representatives’: (a) performance of the services under this Agreement or any activities in connection therewith; (b) failure to perform obligations under this Agreement; or (c) any acts or omissions resulting in negligence or gross negligence or reckless or willful misconduct. The provisions of this paragraph shall survive the termination or expiration of all or any part of this Agreement.

5. Arbitration.

Any dispute concerning this Agreement (a “Dispute”) will be submitted to and settled exclusively by binding arbitration, in accordance with the provisions of this section, subject only to any applicable requirement of law that the parties engage in a preliminary non-binding mediation regarding fee disputes. Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Service (“JAMS”) or other recognized arbitration provider with an office in the greater Boston, Massachusetts area, and shall be conducted in accordance with the JAMS Streamlined Rules & Procedures (the “JAMS Rules”). Arbitration shall be held in Suffolk County, Commonwealth of Massachusetts, before an arbitrator selected pursuant to the JAMS Rules who will have no personal or pecuniary interest, either directly or indirectly, from any business or family relationship with either of the parties. In addition to the procedures set forth in the JAMS Rules, each party will have the further right to reject the arbitrator selected in accordance with the JAMS Rules; this right may be exercised only two times and must be exercised in writing within three business days of receiving notification of the appointment of the arbitrator. All decisions of the arbitrator will be final, binding, and conclusive on the parties.

The parties will equally share the costs of the arbitrator and the arbitration fee (if any). Each party will bear its own attorneys’ fees and costs, and the prevailing party will not be entitled to reimbursement by any other of any of its fees or costs incurred in connection with the arbitration, regardless of any rule to the contrary in the applicable arbitration rules. Either party may seek confirmation of the arbitration award in the Suffolk County Superior Court, Commonwealth of Massachusetts, and each party hereby consents to the exclusive jurisdiction and venue of the Suffolk County Superior Court, Commonwealth of Massachusetts, in any claim or action arising hereunder.

6. Miscellaneous.

  • Choice of Law. This Agreement shall be subject to and governed by the laws of the Commonwealth of Massachusetts.
  • Entire Agreement. This Agreement and all Schedules attached hereto constitute the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, with respect to the matters contained herein.
  • Amendment or Modification. This Agreement may be amended or modified only in writing signed by both parties hereto. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.
  • Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other, except as part of a transfer of all or substantially all assets of the party, provided that the transferee assumes all obligations of the transferor hereunder. If assignment of this Agreement is approved or consented to, this Agreement shall inure to the benefit of and be binding upon the parties hereto and the approved assignee; provided, however, any obligation or duty incurred by the assignor prior to such assignment shall continue to exist until fully discharged by the performance, release or expiration of such pursuant to the terms of this Agreement with respect to the assignee.
  • Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties had signed the same document. Electronic or facsimile delivery of copies of each party’s executed signature page shall constitute effective execution and delivery of the Agreement by each party
  • Severability. If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to such other persons, entities. or circumstances shall not be affected thereby, and shall be enforced to the greatest extent permitted by law. Furthermore, in lieu of such void or unenforceable clause(s), the parties shall add as a part of this Agreement a clause as similar in terms to such void or unenforceable clause(s) as may be possible, valid and enforceable.
  • Representation by Counsel; Interpretation. Client and The CIP Group acknowledge that each of them has had the opportunity to seek counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived
  • Force Majeure. If the performance by either The CIP Group or Client of any of its respective obligations under this Agreement (except for payment obligations) is prevented by an event of Force Majeure, then such performance shall be excused for the amount of time such performance is prevented by the event of Force Majeure. Force Majeure shall mean a strike or labor stoppage by employees of The CIP Group, riot, fire, flood, invasion, civil war, commotion, insurrection, military or usurped power, or an act of terrorism, or any other act, event or circumstances beyond the reasonable control of the party affected
  • Limitation of Liabilities. Neither party shall be liable for any damages (i) in excess of the amounts paid under this Agreement, (ii) resulting from loss of data, (iii) or for any special, incidental, indirect, punitive or consequential damages of any kind, including but not limited to lost profits.