AudiencePoint Service Provider Agreement

1. Introduction

This Service Provider Agreement (“Agreement”) is entered into by and between AudiencePoint, Inc. (“AudiencePoint”) and the service provider signing this Agreement (“Provider”). This Agreement governs the provision of services by the Provider to AudiencePoint. By signing this Agreement, the Provider agrees to comply with the terms set forth herein.

2. Scope of Services

  • Services: The specific services to be provided by the Provider (“Services”) will be described in a separate Statement of Work (SOW), which will be provided to and agreed upon by both parties subsequent to this Agreement. Each SOW is incorporated into this Agreement by reference once signed by both parties.
  • Performance Standards: The Provider agrees to perform the Services in accordance with the standards detailed in the applicable SOW and in compliance with the highest industry standards.

3. Compensation

  • Fees: Compensation for the Services will be as outlined in the applicable SOW.
  • Invoicing and Payment: The Provider will invoice AudiencePoint in accordance with the terms specified in the SOW. AudiencePoint agrees to pay all properly invoiced amounts within thirty (30) days of receipt of each invoice, unless otherwise specified in the SOW.

4. Term and Termination

  • Term: This Agreement will commence upon the effective date and will continue until terminated as provided herein or until completion of the Services as specified in the applicable SOW.
  • Termination: Either party may terminate this Agreement with or without cause upon thirty (30) days written notice to the other party. Specific projects may be terminated according to the terms set out in the respective SOW.

5. Confidentiality

  • Confidential Information: The Provider agrees to maintain the confidentiality of all proprietary information received from AudiencePoint during the term of this Agreement and to use such information only for purposes of performing the Services.
  • Obligations: The Provider shall not disclose any Confidential Information to third parties without the prior written consent of AudiencePoint.

6. Intellectual Property

  • Ownership: All intellectual property rights in any deliverables created by the Provider under this Agreement shall belong exclusively to AudiencePoint.
  • License: The Provider grants AudiencePoint a non-exclusive, royalty-free license to use any materials developed by the Provider under this Agreement solely in connection with the Services provided.

7. Indemnification

The Provider agrees to indemnify, defend, and hold harmless AudiencePoint and its affiliates, officers, agents, employees, and permitted successors from any claim, penalty, tax, tariff loss, or damage, including reasonable attorneys’ fees, related to Provider’s services under this Agreement.

8. Limitation of Liability

AudiencePoint shall not be liable to the Provider or any third party for any indirect, incidental, special, or consequential damages arising out of this Agreement, except for damages arising from gross negligence or willful misconduct.

9. General Provisions

  • Governing Law: This Agreement shall be governed by the laws of the State of Tennessee without regard to its conflict of laws principles.
  • Amendments: No amendment to this Agreement will be effective unless it is in writing and signed by both parties.
  • Severability: If any term of this Agreement is found to be unenforceable, the remaining terms will continue in effect.

10. Contact Information

For any inquiries related to this Agreement or its implementation, please contact:

AudiencePoint, Inc. 820 Broad Street, Suite 201 Chattanooga, TN 37402 Email: support@audiencepoint.com