PROFESSIONAL SERVICES AGREEMENT – TERMS & CONDITIONS

This Professional Services Agreement (this “Agreement”) is entered into and made effective as of today (the “Effective Date”), by and between Smart Gladiator LLC, a Georgia limited liability company with its principal place of business at 75 5th Street NW, Suite 460, Atlanta, GA 30308 USA (“Company” or “LoadProof”), and the visitor / user of this website or web portal (“Client”).
Company and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Company has developed and provides an enterprise software-as-a-service platform known as LoadProof, designed for visual chain-of-custody, dock door management, yard management, Supply chain management, logistics management, distribution management, warehouse management, transportation management and logistics margin protection (the “SaaS Platform”), along with specialized hardware solutions;
WHEREAS, Client desires to engage Company to perform certain professional services, which may include, but are not limited to, software implementation, onboarding, custom systems integration, warehouse staff training, and the provisioning and staging of associated hardware; and
WHEREAS, the Parties desire to establish the master terms and conditions under which Company will provide such professional services and hardware to Client pursuant to one or more mutually executed Statements of Work.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
1.1. “Acceptance Criteria” means the specific, objective specifications, functional requirements, and testing parameters for Deliverables or Services as expressly defined and documented in an applicable Statement of Work.
1.2. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or other ownership interests.
1.3. “Change Order” means a formal written document, signed by authorized representatives of both Company and Client, that legally modifies the scope, schedule, fees, acceptance criteria, or other terms of an existing, executed Statement of Work.
1.4. “Client Data” means all text, graphics, images, music, audio, video, information, data feeds, and other materials uploaded, provided, or made available by Client or Client’s authorized users to Company in connection with the Services or the SaaS Platform.
1.5. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company’s Confidential Information includes the Pre-Existing IP, pricing models, source code, and Deliverables.
1.6. “Deliverables” means any custom configurations, reports, integration code, APIs, documentation, training materials, or other tangible or intangible work product specifically created for and delivered to Client by Company as part of the Services under an SOW. Deliverables expressly exclude the underlying SaaS Platform and all Pre-Existing IP.
1.7. “Hardware” means the physical devices and physical accessories provided by Company in connection with the Services as detailed in an SOW, including but not limited to Samsung Galaxy Tab Active or any other device recommended by the Company (Smart Gladiator team), series devices, protective ruggedized cases, operational straps, screen protectors, and power cords. This also includes other hardware such as Pallet tunnel, Stretch wrap mount, packing station mount, aluminum frames, and any other mounting hardware provided by the Company.
1.8. “Pre-Existing IP” (also referred to as Background IP) means all intellectual property rights, methodologies, software, tools, algorithms, materials, trade secrets, concepts, and know-how owned by or licensed to Company prior to the Effective Date or developed independently of the Services provided hereunder. This includes, without limitation, the core LoadProof SaaS Platform, the SG Lockdown App, the SG Mirror App, the LoadProof Viewer App, the LoadProof Forms App and any other apps or tools provided by the Company and all underlying code and architectures.
1.9. “Professional Services” or “Services” means the consulting, implementation, configuration, systems integration, hardware provisioning, staging, training, or other managed professional services provided by Company to Client as explicitly described in a valid Statement of Work.
1.10. “Statement of Work” or “SOW” means a written document executed by both Parties that describes the specific Professional Services to be performed, Deliverables to be provided, Hardware to be provisioned, project schedule, milestones, and associated fees.
1.11. “Term” means the duration of this Agreement as set forth in Section 13.1, or the duration of an individual SOW as specified therein.
2. SCOPE OF SERVICES AND STATEMENTS OF WORK
2.1. Provision of Services. Subject to the terms and conditions of this Agreement, Company shall perform the Professional Services and provide the Deliverables and Hardware as set forth in one or more SOWs mutually executed by the Parties. Each SOW shall be governed by and incorporated into this Agreement by reference.
2.2. Order of Precedence. In the event of a conflict or inconsistency between the terms of this Agreement and the terms of an SOW, the terms of this Agreement shall control, unless the SOW expressly and specifically identifies the exact section of this Agreement to be superseded and explicitly states the Parties’ intent to override it for the purposes of that specific SOW only.
2.3. Independent Contractor Status. The relationship of the Parties is that of independent contractors. Personnel supplied by Company shall not be deemed employees, agents, partners, or joint venturers of Client. Company retains the sole right to direct and control the manner, means, and methods of performing the Services, including the assignment of specific personnel.
2.4. Subcontracting and Personnel. Company reserves the right, in its sole discretion, to utilize independent contractors, affiliates, or subcontractors to perform portions of the Services, including on-site hardware staging or specialized system integrations. Notwithstanding the foregoing, Company shall remain fully responsible for the performance of such subcontractors, their compliance with the confidentiality and security obligations of this Agreement, and the overall delivery of the Services.
3. CHANGE MANAGEMENT AND SCOPE CONTROL
3.1. Change Requests. The Parties acknowledge that the scope of a project may evolve. Either Party may request a change to the scope of Services, timeline, Deliverables, or Hardware quantities described in an active SOW. Client acknowledges that any requirements, features, integrations, or hardware provisions not expressly documented within the scope of an executed SOW are deemed strictly outside the scope of the engagement and will require a formal Change Order.
3.2. Change Order Process.
(a) If Client requests a change, Company shall evaluate the request in good faith and, if commercially feasible, provide a written Change Order specifying the impact on project scope, delivery timelines, hardware requirements, and Fees.
(b) If Company requests a change (e.g., due to unforeseen technical complexities in Client’s legacy WMS systems), it shall submit a proposed Change Order to Client detailing the necessity and the corresponding adjustments to the project parameters.
3.3. Execution and Continuation. No Change Order shall be legally binding upon either Party unless and until it is signed by authorized representatives of both Parties. Until a Change Order is fully executed, Company shall continue to perform the Services and bill for its time as originally specified in the existing SOW. If the Parties cannot agree on a Change Order, Company is only obligated to perform the scope defined in the original SOW.
4. CLIENT OBLIGATIONS AND DEPENDENCIES
4.1. Cooperation and Timely Access. Client acknowledges that Company’s ability to perform the Services within the estimated timelines is entirely contingent upon Client’s timely cooperation. Client shall provide Company, its personnel, and subcontractors with prompt, secure access to Client’s facilities, network infrastructure, IT environments, databases, WMS/ERP systems, and Client Data as reasonably necessary for Company to perform the Services.
4.2. Project Management and Feedback. Client shall designate a primary project manager who shall possess the authority to make binding decisions and act on behalf of Client regarding the SOW. Client agrees to provide timely reviews, approvals, user acceptance testing, and feedback as required by the project schedule outlined in the SOW.
4.3. Client Delays and Tolling. Company shall not be liable for any delay, failure to perform, or breach of warranty resulting directly or indirectly from Client’s failure to fulfill its obligations under this Section 4 or the dependencies listed in the SOW. In the event of a Client-caused delay, all performance deadlines for Company shall be tolled on a day-for-day basis. If a delay by Client causes Company to incur additional costs, resource reallocation expenses, or idle time, Company reserves the right to issue a Change Order to equitably adjust the project timeline and Fees accordingly.
5. DELIVERY, TESTING, AND ACCEPTANCE PROCEDURES
5.1. Delivery. Company shall deliver the Deliverables, stage the Hardware, and complete the Services in material accordance with the milestones and timelines set forth in the applicable SOW.
5.2. Acceptance Testing Period. Unless an alternative testing protocol is explicitly specified in the SOW, Client shall have a period of ten (10) business days following the delivery of a Deliverable or the completion of a specific Service milestone (the “Testing Period”) to test, review, and evaluate the Deliverable to verify that it conforms in all material respects to the Acceptance Criteria.
5.3. Notice of Nonconformity. If Client determines that a Deliverable materially fails to meet the Acceptance Criteria, Client must provide detailed, written notice to Company prior to the expiration of the Testing Period. This notice must specifically identify the defect, error, or failure to meet the Acceptance Criteria (a “Material Error”) and provide sufficient data to allow Company to reproduce the issue.
5.4. Cure Period and Re-performance. Upon receipt of a valid notice of nonconformity, Company shall use commercially reasonable efforts to correct the Material Error and re-deliver the conforming Deliverable within thirty (30) days, unless otherwise agreed to in writing. Following re-delivery, Client shall have an additional five (5) business days to review the corrected Deliverable against the original Acceptance Criteria.
5.5. Deemed Acceptance. A Deliverable or Service shall be legally deemed accepted by Client upon the earliest occurrence of any of the following events:
(a) Written confirmation of acceptance provided by Client;
(b) Expiration of the Testing Period (or any subsequent re-testing period) without Company’s receipt of a written notice of nonconformity; or
(c) Client’s productive, commercial, or live operational use of the Deliverable, Service, or Hardware in a production environment.
6. HARDWARE PROVISIONING, USAGE, AND RESTRICTIONS
6.1. Hardware Specifications and Staging. If an SOW includes the provisioning of Hardware, Company shall provide the devices listed in the Device Bill of Materials. This typically includes Samsung Galaxy Tab Active series devices, pre-loaded with Company’s proprietary applications (including the SG Lockdown App, SG Mirror App, Load Proof Viewer App, and LoadProof Forms App), protective ruggedized casing, and power accessories.
6.2. Network Requirements and SIM Cards. Hardware provided by Company may be equipped with specific cellular SIM cards to facilitate continuous cloud synchronization. Client acknowledges and agrees that these SIM cards shall be used exclusively within Company-approved Hardware. Client is strictly prohibited from removing SIM cards and inserting them into non-approved devices, personal smartphones, or third-party equipment. Only Company devices are optimized and tested for the data plans associated with these SIM cards. Client shall be solely and entirely liable for any exorbitant data fees, uncapped usage charges, or penalties resulting from the unauthorized transfer, misuse, or abuse of SIM cards.
6.3. Hardware Life Expectancy and Wear. Client acknowledges that the functional life expectancy of the Hardware is approximately 5 to 7 years, and the battery life expectancy is approximately 1.5 to 5 years, highly dependent on warehouse environmental factors, charging habits, and usage intensity. Hardware involves natural physical wear and tear. Devices perform optimally only when utilized with standard operational care. Company is not responsible for rapid battery degradation caused by Client’s failure to adhere to recommended charging protocols.
7. FEES, INVOICING, AND TAXES
7.1. Professional Services and Hardware Fees. Client shall pay Company the fees set forth in the applicable SOW (“Fees”). Unless otherwise expressly specified in the SOW, Professional Services are provided on a time-and-materials (T&M) basis at Company’s then-current standard hourly rates, or upon the completion of specific fixed-fee milestones. Hardware fees shall be billed as specified in the SOW.
7.2. Travel and Out-of-Pocket Expenses. Unless the SOW states that expenses are included in a fixed fee, Client shall reimburse Company for all reasonable, documented, out-of-pocket travel, lodging, meal, and incidental expenses incurred by Company personnel in connection with the performance of on-site Services.
7.3. Site Setup Fee and Publicity Exemption. A standard, one-time site setup fee of $1,000.00 USD applies to all new LoadProof site implementations and facility onboardings. However, Company agrees to waive this setup fee entirely in exchange for Client granting Company the explicit right to use Client’s corporate name, logos, and trademarks for promotional purposes on the LoadProof platform, marketing materials, testimonials, case studies, and social media sites. By accepting the fee waiver in the SOW, Client provides this approval. If Client revokes this right, demands the removal of its logo, or opts out of publicity at any time, the $1,000.00 site setup fee per site shall immediately become due and payable by Client.
7.4. Invoicing and Payment Terms. Company shall invoice Client as set forth in the SOW. If the SOW is silent on invoicing frequency, T&M services shall be invoiced monthly in arrears, and fixed-fee milestones shall be invoiced upon Acceptance. Client shall pay all undisputed amounts within thirty (30) days of the invoice date. All payments shall be made in United States Dollars (USD).
7.5. Late Payments and Suspension. Any undisputed amount not paid when due shall accrue late charges at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. In addition to any other legal remedies, Company reserves the right to suspend the provision of Services, hardware shipments, and access to the SaaS Platform if Client’s account falls into arrears and remains uncured for ten (10) days following notice of non-payment.
7.6. Taxes. The Fees do not include local, state, federal, or foreign taxes, value-added taxes (VAT), levies, duties, or similar governmental assessments of any nature. Client is responsible for paying all applicable taxes associated with its purchases hereunder.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Ownership of Pre-Existing IP. The Parties acknowledge that Company brings to this engagement significant pre-existing technologies, methodologies, and platforms. Company and its licensors shall retain all right, title, and interest, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Pre-Existing IP. Nothing in this Agreement, nor any SOW, shall be construed or interpreted to transfer, assign, or relinquish any ownership rights in the Pre-Existing IP to Client.
8.2. Ownership and Licensing of Deliverables. The Parties expressly agree that no Deliverable created under this Agreement shall be considered a “work made for hire.” All right, title, and interest in and to the Deliverables, including all underlying source code, configurations, APIs, and intellectual property embedded therein, shall remain the sole and exclusive property of Company. Subject to Client’s payment in full of all applicable Fees, Company hereby grants Client a non-exclusive, non-transferable, worldwide, royalty-free license to use, execute, and display the Deliverables solely for Client’s internal business operations and strictly in connection with Client’s authorized subscription and use of the LoadProof SaaS Platform.
8.3. Ownership of Client Data. Client hereby grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, translate, distribute, publish, and process the Client Data strictly for the purposes of performing the Services, providing technical support, conducting disaster recovery, and operating the SaaS Platform on behalf of Client.
8.4. Feedback and Continuous Improvement. If Client or its users provide any input, comments, suggestions, or feedback regarding the Services, Hardware, Deliverables, or SaaS Platform (“Feedback”), Client acknowledges and agrees that such Feedback shall be considered the sole property of Company. Client hereby assigns to Company all right, title, and interest in and to such Feedback. Company shall be entitled to use, implement, and commercialize the Feedback for any purpose, including the improvement of its products, without restriction, attribution, or remuneration of any kind to Client.
9. WARRANTIES AND DISCLAIMERS
9.1. Professional Services Warranty. Company warrants that the Professional Services will be performed in a professional, timely, and workmanlike manner consistent with generally accepted industry standards for similar enterprise logistics software services. Client must notify Company in writing of any alleged breach of this Services Warranty within ninety (90) days from the last day of performance of the applicable Services.
9.2. Exclusive Services Remedy. Upon valid notice of a breach of the Services Warranty, and Company’s determination of the validity of such breach, Company’s sole and exclusive obligation, and Client’s sole and exclusive remedy, shall be, at Company’s option, either (a) re-performance of the non-conforming Services at Company’s expense, or (b) if re-performance is commercially impractical, a refund of the Fees actually paid by Client for the specific, deficient Professional Services.
9.3. Hardware Equipment Warranty. Company warrants that all Company-manufactured or directly supplied Hardware will be free of material defects in materials and workmanship for a period of one (1) year from the date of shipment from a Company facility. This limited warranty is extended solely to the original Client and is non-transferable.
9.4. Hardware Warranty Exclusions. The hardware warranty in Section 9.3 covers only defects arising under normal operational use. It strictly and completely excludes malfunctions, failures, or damages resulting in whole or in part from: (a) misuse, abuse, mishandling, neglect, or improper storage; (b) unauthorized alterations, modifications, or attempts to repair by anyone other than Company; (c) power failures, surges, excessive heat/cold, highly corrosive environments, or acts of nature; (d) usage not in accordance with product instructions; and (e) normal wear and tear of consumable goods, including batteries, tooling, cables, harnesses, leather or nylon straps, fabric sleeves, and screen protectors. Furthermore, alterations to any part of the Hardware without Company’s written authorization unconditionally voids the warranty.
9.5. Hardware RMA Procedures. To be entitled to rights under the Hardware Warranty, Client must notify Company in writing within thirty (30) days of discovering a suspected defect. Before shipping any product, Client must obtain a written return authorization (RMA) from Company. Upon receipt of an RMA, Client is responsible for packing and shipping the product to the designated facility. Company will, at its sole discretion, authorize repair or replacement of the defective product with new, rebuilt, or refurbished equipment of equal or improved quality. Rebuilt equipment may bear cosmetic blemishes that do not affect performance.
9.6. Third-Party Equipment Disclaimer. Original Equipment Manufacturer (OEM) or third-party equipment incorporated into Company Hardware (including but not limited to PCs, Tablets, LCDs, PLCs, motors, and drives) is covered only by the specific warranty terms of the respective supplier or OEM. Company assumes no independent warranty obligations for such third-party components.
9.7. General Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, COMPANY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICES, DELIVERABLES, AND HARDWARE ARE PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THAT THE SERVICES OR HARDWARE WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED.
10. LIMITATION OF LIABILITY
10.1. Exclusion of Consequential and Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF USE, OR THE DESTRUCTION, CORRUPTION, OR LOSS OF DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.2. Aggregate Liability Cap. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE CUMULATIVE, AGGREGATE LIMIT OF COMPANY’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE, OR OTHERWISE) TO CLIENT OR TO ANY THIRD PARTY CONCERNING THE SERVICES, DELIVERABLES, HARDWARE, OR IN ANY MANNER RELATED TO THIS AGREEMENT OR ANY STATEMENT OF WORK, SHALL NOT EXCEED THE ACTUAL FEES PAID BY CLIENT TO COMPANY UNDER THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
11. INDEMNIFICATION
11.1. Indemnification by Company. Company shall defend Client against any claim, demand, suit, or proceeding made or brought against Client by an unaffiliated third party alleging that the Deliverables or Pre-Existing IP, when used in accordance with this Agreement, infringe or misappropriate such third party’s valid United States patent, copyright, or trademark. Company shall indemnify Client for any damages, attorney fees, and costs finally awarded against Client by a court of competent jurisdiction as a result of such claim, or agreed to in a settlement by Company.
This obligation shall not apply to any infringement claim arising from: (a) Client Data; (b) the combination, operation, or use of the Deliverables with non-Company software, hardware, or processes if the claim would not have occurred but for such combination; (c) modifications made to the Deliverables by anyone other than Company; or (d) Client’s continued use of the allegedly infringing material after being provided with modifications that would have avoided the alleged infringement.
11.2. Indemnification by Client. Client shall defend, indemnify, and hold harmless Company, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) caused by or arising out of claims based upon: (a) Client’s violation of any applicable laws or regulations; (b) allegations that the Client Data infringes, misappropriates, or violates the intellectual property rights, privacy rights, or publicity rights of any third party; or (c) Client’s fraudulent or illegal acts, or gross negligence in the use of the Hardware, SIM cards, or Services.
11.3. Indemnification Procedures. The indemnifying Party’s obligations under this Section 11 are subject to the indemnified Party: (a) providing prompt written notice of the claim; (b) granting the indemnifying Party sole control over the defense and settlement of the claim (provided that the indemnifying Party may not settle any claim that requires the indemnified Party to admit liability or pay money without prior written consent); and (c) providing reasonable cooperation and assistance at the indemnifying Party’s expense.
12. CONFIDENTIALITY, DATA PROTECTION, AND SECURITY
12.1. Protection of Confidential Information. The Receiving Party shall exercise the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own highly sensitive confidential information of like kind (but in no event less than reasonable care). The Receiving Party shall not use any Confidential Information for any purpose outside the scope of this Agreement and shall not disclose it to any third party except to its employees, affiliates, contractors, and legal/financial advisors who have a strict “need to know” for purposes consistent with this Agreement and who are bound by written confidentiality obligations at least as protective as those herein.
12.2. Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information if compelled by law or court order, provided it gives the Disclosing Party prior notice and reasonable assistance to contest the disclosure.
12.3. Data Privacy and Regulatory Compliance. Company shall collect, process, and maintain any personal data contained within the Client Data in accordance with its Privacy Policy (available at https://loadproof.com/privacy-policy/) and applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), where applicable. Client acknowledges and consents that Client Data may be transferred to and maintained on computers located within the United States.
12.4. Data Backups and Limitations. The SaaS Platform shall follow archiving procedures as established by Company. However, Company shall not be liable under any circumstances for any unauthorized access, destruction, alteration, or loss of Client Data that is beyond its reasonable control, or caused by third parties. In the event of data loss, Client’s sole and exclusive remedy shall be for Company to use reasonable commercial endeavors to restore the data from the latest back-up maintained by Company.
12.5. Call Recording Consent. Client acknowledges and agrees that Company may monitor and record calls, conversations, and electronic communications between Client and Company representatives for quality assurance, training, and internal business development purposes. By communicating with Company, Client consents to such monitoring and recording.
13. TERM AND TERMINATION
13.1. Term of Agreement. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either Party in accordance with this Section 13. Each SOW shall specify its own term and project schedule. The expiration or termination of one SOW shall not affect the validity of this Agreement or any other active SOWs.
13.2. Termination for Cause. Either Party may terminate this Agreement, or any specific applicable SOW, for cause: (a) upon thirty (30) days prior written notice to the other Party of a material breach of this Agreement or the SOW, provided that such breach remains uncured at the expiration of the thirty (30) day notice period; or (b) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
13.3. Prohibition on Termination for Convenience. Due to the substantial upfront capital expenditure, hardware procurement logistics, and resource allocation required to initiate Professional Services, Client may not terminate this Agreement or any executed SOW for convenience. Once an SOW is executed, Client remains legally responsible for the payment of all Fees set forth therein for the full duration of the SOW term. This aligns with Company’s 12-month minimum term requirement for its SaaS subscriptions.
13.4. Effect of Termination. Upon the expiration or termination of this Agreement or any SOW for any reason: (a) Client shall immediately pay Company all Fees for Services performed, Hardware provided, and non-cancelable expenses incurred up to the effective date of termination; (b) all licenses granted to Client for Deliverables under the terminated SOWs shall immediately cease; and (c) Company shall retain Client Data for a period of ninety (90) days post-termination, after which such data will be permanently deleted unless otherwise required by law, pursuant to Company’s data retention policies.
13.5. Survival. Any provision of this Agreement that, by its nature, should survive the expiration or termination of this Agreement shall so survive. This includes, without limitation, Sections 1 (Definitions), 6.2 (SIM Cards), 7 (Fees), 8 (Intellectual Property), 9.7 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Dispute Resolution), and 15 (General Provisions).
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law. This Agreement, and all matters arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the applicable laws of the State of Georgia, and specifically Fulton County, without regard to its conflict of law principles or physical location of the Client.
14.2. Binding Arbitration. In the interest of resolving disputes in the most expedient and cost-effective manner, the Parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, the breach, termination, enforcement, interpretation, or validity thereof, or the provision of Services and Hardware, shall be resolved exclusively by binding arbitration. Arbitration utilizes a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. The award of the arbitration shall be final and binding upon both Parties.
14.3. Venue and Language. The exclusive venue for arbitration shall be Fulton County, Georgia, United States of America. The seat of Arbitration shall be the U.S.A., and the language used for all arbitration proceedings shall be English.
14.4. Exceptions to Arbitration. Notwithstanding the binding arbitration requirement, each Party retains the right to bring an individual action in small claims court and the right to seek immediate injunctive or other equitable relief in a court of competent jurisdiction located in Fulton County, Georgia, to prevent the actual or threatened infringement, misappropriation, or violation of a Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
14.5. Class Action Waiver. CLIENT AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The arbitrators may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
15. GENERAL PROVISIONS
15.1. Entire Agreement. This Agreement, together with all executed Statements of Work, Change Orders, and Exhibits hereto, constitutes the entire agreement and understanding between the Parties with respect to the specific subject matter hereof. It supersedes all prior or contemporaneous agreements, negotiations, representations, understandings, or covenants (whether written, oral, or implied) regarding such subject matter. Any statement, inducement, promise, or condition not expressly found in this Agreement shall be deemed void.
15.2. Force Majeure. Neither Party shall be held liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments of Fees due hereunder) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the affected Party. These circumstances include, but are not limited to: acts of God, natural disasters, fires, floods, sabotage, accidents, riots, strikes, lockouts, labor disputes, civil unrest, shortages of supplies or materials, computer hacking, malicious cyber damage, or government actions.
15.3. Assignment. Client shall not assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Company, which consent may be withheld in Company’s sole discretion. Company may assign its rights and delegate any of its obligations under this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Client’s consent. Any attempted assignment in violation of this Section shall be null and void.
15.4. Severability. Each term and provision of this Agreement shall be deemed severable. If any term or provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other term or provision. The Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.
15.5. No Waiver. The failure or delay of Company to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by Client of any of the provisions hereof, shall in no way be construed to be a present or future waiver of such provisions. The express waiver by Company of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. All consents or waivers must be confirmed in writing and signed by the consenting or waiving Party.
15.6. Notices. All notices, requests, consents, claims, demands, and other communications required under this Agreement shall be in writing. Communication with Company will be mainly electronic. Notices will be deemed received and properly served immediately when posted on the SaaS Platform, twenty-four (24) hours after an email is sent to the designated authorized contact, or three (3) days after the date of posting any letter via certified postal mail. For emails, it is sufficient proof of service that the email was sent to the specified email address. Legal notices to Company regarding breach or indemnification must be sent to: info@smart-gladiator.io, with a physical copy mailed to Smart Gladiator LLC, 75 5th Street NW, Suite 460, Atlanta GA 30308.
15.7. Export Compliance. The Services, SaaS Platform, Deliverables, and Hardware may be subject to United States export control laws and regulations. Client agrees to comply fully with all applicable export laws and regulations of the United States and foreign jurisdictions to ensure that neither the software nor the hardware are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
15.8. Counterparts and Electronic Signatures. This Agreement, as well as any SOWs or Change Orders, may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. By using the services, or executing documents via digital signature platforms, Client is deemed to have executed this Agreement electronically.
IN WITNESS WHEREOF, the Parties hereto have caused this Professional Services Agreement to be executed by their duly authorized representatives as of the Effective Date.
Smart Gladiator LLC (LoadProof)
By: ____________________________________
Name: __________________________________
Title: ___________________________________
Date: ___________________________________
By: ____________________________________
Name: __________________________________
Title: ___________________________________
Date: ___________________________________

EXHIBIT A

FORM OF STATEMENT OF WORK

Statement of Work #
This Statement of Work (“SOW”) is entered into as of **** (“SOW Effective Date”) by and between Smart Gladiator LLC (“Company”) and **** (“Client”) and is governed by and incorporated into the Professional Services Agreement executed between the Parties dated **** (the “Agreement”).
1. Project Description and Objectives
This SOW outlines the delivery, configuration, and implementation of the LoadProof platform for Client’s warehouse facilities. The objective is the complete implementation of LoadProof visual chain-of-custody tracking across three (3) regional distribution centers, including the physical staging of hardware and the development of an integration API bridging LoadProof with Client’s legacy Yard Management System (YMS).
2. Scope of Professional Services
Company will perform the following specific Services:
  • Hardware Setup & Staging: Configuration, battery testing, software flashing, and staging of **** Samsung Galaxy Tab Active devices prior to shipment.
  • Software Configuration: Setup of the LoadProof SaaS cloud environment, tenant creation, and user role/permission mapping for up to fifty (50) users.
  • Custom Integration: Development and deployment of a unidirectional API script to pull daily load manifest data from Client’s existing WMS into the LoadProof platform.
  • Training & Change Management: Delivery of two (2) remote, instructor-led training webinars for warehouse floor managers and regional IT administrators.
3. Hardware Provisioning (Device Bill of Materials)
Pursuant to Section 6 of the Agreement, Company shall provision and ship the following Hardware to Client’s designated facilities:
  • **** Samsung Galaxy Tab Active **** Devices
  • **** Ruggedized Protective Cases & Lanyards/Straps
  • **** Industrial Screen Protectors (pre-applied)
  • **** OEM Power Cords and Wall Adapters
  • Software Payload: Devices will ship pre-loaded with the LoadProof App, SG Lockdown App, SG Mirror App, Load Proof Viewer App, and LoadProof Forms App.
4. Client Dependencies and Obligations
Client agrees to provide the following resources, access, and personnel to ensure the project remains on schedule:
  • Provision of VPN access or API security tokens to Client’s WMS test environment no later than ****.
  • Designation of a single technical point of contact (Project Sponsor) with decision-making authority.
  • Ensuring adequate, enterprise-grade Wi-Fi network coverage at the deployment sites capable of handling image/video payloads prior to device arrival.
5. Milestones, Timeline, and Acceptance Criteria
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Phase Description of Milestone / Deliverable Estimated Completion Acceptance Criteria for Milestone
1 Hardware Provisioning & Staging Week 2 Devices shipped to locations and successfully power on and connect to local networks.
2 WMS Integration Script Delivery Week 4 Script successfully passes sample manifest data between the WMS sandbox and LoadProof without material errors.
3 User Training Week 5 Completion of 2 remote webinar sessions and delivery of PDF training decks.
4 Production Go-Live Week 6 Production environment active; end-users capable of uploading photos to the cloud.
6. Commercial Terms and Fees
  • Professional Services Fee: **** USD (Fixed Fee for integration and training).
  • Hardware Procurement Fee: **** USD.
  • Site Setup Fee Waiver: The $1,000 setup fee is **** pursuant to Section 7.3 of the Agreement regarding the promotional usage of Client’s logo and inclusion in LoadProof case studies.
  • Invoicing Schedule: 50% of Total Fees invoiced upon execution of this SOW; remaining 50% invoiced upon successful Production Go-Live (Phase 4). Terms are Net 30.
7. Miscellaneous
Any requirements or features not explicitly detailed in Sections 2 or 3 above are strictly out of scope. Modifications to this SOW must be made via a formal, written Change Order signed by both Parties.
AGREED AND ACCEPTED:
Smart Gladiator LLC
Signature: _______________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
Signature: _______________________
Name: ___________________________
Title: ____________________________
Date: ____________________________