Services Agreement

This Services Agreement governs the provision of professional implementation and related Services (defined below) in connection with the Easemble Platform. This Services Agreement applies between the Creator identified in the applicable statement of work and the service provider identified in the Creator’s account or statement of work (“Service Provider”), which may be Easemble or an Easemble Partner. This Services Agreement becomes effective and binding on the Creator and the applicable Service Provider upon the Creator’s payment of the Services Fees for an applicable SOW through the Creator’s account. This Services Agreement is subject to, and incorporated into, the Easemble Terms of Service.

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1. Creator Account

Services under this Services Agreement are performed through the creator tools and features made available in the Creator Portal. To receive Services or to create Guides through the Platform, Creator must maintain an active Creator Account on the Platform according to the Easemble Terms of Service.

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To enable the performance of the Services, Creator must provide the applicable Service Provider with access to Creator’s Creator Account through the Creator Portal, as permitted by the Platform’s access controls. Creator is solely responsible for granting, managing, and revoking such access. Service Provider has no obligation to perform Services unless and until Creator has provided the access reasonably required to perform such Services.

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Service Provider will use access to the Creator Account solely for the purpose of performing the Services in accordance with this Services Agreement and the applicable SOW. Easemble does not control, supervise, or manage access granted by Creator to a Service Provider and is not responsible for any acts or omissions of a Service Provider arising from Creator’s decision to grant access to its Creator Account. Creator acknowledges that granting access to its Creator Account is done at Creator’s own discretion and risk.

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2. Description of Services

Under this Services Agreement, the Service Provider may provide professional services related to the creation, configuration, and implementation of Guides and other content through the Platform on behalf of the Creator (“Services”), as specified in the applicable SOW. Services may include, by way of example and without limitation:

• creation, drafting, configuration, or customization of Guides, workflows, templates, or similar content using the Platform and Creator Materials;
• preparation of instructional, operational, technical, or explanatory content for use within or in connection with the Platform;
• rendering, formatting, or integration of visual or multimedia assets (including 2D or 3D models, images, animations, or videos) for inclusion in Guides or other Platform content;
• organization, structuring, or optimization of Creator content for use within the Platform;
• advisory or support services related to the Creator’s use of the Platform for Guides or content creation; and
• other content-related services expressly described in an applicable SOW.

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3. Scope of Services 

The specific Services to be provided, applicable deliverables (“Deliverables”), fees (“Services Fees”), billing structure, Service Provider, and any service-specific requirements will be set forth in one or more statements of work agreed through the Creator’s account (each, an “SOW”). Each SOW is incorporated into this Services Agreement by reference. Unless expressly stated otherwise in an SOW, this Services Agreement governs all Services.

Service Provider’s obligation to provide the Services and deliver the Deliverables specified in an SOW is subject to the hours allocated in that SOW. If Services are provided on an hourly basis, failure to complete all Deliverables will not constitute a breach of this Services Agreement or the applicable SOW solely because the allocated hours have been exhausted, unless the applicable SOW expressly includes a guarantee of Deliverables or a fixed-scope commitment.

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4. Acceptance of Deliverables

Upon delivery of any Deliverables, Creator will have 3 days to review the Deliverables and either accept them or provide written notice of any material non-conformity with the acceptance criteria set forth in the applicable SOW. Unless otherwise specified in the applicable SOW, Deliverables will be deemed acceptable if they materially conform to the specifications, descriptions, and requirements expressly set forth in the applicable SOW.

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If a Creator does not provide written notice of a dispute identifying a material non-conformity within the 3-day review period, the Deliverables will be deemed accepted as of the date of delivery. Any written notice of non-conformity must describe the specific basis for the non-conformity in reasonable detail. The Service Provider will use commercially reasonable efforts to address any properly noticed material non-conformity, after which the corrected Deliverables will be resubmitted for review under the same acceptance process at no additional cost.

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5. Creator Cooperation

The applicable Creator will provide all information, access, and assistance reasonably required by the Service Provider to perform the Services, including timely responses to requests, access to applicable Creator Materials (defined below), and participation of knowledgeable personnel. Delays or failures by Creator to meet these obligations may result in corresponding adjustments to the schedule, fees, or Deliverables. The Service Provider is not responsible for delays, deficiencies, or costs resulting from the Creator's failure to cooperate or provide required materials, information, or access.

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6. Changes to a Statement of Work

Any changes to the scope, Deliverables, schedule, pricing, or other terms of the Services must be agreed to in writing by the Creator and the applicable Service Provider, which may be accomplished through an updated or new statement of work provided through the Platform. Service Provider has no obligation to perform services outside the scope of the applicable SOW unless and until an updated SOW is agreed to. Any additional services requested by a Creator that are not included in the applicable SOW may result in additional Services Fees, changes to timelines, or both.

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7. Services and Fees

Unless otherwise specified in an SOW, the Services will be provided on an hourly basis at the hourly rate specified in the SOW. If an SOW specifies that the Services are billed in advance, it will include a total number of prepaid hours. The Service Provider will not exceed the total prepaid hours without the consent of the Creator and acceptance of a new SOW.

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All Services Fees must be paid through the Platform and the payment mechanisms available through the Creator’s account. Unless otherwise specified in an SOW, Services Fees are due and payable in advance of performance. Service Provider has no obligation to commence or continue the Services unless all applicable Services Fees have been paid.

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8. Late Payments

All Services Fees and other amounts due under an applicable SOW must be paid through the Platform and in accordance with the payment terms specified in this Services Agreement, the applicable SOW, or the Easemble Terms of Service. If any amount is not paid when due, Service Provider may suspend or delay performance of the Services until payment is received. Unpaid amounts may accrue interest at the lesser of: (a) 1.5% per month; or (b) the maximum rate permitted by applicable law, from the due date until paid. Creator is responsible for all reasonable costs incurred in collecting overdue amounts, including attorneys’ fees, court costs, and collection agency fees, to the extent permitted by applicable law. Suspension or delay of Services due to late payment will not relieve the Creator of its obligation to pay all amounts due under the applicable SOW.

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9. Term and Termination

This Services Agreement applies on an SOW-by-SOW basis and becomes effective with respect to a specific SOW upon a Creator’s payment of the applicable Services Fees through the Platform. Unless earlier terminated in accordance with this Services Agreement, the applicable SOW will remain in effect until the Services described in that SOW are completed or the prepaid hours are exhausted. Either party may terminate an applicable SOW if the other party materially breaches the SOW or this Services Agreement and fails to cure such breach within a reasonable period after written notice, unless the breach is incapable of cure. Service Provider may suspend or terminate Services immediately if required payments are not made when due, as described in this Services Agreement or the applicable SOW. Upon termination of an SOW, Service Provider will have no obligation to complete partially delivered Deliverables unless otherwise agreed in writing. Termination of an SOW does not relieve Creator of its obligation to pay Services Fees for services performed, hours used, or fees paid in advance. Except as expressly stated in the applicable SOW, Services Fees are non-refundable.

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The following provisions of this Services Agreement involving payment obligations, intellectual property ownership and licenses, disclaimers, limitation of liability, and any provisions that by their nature should survive will survive termination of any SOW.

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10. Intellectual Property

Upon Creator’s payment in full of all applicable Services Fees and acceptance of the Deliverables, all right, title, and interest in and to the Deliverables created specifically for Creator under the applicable SOW will vest in Creator, unless otherwise specified in the SOW. Notwithstanding the foregoing, Service Provider retains all rights in and to its pre-existing materials, tools, methodologies, templates, software, know-how, and general skills used in performing the Services (“Background Materials”). To the extent any Background Materials are incorporated into the Deliverables, Service Provider grants Creator a non-exclusive, perpetual, royalty-free license to use such Background Materials solely as part of the Deliverables.

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11. Creator Materials

As between the parties, Creator retains all right, title, and interest in and to the Creator Materials (as defined in the Easemble Terms of Service). To the extent necessary to perform the Services and develop any Deliverables under this Services Agreement, Creator grants the applicable Service Provider a limited, non-exclusive, royalty-free license to access, use, reproduce, modify, and create derivative works from the Creator Materials solely for those purposes.

Creator represents and warrants that it has all rights, licenses, consents, and permissions necessary to grant the foregoing license and that the Service Provider’s use of the Creator Materials as permitted under this Services Agreement will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party.

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12. Easemble Personnel

To the extent Easemble is the Service Provider under an applicable SOW, Easemble may assign, replace, or reassign personnel performing the Services at its discretion, provided that Easemble will ensure that any replacement personnel have reasonably appropriate skills and experience to perform the applicable Services. Easemble is not required to assign or maintain specific individuals to perform the Services.

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13. Subcontractors

Service Provider may use qualified subcontractors to perform all or part of the Services, provided that Service Provider remains responsible for the performance of those subcontractors and for compliance with this Services Agreement. Service Provider will ensure that any subcontractors performing Services are bound by obligations consistent with the Agreement, including confidentiality and data protection obligations.

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14. Performance Standards

Service Provider warrants that it will perform the Services in a professional and workmanlike manner using qualified personnel and in accordance with generally accepted industry standards. Service Provider’s sole obligation and Creator's exclusive remedy for any breach of this warranty will be for Service Provider to re-perform the nonconforming Services at no additional charge. If the Service Provider is unable to correct the deficiency after a reasonable period, either party may terminate the affected Statement of Work, and Creator will be entitled to a refund of any prepaid but unearned fees for the nonconforming portion of the Services. Except as expressly provided in this section, Service Provider disclaims all other warranties, whether express, implied, statutory, or otherwise, including any warranties of fitness for a particular purpose or that the Services will achieve a specific business outcome.

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15. Role of Easemble and Easemble Partners

The Services may be provided either by Easemble or by an independent third-party service provider participating in the Easemble partner program (each, an “Easemble Partner”), as identified in an applicable SOW or through the Creator’s account. Easemble Partners are independent contractors and are not employees, agents, joint venturers, or representatives of Easemble. Nothing in this Services Agreement, any SOW, or the Easemble Terms of Service creates an employment relationship, agency relationship, or partnership between Easemble and any Easemble Partner.

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If the Services are provided by an Easemble Partner, those Services are provided solely by the Easemble Partner and not on behalf of Easemble. Easemble does not supervise, direct, control, or guarantee the performance of Services provided by an Easemble Partner and is not responsible for the acts or omissions of any Easemble Partner. Easemble does not guarantee the availability, quality, timeliness, or outcomes of Services provided by an Easemble Partner.

Easemble may make Easemble Partners available through the Platform to allow Creators to identify and engage third-party service providers. Inclusion of an Easemble Partner on the Platform does not constitute an endorsement, recommendation, certification, or guarantee by Easemble of the Easemble Partner or any services provided by the Easemble Partner.

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Any dispute arising out of or relating to Services provided by an Easemble Partner is solely between the Creator and the applicable Easemble Partner. Easemble may, but is not obligated to, facilitate communications or become involved in resolving disputes between a Creator and an Easemble Partner, and any such involvement does not create any obligation or liability for Easemble.

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16. Partner Contracts

Creator and an applicable Easemble Partner may enter into a separate agreement governing the provision of Services (a “Partner Contract”). If a Partner Contract exists between the Creator and the Easemble Partner, the Partner Contract will supersede and control over this Services Agreement with respect to the scope, performance, Deliverables, warranties, intellectual property, and other terms applicable to the Services, solely as between the Creator and the Easemble Partner. Easemble is not a party to any Partner Contract and has no obligations or liability arising from any Partner Contract or from the Services governed by a Partner Contract. Any provisions of the Easemble Terms of Service or this Services Agreement relating to payments, payment processing, platform fees, Transaction Costs, or use of the Platform continue to apply under a Partner Contract.

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If a Partner Contract is executed between Creator and an Easemble Partner, all Services Fees must still be invoiced and paid through the Platform.

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17. Relationship of Parties

Service Provider performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between Creator and the applicable Service Provider. If the Service Provider is an Easemble Partner, nothing in this Services Agreement makes Easemble a party to the SOW or responsible for the Service Provider’s Services.

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18. Order of Precedence

In the event of a conflict, the following order of precedence applies: (a) the applicable SOW; (b) this Services Agreement; and (c) the Easemble Terms of Service, solely with respect to the Services.

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19. No Assignment

This Services Agreement and each applicable SOW apply solely to the Creator identified in the applicable SOW. Creator may not assign, delegate, sublicense, or otherwise transfer this Services Agreement, any SOW, or any rights or obligations under an SOW, without the prior written consent of Easemble and the applicable Service Provider, which may be withheld in their discretion.

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20. Entire Agreement

This Services Agreement and the applicable SOW constitute the entire agreement between Creator and the applicable Service Provider with respect to the Services in the absence of a Partner Contract and supersede any prior or contemporaneous understandings relating to such services.