Service Agreement

This Master Service Agreement (the "Agreement") governs the engagement of ScaleCFO LLC ("ScaleCFO") by the client identified in an applicable proposal, statement of work, or order form ("Client"). By signing a proposal or otherwise authorizing services, Client agrees to this Agreement.

1. Services

ScaleCFO will provide the bookkeeping, fractional CFO, tax support, technology, AI consulting, or other professional services described in the applicable proposal or statement of work ("Services"). ScaleCFO does not provide audit, attest, legal, or investment advisory services.

2. Fees & Payment

Fees are stated in the applicable proposal. Recurring monthly fees are billed in advance. Out-of-scope work is billed at the rates set forth in the proposal or as separately agreed. Invoices are due upon receipt; balances unpaid after 15 days accrue interest at 1.5% per month or the highest rate permitted by law, whichever is lower.

3. Client Responsibilities

Client is responsible for the accuracy and completeness of information provided, for maintaining its books and records, for making management decisions, for legal compliance, and for promptly responding to ScaleCFO's reasonable requests.

4. Confidentiality

Each party will protect the other's non-public information with the same degree of care it uses for its own confidential information and at least a reasonable standard of care. Confidentiality obligations survive termination.

5. Independent Contractor

ScaleCFO is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, or fiduciary relationship.

6. Ownership

Client owns its data and final deliverables created specifically for Client. ScaleCFO retains ownership of its templates, methodologies, models, and pre-existing materials, and grants Client a non-exclusive license to use deliverables for internal business purposes.

7. Warranties & Disclaimers

Services are performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SCALECFO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCALECFO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT TO SCALECFO IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

9. Term & Termination

Either party may terminate an engagement on 30 days' written notice. Client remains responsible for fees and expenses incurred through the effective date of termination.

10. Governing Law & Disputes

This Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

11. Entire Agreement

This Agreement, together with the applicable proposal or statement of work, constitutes the entire agreement between the parties on its subject matter. Amendments must be in writing and signed by both parties.

12. Contact

ScaleCFO LLC · legal@scalecfo.com · New York, NY.