This Service Agreement (hereinafter "Agreement") is entered into and made effective this day of
Jun 07th, 2023 (the “Effective Date”) by and between Storage Rentals USA LLC, a Delaware
Limited Liability Company, with a business address at 128 Sunset Blvd 1174, New Castle, Delaware 19720 ( hereinafter “Service Provider”)
and ___________, a _________ corporation/limited liability company, with a business address at
_______________________________ (hereinafter “Client”).
Whereas Client wishes to retain the services (as defined below) of the Service Provider.
Whereas Client is of the opinion that Service Provider has the necessary qualifications, experience, and abilities to render such services to Client.
Whereas Service Provider wishes to render such Services to Client on the terms and conditions as set forth in this Agreement.
Now therefore, in consideration of the conditions and mutual promises and obligations as set forth herein,
as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Client and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement)
intending to be legally bound, does hereby covenant and agree as follows:
Article 1. Service Agreement
Subject to the terms and conditions of this Agreement, Client hereby agrees to engage the Service
Provider to provide the Client with Service Providers proprietary and patented software platform that will
list Client’s business and services for customers to find and purchase Client’s storage rental services (the
"Services") online. Except as otherwise provided in this Agreement, the Service Provider will provide
at the Service Provider ’s own expense, any and all software platform and any other items or parts
necessary to deliver the Services in accordance with this Agreement.
Article 2. Client’s Obligations
During the provision of the Services, the Client hereby agrees to:
A) Cooperate with the Service Provider for anything the Service/Provider may reasonably require.
B) Provide any information and/or documentation needed by the Service Provider relevant to the
performance of Services or payment for the providing of Services.
Article 3. Terms of Agreement
The term of this Agreement (the "Term") will begin on the effective date of this Agreement and will remain in
full force and effect for one (1) year or until terminated earlier as provided in this Agreement.
Article 4. Compensation
The Client agrees to pay the Service Provider a monthly service fee based on the service package Client
chooses from Service Provider: Silver Plan $130.00, Gold Plan $130.00, Platinum Plan $130.00 plus a commission percentage of (number) 7.5 percent of all gross rental sales made by
Client which was directed to Client from Service Provider’s software platform (the "Compensation"), subject
to the following terms and conditions.
A) Monthly Fee: Client shall pay to Service Provider the monthly fee on or by the 1 st of every month as
invoiced by Service Provider to Client.
B) Commission Fees: Client shall pay to Service Provider the commission fees for the rental sales made by
Client from Service Provider based on the tracked payments for Client’s customers processed through
Service Provider’s payment system. Service Provider will automatically deduct the commission fee
upfront from each customer’s payment before dispersing payments to Client. Client may request a copy
of the documented sales tracked by Service Provider’s payment system if there are any disputes on the
amount owed to Service Provider. Service Provider shall submit to Client documentation, at Client’s
sole expense, within three (3) business days after a request is made by Client to Service Provider for
C) Method of Payments: The payments from Client referred herein shall be in US Dollars in the following
forms of payments: check, money order, credit card, debit card, or wire transfer.
D) Expenses: The Service Provider will not be reimbursed for any other expenses incurred in connection
with providing Services to Client other than the ones set forth herein.
E) Penalties: If the Client does not pay the monthly fee or commission fees as provided for in this
Agreement, the Service Provider shall be entitled to:
I.charge interest on the outstanding amount at the rate of twenty-five (25%) percent per
annum or at the maximum rate enforceable under applicable legislation, whichever is
II.require Client to pay for the Services, or remaining part of the Services in advance.
III.cease performance of the Services completely or until payment is made,
at the Service Provider’s sole and exclusive discretion.
F) Tax Statement: Any and all charges under this Agreement are exclusive of taxes, surcharges, or other
amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by
Client or Service Provider shall be the sole and exclusive responsibility of each, respectively.
Article 5. Termination
A) This Agreement may be terminated by either Party, upon written notice if the following:
I.if the other Party commits a material breach of any term of this Agreement that is not
capable of being remedied within fourteen (14) days or that should have been remedied
within fourteen (14) days after a written request and was not remedied;
II.If the other Party becomes unable to perform its duties hereunder, including a duty to pay
or a duty to perform;
III.If the other Party or its employees or agents engage in any conduct prejudicial to the
business of the other, or in the event either Party considers that a conflict or potential
conflict of interest has arisen between the Parties.
B) This Agreement may be terminated by Service Provider if Client fails to pay any requisite
Fees within seven (7) days after the date they are due. The Service Provider may terminate
this Agreement immediate after the seven days, with no notice period.
C) If this Agreement is terminated before expiration of its natural term, Client hereby agrees to
pay for all monthly service fees for the entire month if termination is not made or effective before
the 1 st of each month.
D) This Agreement may be terminated at any time by mutual agreement of the Parties.
E) Except as otherwise provided in this Agreement, the obligations of the Service Provider will end
upon termination of this Agreement.
F) Any termination under this subpart shall not affect the accrued rights or liabilities of either
Party under this Agreement or at law and shall be without prejudice to any rights or remedies
either Party may be entitled to. Any provision or subpart of this Agreement that is meant to
continue after termination or come into force at or after termination shall not be affected by
Article 6. Confidentiality
Each Party hereby acknowledges and agrees that they and the other party each possess non-public
Confidential Information (as herein defined) and may also possess Trade Secret information (as herein
defined) (collectively the “Proprietary Information”) regarding their business operations and development.
The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses,
and the Parties have entered a business relationship, through which they will have access to the other Party’s
Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any
Proprietary Information given. “Receiving Party” refers to the Party that is receiving the Proprietary
Information and “Disclosing Party” refers to the Party that is disclosing the Proprietary Information.
A) Confidential information refers to any data or information which is confidential and commercially
valuable to either of the Parties. The Confidential information may be in the form of documents,
techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights,
equipment, software, algorithms, samples, drawings, sketches, plans, programs, or other oral or written
knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and
development, forecasting, marketing, accounting records, personnel, customers, suppliers, intellectual
property, and/or finance or any other information which is confidential or commercially valuable to
either of the Parties.
Confidential Information does not include, and the restrictions in this Agreement shall not apply to,
Information which is: i) known or available to the public at the time of disclosure or became known or
available after disclosure through no fault of the Receiving Party; ii) already known through legal
means to Receiving Party; iii) given by the Disclosing Party to third parties, other than the Receiving
Party, without any restrictions; iv) was obtained from sources other than the Disclosing Party, which
sources had no obligation of confidentiality to Disclosing Party with respect to the Information; or v) is
developed independently by the Receiving Party, and the Receiving Party can show such independent
B) “Trade Secret Information” shall be defined specifically as any formula, process, method, pattern,
design, or other information that is not known or ascertainable by the public, consumers, or
competitors through which, and because of such secrecy, a commercial advantage can be achieved.
C) Both Parties agree they shall not disclose, divulge, reveal, report or use, for any purpose, any
Proprietary Information obtained, except as expressly authorized by the other Party, as required by
law, or for any purpose contemplated herein. The obligations of confidentiality will apply during
the Term and will survive for Confidential Information for three years after termination of this
Agreement and for Trade Secret Information indefinitely upon termination of this Agreement, for as
long as such information remains a trade secret under applicable law.
D) All written and oral information and material disclosed or provided by the Disclosing Party under
this Agreement is Confidential Information regardless of whether it was provided before or after the
date of this Agreement or how it was provided to the Receiving Party.
E) Upon the expiration or termination of this Agreement, the Receiving Party shall return any and all
property, documentation, records, software programs, or Proprietary Information which is the
property of the Disclosing Party.
Article 7. Intellectual Property
In accordance with the terms and conditions of this Agreement, the Service Provider may create certain
intellectual property (“Created IP”) including but not limited to software, plans, patents, drawings,
specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual
property as required to render Services to Client. Unless the Parties agree otherwise, any such Created IP
generated by the Service Provider shall be the sole property of Service Provider. The Client is granted a non-
exclusive limited-use license of this intellectual property.
Any intellectual property provided by Client to Service Provider to assist in the provision of Services,
that was not created by Service Provider pursuant to this Agreement, shall belong to the Client. Any
ancillary intellectual property belonging to the Service Provider, provided, or shown to Client in any
way, that was not created by Service Provider pursuant to this Agreement, shall be the property and
solely belong to Service Provider.
Article 8. Relationship of the Parties
In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an
independent Service Provider and not as an employee. The Parties hereby acknowledge and agree that nothing in
this Agreement shall be deemed to constitute a partnership, joint venture, employer/employee, agency
relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of the
rendering of the specific Services by the Service Provider to the Client under the terms and conditions herein.
Each Party is responsible for paying, and complying with reporting requirements for, all local, state, and federal
taxes related to payments made to the Service Provider under this Agreement.
Article 9. Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after
the Term, to engage or contract with third parties for the provision of services similar to the Services provided
by the Service Provider to Client.
Article 10. Right of Substitution
Except as otherwise provided in this Agreement, the Service Provider may, at the Service Provider's absolute
discretion, engage a third- party sub-Service Provider to perform some or all the obligations of the Service
Provider under this Agreement. If the Service Provider hires a sub-Service Provider: i) the Service Provider
will pay the sub-Service Provider for its services and the Compensation will remain payable by the Client to the
Service Provider; and ii) for the purposes of the indemnification clause of this Agreement, the sub-Service
Provider is an agent of the Service Provider.
Article 11. Autonomy
Except as otherwise provided in this Agreement, the Service Provider will have full control over working
time, methods, and decision making in relation to providing Services in accordance with this Agreement. The
Service Provider will work autonomously and not at the direction of Client. However, the Service Provider
will be responsive to the reasonable needs and concerns of Client.
Article 12. Warranties
The Service Provider represents and warrants that it will perform the Services using reasonable care and skill
for a Service Provider in their field and that any end software or materials given by the Service Provider to
Client under the terms and conditions of this Agreement will not infringe or violate the intellectual property
rights or any rights of third parties.
Article 13. Indemnity
Client hereby agrees to indemnify and hold harmless Service Provider, and its respective directors,
stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any
kind or amount whatsoever, as a result of the Service rendered under this Agreement or any transaction matter
connected with the Services or relationship between the Service Provider and Client. This Clause shall not be
read to provide indemnification for any Party if a competent court of law, rendering a final judgment, holds that
bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss. This
indemnification will survive the termination of this Agreement.
Article 14. Limitation of Liability
Except in case of death or personal injury caused by either’s party negligence, either Party’s liability in contract,
tort, or otherwise arising through or in connection with this Agreement, or through or in connection with this
Agreement or through or in connection with the completion of obligations under this Agreement shall be limited
to Fees paid by Client to Service Provider.
To the extent that is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of
statutory duty or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or
suffered by the other Party of an indirect or consequential nature including without limitation any economic
loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Article 15. General Provisions
A) Notice. Any notice to be given under this Agreement shall be in writing and shall be sent by first class
mail postage prepaid, airmail, or email to the address of the relevant Party set out below in this
Agreement, or to such other address or email as either Party may from time to time notify the other in
writing and will be deemed to be properly delivered (a) immediately upon being served personally, (b)
two days after being deposited with the postal service if served by registered mail, or (c) the following
day after being deposited with an overnight courier, or the date sent to the email address set out below
Service Provider:Storage Rental USA, LLC
128 Sunset Blvd 1174,
New Castle, Delaware 19720
[ Address Line 1]
[ Address Line 2]
B) Modification. Any amendment or modification of this Agreement or additional obligation assumed
by either Party in connection with this Agreement will only be binding if evidenced in writing signed
by both Parties.
C) Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and
supersedes any prior or contemporaneous understandings whether written or oral.
D) Enurement. This Agreement will enure to the benefit of and be binding on the Parties and their
respective heirs, executors, administrators and permitted successors and assigns.
E) Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when
interpreting this Agreement. No party shall be construed as the drafter of this Agreement and, in the event
of construction of any portion of this Agreement by an arbitrator or court, there shall be no presumption
that any ambiguity (if any is found to exist) shall be construed against any party.
F) Gender. Words in the singular mean and include the plural and vice versa. Words in the masculine mean
and include the feminine and vice versa.
G) Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regards to conflict of law principles. The Parties herby irrevocably and
unconditionally submit to the exclusive jurisdiction of the state and federal courts of Delaware. Any
litigation or proceedings relating to the subject matter of this Agreement shall be within the County of New
H) Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable in whole
or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts reformed to the minimum degree that would render it enforceable.
I) Waiver. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of
this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same
or other provisions.
J) Counterparts. This Agreement may be executed in counterparts, all which shall constitute a single
agreement. Fax and electronically executed copies of this Agreement and any related documents shall be
fully binding and effective for all purposes.
K) Force Majeure. Service Provider is not liable for any failure to perform due to causes beyond its
reasonable control including, but not limited to natural disasters or acts of God, fire, flood, acts of
terrorism, labor disputes, or stoppages, war, government acts or orders, epidemics, pandemics or
outbreaks communicable disease, quarantines, national or regional emergencies or any other cause,
whether similar in kind to the foregoing or otherwise
L) Authority. Each party has all requisite corporate power and authority to enter into this Agreement. This
Agreement has been duly and validly executed and delivered by the parties and constitutes a legal, valid,
and binding agreement of the parties, enforceable in accordance with its terms.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this
07th day of June, 2023