Terms and Conditions

Krezzo, Inc. Terms and Conditions

This Master Subscription Agreement (hereinafter “MSA”) is an agreement between you or the entity that you represent (hereinafter “You” or Your” and Krezzo, Inc., the provider of Software-as-a-Service and Services (hereinafter “Krezzo”, “Licensor”, or “Service”). The MSA governs your usage of Krezzo from the date of signing up for the application or engaging with associated products or services. By signing up with Krezzo you agree to the terms of this Agreement. This Agreement was last updated on Nov 2, 2022. It is effective between You and Us as of the date of Your accepting this Agreement. Prior versions of this Agreement can be made available upon request.

SaaS Terms and Conditions

Krezzo, Inc., a Delaware corporation having an address at 16192 Coastal Highway, Lewes, Delaware 19958, email: contact@krezzo.com; and all users of Krezzo’s products and services, "Subscriber(s)", with reference to the following:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby mutually agree to all of the provisions hereof. By using or accessing the Services described herein, all Parties agree to the terms of this Agreement.

1. Definitions

• “App” will mean the Licensor-developed application used by the Subscriber to access one or more Services.
• “Authorized Users” will mean Subscriber’s employees, independent contractors, agents, and (without limiting the provisions of Section 2(c)), guest users working for or associated with Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service. Only Authorized Users will be permitted access to the Service. Except as set forth herein, no persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users.
• “Billing Start Date” will mean the date identified on the Order Form as the date from which billing will be calculated (which under no circumstances will be later than the Service Start Date, as defined below).
• “Service Start Date” will mean the date from which the Subscriber begins using the App.
• “Fees” will mean the fees payable pursuant to Section 3
• “Order Form” will mean the ordering documents for purchases hereunder, including addenda thereto, that are mutually executed by the Parties. Order forms will be deemed incorporated herein by reference.
• “Service(s)” will mean such services as may be provided to Authorized Users through use of the App.
• “Term” will mean the period of time identified in the Order Form during which the App will be provided, or any renewal term, as applicable.
• “Vendor” will mean a third-party distributor that delivers a Service to Subscriber as identified on the Order Form, subject to Licensor’s continuing authorization of such Vendor’s participation on the App.

2. License.

• Subject to the terms and conditions of this Agreement, Licensor hereby grants to Subscriber, for the Term of the corresponding Service, a limited, non-exclusive, non-transferable license, without right of sublicense, to access and use the App and to permit Authorized Users to access and use the App.
• Reservation of Rights. Subject to the limited rights granted hereunder, as between Licensor and Subscriber, Licensor reserves all rights, title, and interest in and to the Service and App, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.Subscriber will have no right to distribute the App or any Service in whole or in part or otherwise to operate the App as a service bureau to third parties. Nothing in this Agreement will obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.
• Subscriber may not, and may not permit others to:
• reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code form of the App;
• modify, translate, adapt, alter, or create derivative works of the App or any Services;
• copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the App or any Services;
• distribute, sublicense, rent, lease, or loan the Service to any third party or grant any third party access to or use of the App or any Services;
• remove, alter, or obscure any proprietary notice that appears on the App or any Services;
• use the App or any Service for the purposes of competing with Licensor;
• publish or disclose the results of any benchmarking of the App or any Services, or use such results for any other software development activities;
• use the App or any Services, or allow the transfer, transmission, export, or re-export of all or any part of the App or any Services, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction;
• use the App or any Services in a manner that violates any applicable local, state, national, or international law or governmental regulation, policy, procedure, or ordinance, or any rights of a third party; or
• use the App or any Services if this Agreement has been terminated by Licensor. 

• Subscriber represents, covenants, and warrants that Subscriber will use the Service only in compliance with Licensor’s standard published policies then in effect, including without limitation the Terms of Service and Privacy Policy (found at https://www.krezzo.com/privacy-policy) and incorporated herein by this reference and all applicable laws and regulations. Subscriber’s failure to act in compliance with this Section 2 shall constitute a material breach of this Agreement. 

3. Fees and Payment.

Subscriber will pay ongoing license fees as specified in all Order Forms then in effect. Except as otherwise specified herein or in an Order Form: (i) fees are quoted and payable in United States dollars; (ii) fees are based on Services purchased and not necessarily actual usage; (iii) payment obligations are non-cancelable, and fees paid are non-refundable; and (iv) the number of Authorized Uses cannot be decreased during the relevant Term. Subscriber will inform Licensor of any increases in the number of Authorized Users no later than 7 days after the date of such increase, and the Order Form will be deemed amended accordingly. Fees for Authorized Users added during the Term will be charged on a pro-rata basis.

• Invoicing and Payment. Fees will be invoiced in accordance with the applicable Order Form with fees for all Order Forms combined into a single billing cycle. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Subscriber is responsible for maintaining complete and accurate billing and contact information in the Services.
• Late Payments. If any undisputed amounts invoiced hereunder are not received by Licensor by the due date, then at Licensor's discretion: (i) such charges may accrue interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; or, in the alternative (ii) Licensor may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above. If a bona fide good faith dispute exists regarding amounts due on an invoice, Subscriber will pay the undisputed items, promptly report the disputed items to Licensor, and work diligently to promptly resolve such dispute. Subscriber will pay the amount, if any, mutually agreed to be due with respect to any disputed items promptly after resolution of the dispute.
• Suspension of Service. If any charge owing by Licensor is 15 days or more overdue or if Licensor is in default of any other provision of this Agreement, Licensor may, without limiting its other rights and remedies, suspend any or all of the Services until Subscriber is in compliance with its obligations.
• Licensor’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including without limitation value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all Taxes (or other similar charges) including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber.
• Subscriber will reimburse Licensor for actual, reasonable travel and out-of-pocket expenses incurred by Licensor at Subscriber’s request. 

4. Proprietary Rights.

• As between Licensor and Subscriber, Licensor exclusively owns all right, title, and interest in and to the App and Services. Licensor will retain exclusive ownership of (including all intellectual property rights) any ideas, concepts, know-how, techniques, expertise, tools, methods, or other materials used in connection with performing the Service: (i) that have been previously developed or are separately developed by Licensor; (ii) that represent an improvement, change, modification, or enhancement thereof; (iii) that are authored, created, invented, developed, or reduced to practice by Licensor in the course of its performance hereunder; or (iv) that are of general application and not unique or specific to Subscriber. To the extent that any ownership rights thereto or therein vest initially in Subscriber, Subscriber hereby assigns, and upon creation thereof automatically will assign, to Licensor, ownership thereof without further consideration. From time to time upon Licensor's request and at Licensor's expense, Subscriber will confirm such assignments by execution and delivery of written documentation in the form provided by Licensor. 

• Licensor will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the App or any Service any suggestions, enhancement requests, recommendations, or other feedback provided by Subscriber, including Authorized Users, relating to the operation of the Service, excluding the Confidential Information (as defined herein) of Subscriber pertaining to its business.

5. Indemnification.

• Indemnification by Licensor. Subject to the provisions of this Agreement, Licensor will defend, indemnify, and hold Subscriber harmless against any loss, damage, or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party: (i) alleging that the use of the App or the Services as contemplated hereunder infringes any U.S. copyright or trademark, or misappropriates any trade secrets; or (ii) based on a breach by Licensor of its confidentiality obligations under this Agreement, provided that Subscriber: (a) promptly gives written notice of the Claim to Licensor; (b) gives Licensor, at Licensor's expense, sole control of the defense and settlement of the Claim (provided that Licensor may not enter into any settlement or compromise for any Claim that would adversely affect Subscriber without Subscriber's prior written consent); and (c) provides to Licensor, at Licensor's cost, all reasonable assistance. If any Claim prevails, Licensor will, as applicable, promptly: (1) procure for Subscriber the right to continue using the App or the Service, as applicable; or (2) replace or modify the App or the Service to make it non-infringing without material adverse impact on the functionality of the App or the Services. If neither of the above remedies is commercially practicable, Licensor may terminate the Agreement and refund to Subscriber a prorated portion of the prepaid fees paid by Subscriber for Services as measured from the effective date of termination or suspension of service. Licensor's obligation to provide the App or the Services after notice of termination as set forth in the prior sentence will not apply if the provision thereof, in Licensor's sole opinion, would cause Licensor to continue to incur damages for infringement. Further, Licensor will have no liability to indemnify, defend, or hold Subscriber harmless if the alleged infringement is based on Subscriber's use of the App or the Services other than in accordance with this Agreement or Claims resulting solely from Subscriber's alteration of the App or the Services (excluding Licensor-initiated modifications). 

• Indemnification by Subscriber. Subscriber will defend Licensor against any Claim made or brought against Licensor by a third party alleging any act or omission of Subscriber constituting gross negligence or willful misconduct or worse. Subscriber will indemnify Licensor for any damages finally awarded against, and for reasonable attorney's fees incurred by, Licensor in connection with any such Claim, provided that Licensor: (i) promptly gives Subscriber written notice of the Claim; (ii) gives Subscriber sole control of the defense and settlement of the Claim (provided that Subscriber may not settle or defend any Claim unless it unconditionally releases Licensor of all liability); and (iii) provides to Subscriber all reasonable assistance, at Subscriber's cost.

 

• Exclusive Remedy. This section states the indemnifying Party's sole liability to and the indemnified Party's exclusive remedy for any type of Claim described in this section.

6. Limitation of Liability. 

OTHER THAN AS MAY BE SET FORTH HEREIN, LICENSOR AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (i) FOR ERROR, INTERRUPTION OF USE, LOSS, INACCURACY, CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF BUSINESS; (ii) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY MATTER BEYOND LICENSOR’S REASONABLE CONTROL; OR (iv) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO LICENSOR FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

7. Term; Early Termination.

Term of Agreement. This Agreement commences on the Start Date and continues until all outstanding Order Forms mutually executed in accordance with the Agreement have expired or have been terminated. 

• Term of Services. Services commence on the Service Start Date specified in the applicable Order Form and continue for the Term specified therein. Except as otherwise specified in the applicable Order Form, all Services will automatically renew for additional periods equal to the expiring subscription term or 3 years (whichever is shorter), unless Subscriber gives Licensor notice of non-renewal at least 30 days before the end of the relevant Term. The recurring pricing during any automatic renewal Term will be the same as that during the immediately prior Term unless Licensor has given Subscriber written notice of a pricing change, in which case the pricing change will be effective upon renewal and thereafter. 

• Termination for Cause. A Party may terminate this Agreement for cause: (i) upon 5 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; (ii) as provided for in this Agreement; or (iii) 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. 

• Refund or Payment upon Termination. Upon any termination for cause by Subscriber, Licensor will refund Subscriber any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. In no event will any termination relieve Subscriber of the obligation to pay any fees payable to Licensor for the period prior to the effective date of termination. 

• Transition Assistance; Return of Subscriber Data. Licensor will, if so requested by Subscriber, enter into a Professional Services Agreement to provide Subscriber with such assistance as Subscriber may reasonably require in transitioning to a new service provider. If so requested by Subscriber, Licensor may in it sole discretion continue to provide any or all of the Services, subject to Subscriber's payment for those Services at the rates provided in this Agreement, for a period up to 6 months after either Party gives notice of termination of this Agreement. Upon request by Subscriber made at any time before or within 45 days after the effective date of termination, Licensor will make available to Subscriber for download, at no additional cost to Subscriber, a file of all electronic data or information furnished, disclosed, or otherwise made available to Licensor by or on behalf of Subscriber pursuant to this Agreement, including such data that is collected, processed, or generated by, or stored with, the Services (“Subscriber Data”). After such period, Licensor will have no obligation to maintain or provide any Subscriber Data and will thereafter, unless legally prohibited, delete all Subscriber Data in its systems or otherwise in its possession or under its control. Whether or not so provided in a Professional Services Agreement, Licensor will be entitled to recover its standard fees for retention of Subscriber Data after termination of this Agreement if so required by Subscriber or legal authority. 

8. Confidentiality.

• Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“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. Without limitation, Confidential Information of Subscriber will include Subscriber Data and Confidential Information of Licensor will include the App and Services; and Confidential Information of each Party will include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is or was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

• Protection of Confidential Information. The Receiving Party will: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 

• Protection of Subscriber Data. As between Licensor and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to all Subscriber Data. Subscriber Data is deemed Confidential Information of Subscriber. Licensor will not access and will cause its Affiliates, agents, contractors, and representatives not to access, Subscriber's user accounts, including Subscriber Data, except to respond to Subscriber's service or technical problems or at Subscriber's request. Without limiting the above, Licensor will use commercially reasonable efforts to maintain the security and integrity of the Services and Subscriber Data. Licensor will not: (i) modify Subscriber Data; (ii) disclose Subscriber Data except as compelled by law in accordance with the “Compelled Disclosure” section below; or (iii) access Subscriber Data except to provide the Services and prevent or address service or technical problems, or at Subscriber's request in connection with customer support matters. Licensor will use commercially reasonable efforts (but not less rigorous than accepted industry standards) and enforce administrative, technical, and physical safeguards to: (i) reasonably protect and maintain the security and confidentiality of any Subscriber Data in its possession; (ii) safeguard such Subscriber Data from and against loss or theft or unauthorized access, use or disclosure; and (iii) comply in all material respects with applicable laws and regulations. In the event of an actual, threatened, or suspected breach in the security of any Subscriber Data in its possession, Licensor will take such steps as may be required by applicable law as reasonably necessary to prevent or halt such activity and will promptly notify Subscriber. 

• Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 

• Equitable Relief. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

9. Warranties; Disclaimers.

• EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

• Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: 

• it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; 
• it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
• the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
• when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 

10. Notices.

• All notices to a Party hereunder will be in writing, and will be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) except for notices of termination or an indemnifiable claim, the first business day after sending by email. Notices will be sent to the address(es) set forth on the Order Form or to a different address which a Party may give written notice of pursuant to this Section from time to time.
• Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 

• Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. 

• The following obligations of the Parties will survive termination or expiration of this Agreement for any reason: Sections 1, 4, 5, 6, 8, 9, and 10 of this Agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration. 

• Digital and Electronic Execution; Copies and Delivery; Counterparts. This Agreement and any Order Form or other document incorporated herein may be executed and delivered by facsimile, by digital scan, and in counterparts, which taken together will form one legal instrument. 

• Waiver of Rights. All remedies available to either Party for breach of this Agreement are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter. 

• Injunctive Relief. Either Party will be entitled, in addition to any other rights available under this Agreement, to seek injunctive relief. 

• If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent by any court of competent jurisdiction, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect and unchanged. 

• Choice of Law and Venue. This Agreement, as well as any and all disputes arising out of or related hereto, will be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to any conflict or choice of law principles. Each of the Parties will submit to the jurisdiction of the courts of Florida located in Pinellas County, Florida, or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court sitting in Pinellas County, Florida in any actions or proceedings arising out of or relating to this Agreement. 

• Force Majeure. Neither Party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including fire or other casualty, acts of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority. Performance time will be considered extended for a period of time equivalent to the time lost because of any such excused delay. If any such delay endures more than 60 days, the Parties will meet and review in good faith the desirability and conditions of this Agreement. 

• Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing (not including transient digital media such as SMS text messages) and signed by the Party against whom the modification, amendment, or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such Order Form will prevail. 

• Exhibits; Order of Precedence. The following Exhibit is attached hereto and incorporated herein by this reference: (i) Exhibit A - Order Form. In the event of a conflict between or among the provisions of the main body of this Agreement and its Exhibit, the main body of this Agreement will be superseded by any later-executed Order Form. In the event of any conflict between or among any Order Forms, the later executed one will prevail. 

Professional Services Terms & Conditions

1. Change Orders

Target dates specified in any SOW are estimated and may vary depending on deviations in the scope of the project and Customer’s requirements. Without limiting the foregoing, from time-to-time Customer or Krezzo may request a material change in any SOW that has then been mutually executed by proposing the same in writing (each, a “Change Order”). No Change Order will take effect, if at all, until mutually agreed upon and executed by the Parties, each in its sole discretion, whereupon such Change Order will constitute an amendment to the applicable SOW and be governed hereby. In the event that Customer, without performing the Change Order process set forth in this Section 1, materially changes any of the specifications or requirements of the Services, or delays the delivery to Krezzo of any required resource or information so as to adversely affect or delay Krezzo’s performance hereunder, Krezzo will be entitled to modify the SOW in a manner commensurate therewith, and such modified SOW will be binding upon the Parties.

2. Fees

Unless set forth to the contrary in the SOW, Krezzo will issue Customer invoices for the Services monthly. Customer will make payment to Krezzo within 30 days of the date specified on the invoice by negotiable instrument drawn on U.S. funds, by wire transfer to such account as Krezzo will specify, or by such other means to which the Parties may mutually agree from time to time. Payments not received by Krezzo when due will, at Krezzo’s sole discretion, be subject to a finance charge from the due date until the payment is made at a rate equal to the lesser of 1.5% compounded monthly or the maximum amount allowable under applicable law. Bank fees for returned checks will be reimbursed by Customer. Krezzo will have the right to terminate this Agreement immediately upon written notice if Customer does not make any payment when it becomes due and payable hereunder or if any check presented is returned due to insufficient funds. Customer will reimburse Krezzo for its pre-approved, documented, out-of-pocket expenses in performing the Services, including without limitation travel, lodging, meals, shipping, courier, reproduction, postage, long-distance telephone charges, materials, and automobile mileage. All fees for Services specified herein are exclusive of any U.S. federal, state, or local sales, excise, use, value-added, or other taxes and tariffs. Customer will pay all taxes that, as per applicable law, accrue to the buyer or beneficiary of services of the type provided by Krezzo to Customer hereunder.

3. Personnel

Each Party’s personnel and subcontractors provided in the performance of the Services will at all times remain under the direction and control of such Party. Each Party will be responsible for all payroll taxes, unemployment insurance payments, and other obligations of employers with respect to its own personnel.

4. Insurance

Krezzo shall maintain a commercial general liability insurance policy and other related policies at levels reasonably appropriate for coverage of its performance hereunder. Upon request, Krezzo will provide evidence of the existence of such insurance policies to Customer.

5. Ownership of Deliverables

Upon delivery by Krezzo of, and payment-in-full by Customer for, any work product or other materials created by Krezzo in furtherance of the Services (“Deliverables”), ownership of all right, title, and interest (including ownership of all intellectual property rights) therein and thereto will vest in Customer, the same hereby being deemed to be specially commissioned works made for hire, or in any event being hereby assigned and exclusively licensed from Krezzo to Customer in perpetuity. Krezzo will, at Customer’s expense, take reasonable actions and provide any assistance that may reasonably be required by Customer to perfect Customer’s ownership rights in and to the Deliverables as aforesaid, to obtain statutory registration therefore, and to assert the same against third parties. Notwithstanding the provisions of Section 5(a), Krezzo will exclusively own all right, title, and interest (including all intellectual property rights) in and to all portions of any Deliverables that constitute Krezzo’s pre-existing works, general tools, and general knowledge (the “Licensed Deliverables”), and the Licensed Deliverables will also include any open-source software and any other software or materials licensed from a third party and delivered by Krezzo hereunder, as well as any Deliverables designated as “Licensed Deliverables” on any applicable SOW. Krezzo hereby grants to Customer a nonexclusive, worldwide, perpetual, fully paid-up license in and to all Licensed Deliverables to use the Licensed Deliverables in connection with Customer’s use of the Services and other Deliverables, if any.

 6. Confidentiality

The Parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). The recipient will use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. The recipient will not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted employees having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at least as restrictive as those hereof. Confidential Information will not include information that: (i) was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information; (iii) is or becomes publicly available without a breach by Recipient of this Agreement; or (iv) is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any Confidential Information as part of an administrative or judicial proceeding, Recipient will, to the extent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Recipient will disclose only that portion of Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information to be disclosed. Recipient acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect Owner from any actual or threatened breach of this Section 6 by Recipient and that any such breach would cause irreparable and continuing injury to Owner. Therefore, Owner will be entitled to seek equitable relief with respect to the enforcement of this Section 6 without any requirement to post a bond, including without limitation injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Owner at law or in equity.

Without limiting the foregoing provisions of this Section 6, Customer hereby acknowledges and agrees that Krezzo performs services similar to the Services for a variety of clients, and nothing herein will be construed to limit Krezzo’s absolute freedom to perform such services for such clients, even in the event that such clients are competitors of Customer’s.

7. Non-solicitation

During the term hereof and for a period of 2 years after the termination hereof, Customer will not directly solicit for employment, hire away, or otherwise engage any employee or independent contractor or Krezzo. It will not constitute a breach hereof for Customer to hire or engage any person responding to Customer’s public solicitations for employment not specifically targeted at such person or Krezzo’s personnel.

8. Warranties

Each Party hereby represents and warrants to the other Party that it: (i) has the right to use and provide all information and materials provided by it hereunder; and (ii) is not precluded by any judicial order or any fiduciary or contractual obligations from performing its obligations hereunder.

Except as otherwise provided in this Agreement, Krezzo does not provide any warranty with respect to Services or Deliverables, which ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BEAR LIABILITY OF ANY KIND TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY UNDER WHICH THEY ARE PURSUED. EACH PARTY’S MAXIMUM LIABILITY TO THE OTHER FOR EVERY REASON HEREUNDER SHALL IN THE AGGREGATE NOT EXCEED THE NUMBER OF FEES PAID BY THE CUSTOMER DURING THE THEN PRECEDING 60 DAYS.

10. Indemnification

Each Party will indemnify, defend, and hold harmless the other Party and its agents from and against, and at the indemnifying Party’s option, settle, all third-party lawsuits, claims, and proceedings brought against the Indemnified Party or its agents arising from any act or omission of the indemnifying Party constituting gross negligence or willful misconduct.

11. Term

The term of this Agreement will begin on the Effective Date and will remain in full force and effect for the period of time during which any mutually executed SOW is in force and effect and being performed by either Party, and will automatically renew on an annual basis thereafter until such time as no SOW has then been in effect between the Parties for a period of 1 year, subject to the terms of Section 12 hereof.

12. Termination

Either Party may terminate this Agreement for cause upon 5 days’ prior written notice to the other Party in the event of a material breach of any of the terms hereof by such other Party, provided that such breach has not been cured within such 5-day period. Krezzo will have the right to terminate this Agreement in accordance with Section 1. Neither Party may terminate this Agreement for its convenience or without cause. Upon termination by either Party, among other things, Krezzo will retain no responsibility for maintenance, upkeep, repair, or other modification of any Deliverables.

13. Survival

The provisions of Sections 5, 8, 9, 10, 14, and this Section 13 will survive termination hereof in perpetuity. The provisions of Section 6 will survive termination hereof with respect to each item of Confidential Information until such time as such item no longer constitutes Confidential Information pursuant to clauses (i) through (iv) of Section 6(a). The provisions of Section 7 will survive termination hereof for 2 years.

14. General Provisions

Effect; Assignment. This Agreement will be binding upon the Parties and their respective successors and permitted assigns. Either Party may assign this Agreement to its successor in interest by way of merger or acquisition upon written notice to the other Party.

Publicity. Krezzo may publicly identify Customer as a customer by using Customer’s name, logo, and related graphics in Krezzo’s marketing materials from time to time.

Independent Parties. The Parties are and will remain independent contractors and this Agreement will not be construed to establish any fiduciary relationship or other relationship of partnership, joint venture, employment, franchise, or agency between them. Neither Party will have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent in each instance. Agreement. This Agreement (including these terms and conditions and all SOW’s) constitutes the entire agreement of the Parties, superseding all other prior and contemporaneous understandings and discussions pertaining to the subject matter hereof. This Agreement may not be amended except in writing signed by both Parties on paper. No modification of this Agreement may be affected via SMS text or other potentially non-persistent media. If any provision of a mutually-executed SOW contradicts or amends this Agreement by citing the specific provisions hereof to be so amended, then such SOW provision will supersede the applicable provision(s) hereof; otherwise, the provisions of this Agreement will prevail over the provisions of any SOW, to the extent that they differ. Waiver. Either Party’s failure to require strict compliance by the other with respect to its performance hereunder will not be construed as ongoing or as a waiver of the waiving Party’s right to later enforce any provision hereof.

• Severability. If a provision hereof should be held to be invalid or unenforceable, the same will be reformed to the minimum extent possible to be rendered valid and enforceable, and it will not affect any other provision hereof.
• Governing Law; Dispute Resolution. This Agreement will be construed and enforced in accordance with the laws of the State of Florida, without regard to the internal law of Florida regarding conflicts of laws. With respect to any suit, action or proceeding relating hereto, each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in or proximal to Palm Harbor, Florida, and waives any objection thereto. The prevailing Party to any dispute will be entitled to reimbursement of its fees and costs from the other Party.
• Notices. Written notices hereunder will be deemed perfected if delivered to a Party using its respective contact information set forth above: (i) by hand or in-person delivery; (ii) by email with receipt confirmed; or (iii) by certified mail, registered mail, or courier service, with return-receipt received, to the Party at the address set forth above. SMS text message communications will not constitute written notice hereunder.

All inquiries about Krezzo’s Terms & Conditions can be directed to contact@krezzo.com.