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                                      Terms and Conditions

                                      Last updated November 4, 2021


                                      Terms and Conditions

                                      • 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.
                                      • 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.

                                      • 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.

                                      • 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.


                                      • 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.

                                      • 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.

                                      • 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.

                                      • Limitation of Liability


                                      • 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.

                                      • 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.

                                      • 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.

                                      • 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.

                                      • 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.