BOBFI ENTERPRISES, LLC WEBSITE TERMS OF SERVICE

Welcome to the Bobfi Enterprises, LLC Website (the Site ). These Terms of Service ( Terms ) form a legal agreement between you and Bobfi Enterprises, LLC ( COMPANY , we or our ) and govern your access to and use of the Site. Please read these Terms carefully. IF YOU ACCESS THE SITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE A LICENSE TO USE THIS SITE, AND YOU MUST LEAVE THIS SITE BY CLOSING YOUR BROWSER WINDOW. These Terms apply to all visitors, users and others who access or use the Site. By using the Site, you represent that you are at least eighteen (18) years of age.

If you are accessing and using the Site on behalf of an organization or entity ( Organization ), then you are agreeing to these Terms both individually and on behalf of that Organization. You represent and warrant that you have authority to bind the Organization to these Terms. If so, then you and your refer to both you and your Organization.

A. Scope of License.

COMPANY grants you a limited, personal, non-exclusive, non-transferable, revocable right to use the Site and features provided herein solely in connection with the purposes for which the Site and its features were designed. You agree that all features of the Site may not work well or at all on any particular device or computer.

B. Confidentiality

Any and all materials provided through the Site that are not publicly available or are otherwise limited to registered users or current members of the PPA constitute the confidential materials of COMPANY. You shall safeguard, protect, and hold in confidence all confidential materials made available to you on the Site. You may use the confidential materials solely for your individual informational purposes limited to the conduct of your professional activities and business. You shall not use the confidential materials for any other purpose (including without limitation any purpose competitive with COMPANY s business) or disclose them to any party, even to another PPA member. You may keep a personal copy of confidential materials but COMPANY reserves the right to restrict your viewing thereof to the website. Unless expressly permitted otherwise in writing, all confidential materials obtained through the website must be permanently destroyed upon termination of your status as a member of the PPA.

C. Information That You Provide

We value the privacy of your information and comply with applicable privacy laws in processing the information you provide us. Our Site may include functionality that permits you to communicate with us or send us information. For example, you may ask questions, submit job applications, sign up for updates, or use other interactive features. Whenever you interact with us and provide us information, we may collect that information (including your name, contact information, company name, and technical information provided by your device such as IP address). We may use this information to respond to your request or communication, improve our Site and services, comply with law, create aggregated or statistical data, and for other purposes. If we make significant changes to our information use policy, we try to use appropriate efforts to notify you.

You hereby consent to receive messages and communications via email, phone call, text/SMS to a number that you provide, or any other appropriate communication method regarding your use of the Site or your membership with us (if you have one).

This section only applies to general visitors to our website and it may not apply to you if we have a separate contractual relationship with you or your organization.

D. User Obligations; Restrictions.

You agree to abide by all applicable local, state, national and international laws and regulations with respect to your use of the Site and not interfere with the use and enjoyment of the Site by other users or with COMPANY s operation and management of the Site.

You shall not do any of the following, which are all deemed material breaches of these Terms and of your license to use the Site and Services: (1) distribute or make the Site available over a network where it could be used by multiple devices at the same time; (2) access parts of the Site that you are not authorized to access, or attempt to circumvent restrictions imposed on your use or access of the Site; (3) rent, lease, lend, sell, sublicense, reproduce in whole or part, act as a service bureau, grant rights in the Site, or otherwise redistribute or use our Site or content in a manner that would substitute for the Site and our offerings; (4) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Site, any updates, or any part thereof; (5) intercept, examine or otherwise observe any proprietary communications protocol used by the Site, whether through the use of a network analyzer, packet sniffer or other device; (6) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or any website, application or service organized or provided by COMPANY or existing on any of our network hardware or infrastructure; (7) use the Site to institute, assist, or become involved in any type of attack, including denial of service attacks, upon any party; (8) commit trespass or act in a manner that overburdens the capacity of our networks or servers; (9) use or attempt to use the Site in any manner to harass, abuse, stalk, threaten, defame, harm, or infringe or violate the rights of any other party; (10) provide us sensor data (such as microphone, camera, fitness or other data) that you are not authorized to provide; (11) impersonate any other person or entity when using the Site; or (12) create any apps, extensions or other products or services that use our content without our permission.

Any attempt to do any of the foregoing is a breach of these Terms and will subject you to all remedies available to us, our service providers and our licensors under the law. Without limitation, this may include contract breach, intellectual property infringement, and computer fraud and abuse. If you breach any of these restrictions, you may be subject to prosecution and damages.

E. Third Party Content, Services and Links.

The Site may (1) enable your access to websites, platforms or services (including social media platforms) created or provided by third parties, (2) display or otherwise make available content, data, information, applications, advertisements or materials from third parties, and (3) provide hyperlinks to certain third party web sites ( Third Party Materials ). Third Party Materials are provided solely as a convenience to you and you are subject to any specific terms and conditions under which they are provided. COMPANY does not create, endorse, sponsor, recommend, suggest, or have any responsibility for any Third Party Materials or any products or services depicted therein. You acknowledge and agree that COMPANY is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, language availability, appropriateness, availability or any other aspect of such Third Party Materials or any statements made therein. Be aware of and read all third party terms and privacy policies whenever you leave the Site.

Although COMPANY does not intend for the Site to contain objectionable content, you understand and acknowledge that by using any of the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Site at your sole risk and that COMPANY shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

F. Suspension; Termination.

Except as may be separately agreed in writing between you and COMPANY, COMPANY reserves the right to change, suspend, remove, disable or terminate access to the Site at any time without notice, for any or no reason, and with no liability or responsibility to you. COMPANY may also impose limits on the use of or access to the Site, in any case and without notice or liability. These Terms and your license to use the Site are effective until terminated by you or COMPANY. You may terminate your agreement with these Terms and your obligations hereunder by ceasing all use of the Site. If you fail to comply at all times with these Terms, your license to use the Site will terminate automatically and without any notice from COMPANY, and your continued use after termination exposes you to legal liability to COMPANY, which COMPANY may pursue to the fullest extent permitted by law, including the pursuit of money damages or injunctive relief at our discretion. Upon any termination of the license, you shall cease all use of the Site.

G. Internet Disclaimer.

Use of the Internet and the Site is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. COMPANY does not guarantee the confidentiality or security of any communication or other material transmitted to or from the Site over the Internet or other communication network.

COMPANY shall not be obligated to correct or update the Site or its content, and COMPANY shall not be liable for omissions, typographical errors, or out-of-date information which may appear on the Site.

H. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SITE AND INFORMATION CONTAINED THEREIN ARE PROVIDED AS IS , AS AVAILABLE , WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR PERFORMANCE, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, CURRENCY OR COMPLETENESS OF INFORMATION, OF NON‑INFRINGEMENT, OF FUNCTIONALITY, OF AVAILABILITY, OF NETWORK CONNECTIVITY AND TRANSMISSION, OF ABILITY TO ACCESS OR USE THE SITE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR‑FREE, THAT DEFECTS IN THE SITE WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY. Certain jurisdictions do not allow the exclusion of certain implied warranties or limitations on applicable statutory rights of a consumer, so certain of the above exclusions and limitations may not apply to you.

I. LIMITATION OF LIABILITY.

IN NO EVENT SHALL COMPANY, ITS AFFILIATES, SUBSIDIARIES, PARENT ENTITY(IES), DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, PHYSICIANS, STAFF, AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY THE COMPANY PARTIES ) BE LIABLE FOR PERSONAL INJURY OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR SALES, LOSS OR CORRUPTION OF DATA, LOSS OF USE OF YOUR DEVICE, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO (ZERO) LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SITE. Certain jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so these limitations may not apply to you.

You agree to indemnify, defend and hold harmless COMPANY and the COMPANY Parties (defined above) from and against any and all claims, actions, proceedings and suits, and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorney s fees and other dispute resolution expenses) incurred by any COMPANY Party arising out of or relating to your use of the Site or your violation or breach of these Terms.

J. Cookies.

We may use computer cookies when you visit our Website. A cookie is a small text file placed on your computer so that our Website can recognize you while you are interacting with it. This generally makes your online experience more convenient. Our third party service providers may also use cookies on our behalf. Although you can generally disable our cookies, we do not recommend this because certain parts of the Website may not work properly and cause you inconvenience. Turning off cookies may prevent the Website from properly collecting information we need to fulfill the uniform order.

K. Ownership.

The Site and its Contents are licensed and not sold or transferred. COMPANY reserves all rights not expressly granted to you by these Terms. The information, text, content, images, videos, data, look and feel, color scheme, logos, and all other material contained on the Site are subject to copyright, patent, trademark and other intangible rights protection. You may not use such material except as part of the Site and in accordance with these Terms. No portion of the Site may be reproduced in any form or by any means, except that you may use sharing features available from within the Site (but only to the extent facilitated by such sharing feature). We do not grant you any other rights to such material.

L. Governing Law.

The laws of the State of New York (other than rules that would apply the law of other states) govern these Terms and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws. The exclusive jurisdiction and venue for any actions that you bring against COMPANY relating to your use of the Sites shall be the courts located in or having jurisdiction over New York County in the State of New York. YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL. UNLESS PROHIBITED BY YOUR JURISDICTION, YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN OR CONSOLIDATE YOUR CLAIMS AGAINST COMPANY WITH THE CLAIMS OF THIRD PARTIES.

M. Amendments.

COMPANY may update these Terms at its discretion and from time to time. It is your responsibility to review these Terms fully and to continue using the Site only if you agree to these Terms. COMPANY may notify you of minor updates to these Terms via email or web notification, and for more significant changes, we may require you to accept such change by a click or other action before you are permitted to continue using the Site (for example, via a pop-up screen or popover message). Your continued use of the Site constitutes your consent to all amendments made to these Terms, and you must consent to all updates in order to continue using the Site.

N. Legal; DMCA.

If you have questions or requests regarding these Terms, you may direct them to us by writing to bob.carella@bobfi.com.

Requests or notifications such as copyright takedown requests under the DMCA (Digital Millennium Copyright Act) or domain-related complaints under UDRP (Uniform Dispute Resolution Policy) must also be notified to us by writing to bob.carella@bobfi.com.

Last updated: April 11, 2024

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MASTER TERMS AND CONDITIONS

This Master Services Agreement ( Agreement ) is made and entered as of the execution of a related Work Orders agreement(s), by and between the Company and the client listed in and executes an incorporated Work Order(s) (the Client ), and together with the terms of a related Work Order(s), Company s website Terms, and Company s Privacy Policy serves as the sole agreement pursuant to which Client shall receive and Company shall provide the various Services more fully described in a separate Work Order(s). To the extent the terms and conditions set forth in any other agreement are inconsistent with the terms and conditions of this Agreement and/or a related Work Order(s), the terms and conditions of this Agreement and related Work Order(s) shall prevail.

1. Agreement. Company agrees to provide to Client and its Affiliates the services ( Services ) and to deliver to Client the items, products or other deliverables ( Deliverables ) described in the statements of work or work orders ( Work Order or Work Orders ) executed from time to time by authorized representatives of both parties and which reference this Agreement. The terms and conditions ( Terms ) set forth in this Agreement apply to the Services and Deliverables and are an integral part of and are hereby incorporated into each Work Order. In the event of a conflict between the Terms and the provisions of a Work Order, the Terms shall govern and supersede the provisions of the Work Order unless the Work Order specifically states otherwise. For the purposes of this Agreement, the term Affiliate shall mean any entity controlling, controlled by or under common control with Client. Nothing contained in this Agreement alone shall constitute a commitment by Client to purchase Services or Deliverables. Such a commitment shall arise only from a Work Order signed by the parties. This Agreement is nonexclusive, and Client may contract with other entities to perform services and provide deliverables related to or similar to the Services and Company may contract with other entities to perform similar services and provide similar deliverables.

2. Work Order. All Work Orders must be accepted within thirty (30) days from date thereof unless otherwise indicated in the Work Order. If a Work Order is not executed within thirty (30) days of the issuance date by Company, then the prices set forth in such Work Order may be subject to change. No Work Orders shall be effective unless mutually executed by the parties. Work Orders shall specify the Services and Deliverables to be provided by Company, applicable fees, invoicing schedule, specifications, project timelines, as well as any requirements which are in addition to the general provisions of this Agreement. Any change in the Services, Deliverables, or other provisions of the Work Order may be made only by a written amendment signed by the parties. Except for Products (as hereinafter defined) and except as otherwise expressly provided in a Work Order, Company shall supply all personnel, equipment, assets and facilities necessary to perform the Services and provide the Deliverables. Upon signature by both of the parties, such Work Order shall be a binding contract between Company and Client. Company shall not commence work on the Services or Deliverables under any Work Order until receipt of such signed Work Order and, if applicable, a purchase order covering such Work Order.

3. Fees; Expenses; Payment. Fees payable under a Work Order are set forth in the Work Order and shall be valid for a period of one year from the effective date of the Work Order. Effective on the anniversary date of each outstanding Work Order under this Agreement, the fees or rates payable under the applicable Work Order shall be increased by a percentage amount that considers cost of living adjustments and other market factors.

Company shall invoice Client as set forth in the applicable Work Order. Client shall pay correct, undisputed invoices within thirty (30) days of receipt by Client, unless otherwise mutually agreed in an applicable Work Order, at the address, or email address designated by Client in the applicable Work Order. Client may withhold payment of any invoice disputed in good faith, if Client notifies Company of such dispute within ten (10) days of receipt of such applicable invoice. If Client fails to pay when due any properly invoiced amount that is not disputed in good faith by Client, and does not cure the failure within ten (10) business days of Company s written notice, then Company may suspend all work for Client until such failure is cured (and terminate this Agreement and all Work Orders if payment failure is not cured with thirty (30) business days of work being suspended). If Company brings a legal action to collect the overdue amount, then Company may also collect its reasonable costs of collection, including attorneys fees and court costs. To the extent set forth in the applicable Work Order, Client will reimburse Company for actual, out-of-pocket expenses in connection with the Services and other expenses (such other expenses are subject to Client s prior approval) Company will submit its expense invoice, including copies of expense receipts.

4. Acceptance of Deliverables. Except as otherwise set forth in an applicable Work Order, upon receipt of the Deliverables pursuant to a Work Order, Client will test such Deliverables to determine their compliance with the applicable Work Order and this Agreement. Within ten (10) business days (or such other number of days as may be mutually agreed upon) following Client s receipt of the Deliverables (the Testing Period ), Client will provide Company with written acceptance or rejection of the Deliverables. In the event of rejection, Client shall provide to Company the reasons for rejection in reasonable detail including a statement of errors explaining the non-conformity of the Deliverables with the applicable Work Order. Company will correct the errors identified in the statement of errors and deliver the corrected Deliverables to Client within fifteen (15) business days (or such other number of days as may be mutually agreed upon) of receipt of the statement of errors. The procedure set forth in this paragraph shall be repeated until Client accepts the Deliverables or the parties agree otherwise. Client will be deemed to have unconditionally accepted the Deliverables if no acceptance or rejection is provided to Company within ten (10) business days of Client s receipt of any Deliverables.

5. Products. To the extent applicable, any samples, content, products, logos, images, writings, intellectual property or other materials, whether to be added or incorporated into the Services or Deliverables or not to be delivered to Client by Company in connection with a Work Order ( Products ) are to be delivered to Client in a timely manner to Client in the manner set forth in the Work Order. To the extent applicable, title and risk of loss to the Products shall transfer to Client at the time of shipment.

6. Product Rights. Company represents and warrants to Client that it has the right to provide Client the Products solely for use in the Services or Deliverables under and in accordance with the applicable Work Order.

7. Deliverables, Ownership, and Intellectual Property.

(a) Deliverables. The scope of the deliverables (the Deliverables ) will be set forth in an applicable Work Order executed between the parties.

(b) Background Intellectual Property. To the extent applicable, each party shall retain ownership or control over its Background Intellectual Property (as hereinafter defined) used in performance of the Agreement. Nothing in this Agreement transfers any control, license (except to the extent may be licensed hereunder) or ownership rights of one party s Background Intellectual Property to the other party. For purposes of this Agreement, Background Intellectual Property means all Intellectual Property used, disclosed or delivered in performance of this Agreement that is: (a) developed, authored, invented, controlled or licensed by either party or its designee(s) prior to, or as of, the Effective Date (set forth in the signature block below) of this Agreement; or (b) developed, authored, invented, controlled or licensed by either party or its designee(s) after the Effective Date of this Agreement but not in connection to or in performance of this Agreement. Company s Background Intellectual Property shall also include any improvements, enhancements, modifications and/or derivative works to the Company s Background Intellectual Property and any new developments, tools, utilities or standards related to the foregoing made during the course of performing Services hereunder to the extent such improvements, enhancements, modifications, derivative works, tools, utilities, standards, and developments of general applicability are not specifically applicable to Client s business, Client s Confidential Information or Client s Background Intellectual Property adapted to or incorporated into any Work Product. Further, Intellectual Property means: (a) all inventions and discoveries (whether or not patentable) and any patents and patent applications; (b) all registered and unregistered trademarks, service marks, trade dress, logos, trade names, whether issued or filed, including all goodwill associated with therewith and all applications, registrations and renewals in connection therewith; (c) all works of authorship, copyrights, and all applications, registrations and renewals in connection therewith; (d) all technical data, trade secrets, proprietary information and Confidential Information related thereto (including ideas, research and development, know how, compositions, designs, drawings, specifications); and (e) all computer software (both Executable and Source Code), including hard copy and soft copy as well as all data and related documentation in connection therewith. During the term of this Agreement, each party grants to the other party the rights and licenses to each other s Background Intellectual Property as required by each party to solely perform its obligations hereunder.

8. Warranties and Disclaimer.

(a) Company warrants that the Services performed and the Deliverables prepared in a professional and workmanlike manner, by properly trained personnel, in accordance with generally accepted industry practices, and in a manner that complies with all applicable laws and regulations.

(b). Company represents and warrants that the Deliverables do not infringe upon any third party right. In the event the Services or Deliverables are or are likely to become the subject of a claim of infringement of any third party rights, Company, at its sole option and expense, shall (i) modify the Deliverables so that they are non-infringing but functionally equivalent; (ii) replace the infringing Deliverable(s) with non-infringing substantially similar products reasonably acceptable to Client or (iii) if none of the foregoing are commercially reasonably, refund to Client fees for the Deliverables and terminate the Agreement and any accompanying Work Order.

(c). Except as specifically set forth herein, all Services and Deliverables are provided AS IS, WITHOUT ANY WARRANTY OF ANY TYPE, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OR DEALING INCLUDING WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CLIENT UNDERSTANDS THAT ASSESSING ACCESSIBILITY IS HIGHLY COMPLEX, SUBJECTIVE AND CHANGEABLE, AND AS SUCH, ACHIEVING ABSOLUTE OR TOTAL COMPLIANCE IS NOT POSSIBLE. ACCORDINGLY, COMPANY MAKES NO WARRANTY THAT THE SERVICES OR DELIVERABLES PROVIDED WILL ENSURE COMPLETE COMPLIANCE WITH APPLICABLE ACCESSIBILITY LAWS, REGULATIONS AND/OR STANDARDS.

9. Compliance with Laws. Except as otherwise qualified herein, Company shall make commercially reasonable efforts to provide all services under this Agreement in accordance with all applicable federal, state and local laws, rules and regulations.

10. Limitation of Liability. LIABILITY OF COMPANY TO CLIENT FOR DAMAGES FOR ANY CLAIM WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE SHALL BE LIMITED TO THE PRICE SPECIFIED IN THE WORK ORDER FOR THE SPECIFIC SERVICES AND/OR DELIVERABLES THAT CAUSED THE DAMAGES OR THAT ARE THE SUBJECT MATTER OF, OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER SPECIAL COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION THEREOF, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST CLIENT BY ANY THIRD PARTY.

11. Confidential Information.

(a) A party disclosing ( Discloser ) Confidential Information to the other party ( Recipient ) shall be deemed to have done so under the terms of this Agreement. As used herein, Confidential Information shall mean any business or technical information, whether oral or written, whether or not stored in any medium, relating to Discloser s business, including, but not limited to equipment, software, designs, technology, technical documentation, product or service specifications, applications, methodologies and other know-how which is identified as Confidential Information at the time of disclosure. Such Confidential Information includes original Information supplied by Discloser, as well as all copies and any reports, analyses, products and other material derived from or containing such original Information.

(b) Recipient s obligations under this Agreement shall not apply to any Confidential Information which is (i) in or enters the public domain through no breach of this Agreement by Recipient; (ii) already in the possession of Recipient at the time of initial disclosure and with respect to which no obligation of confidentiality exists; (iii) independently developed by Recipient without reference to Discloser s Confidential Information; (iv) approved for use or disclosure by written authorization of the Discloser; or (v) the subject of an order issued by a court or other government entity compelling disclosure, provided however, that in the event disclosure is required by law, Recipient will provide Discloser with prompt notice of such requirement in order to enable Discloser to seek an appropriate protective order and will provide assistance, as required by Discloser, in seeking such order. Recipient agrees, where there is any uncertainty as to the confidential status of any information proposed to be used or disclosed by Recipient, to consult with and seek the approval of Discloser before such use or disclosure.

(c) Recipient will use Confidential Information only for the purposes of its business relationship with Discloser. Except as may be permitted by this Agreement, Recipient shall hold in confidence, shall not disclose to any other person who is not under a like obligation of confidentiality, and shall not exploit for Recipient s own benefit or for the benefit of another person or organization, any Confidential Information. Recipient shall use at least the same level of diligence to protect Discloser s Confidential Information from unauthorized use or disclosure as it uses to protect its own confidential or proprietary Information, but in no event shall Recipient use less than reasonable care. Each party will promptly notify the other of any unauthorized disclosure of any Confidential Information.

(d) Recipient shall not copy or reproduce Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on any and all such copies. Upon request of Discloser or upon termination of the business relationship contemplated herein, Recipient shall promptly deliver to Discloser all documents and other materials in any form containing Confidential Information, however recorded, in Recipient s possession or under Recipient s control, or shall immediately destroy all such documents and furnish the other party with written certification of their destruction.

(e) Neither this Agreement nor the disclosure of Confidential Information hereunder shall be construed as granting any right or license, express or implied, under any copyright, patent, trade secret, or other intellectual property right now or hereafter owned or controlled by Discloser. Recipient acknowledges that it is granted only the limited right to use Confidential Information as provided herein, and that such right is revocable at will by Discloser and is not coupled with any interest in the Confidential Information. Recipient shall not assert any right, title or interest in the Confidential Information or in any documentation, media or any other material provided to Recipient in connection with the Confidential Information. Recipient shall not reverse engineer or attempt to derive the composition or underlying information or structure of any Confidential Information. Nothing in this Agreement shall be construed as an obligation by either party to disclose any Confidential Information or enter into a further contract or other business relationship with the other party.

(f) Any Information provided hereunder, whether Confidential Information or otherwise, is provided by Discloser on an AS IS basis. Discloser shall not be liable under any circumstances for any kind of damages whatsoever arising from any use by Recipient of such Confidential Information, whether or not such use is authorized hereunder.

(g) The parties acknowledge that the obligations contained in this Agreement regarding Confidential Information shall survive for a period of two (2) years from the later of the effective date of this Agreement or the date on which all business relationships entered into by the parties with each other are terminated. Recipient acknowledges and agrees that monetary damages may not be an adequate remedy for any breach of the provisions regarding Confidential Information set forth in this Agreement and that Discloser shall be entitled to seek an injunction or specific performance as a remedy for any breach, and that such remedies are not exclusive but in addition to any other remedies available.

12. Assignment. Neither party may assign their rights and obligations under a Work Order or this Agreement without the other party s prior written consent, which shall not be unreasonably withheld; provided, however, that upon written notice to the other party, either party may assign this Agreement, and all is rights and obligations thereunder, to (i) an Affiliate or (ii) an acquiring entity or successors and assigns in the event of a merger, reorganization, consolidation, or sale of all or substantially all of such party s assets and in the case of Client, a sale, transfer or assignment of any portion of the Client s assets related to the Deliverables and/or Work Product. Any attempt to assign this Agreement in contravention of this Section shall be void and of no force and effect unless otherwise agreed to in writing.

13. Taxes. Client shall be responsible for and pay all applicable federal, state or local taxes or charges (including without limitation sales, use or excise taxes) together with any penalties or interest thereon that are imposed in connection with the fees and charges paid or payable by Client to Company pursuant to this Agreement and any Work Order (except taxes based on Company s net income or gross receipts). Client shall pay all such applicable amounts directly to the taxing authority unless the taxing authority requires that Company collect and remit such amounts to the authority in which case, Client shall pay to Company or reimburse Company for such amounts. If applicable, Client shall provide to Company a copy of Client s tax exemption certificate. Client and Company shall each have the right to protest or appeal any tax or charge assessed against it by any taxing authority with respect to the subject matter of this Agreement.

14 Force Majeure. Neither party shall be liable for any damages or penalty for delay or inability to perform its obligations hereunder or failure to give notice of delay or inability when and to the extent such delay or inability is due to the elements, acts of God, or any other causes beyond reasonable control of the party; provided, however, the party shall provide written notice to the other party of the occurrence of such an event. Should such an occurrence continue for over ninety (90) days, Client may terminate this Agreement without penalty, and Company shall promptly refund any unused prepaid fees provided to Company under the Work Order(s) at issue.

15 Independent Contractor. Company is an independent contractor of the Client, and nothing in the course of the parties dealings shall establish a relationship of employer/employee, principal/general agent, master/servant, franchiser/franchisee, joint ventures, or partners. Neither party shall have any authority to make representations on behalf of or to bind the other, or to hold itself out as having authority to do so.

16. Term and Termination.

(a) Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as there is an active Work Order which references this Agreement (the Term ).

(b) Termination with Cause. Company may terminate this Agreement for Client s failure to make timely payments as set forth in this Agreement. Either party may terminate this Agreement if the other Party fails to cure any other material breach of this Agreement within thirty (30) days after written notice of such breach.

(c) Termination without Cause. If there are no Work Orders outstanding, Client may terminate this Agreement for any reason or no reason within sixty (60) days after written notice to Company. Company may terminate this Agreement for any reason or no reason at all, in whole or in part, on ninety (60) days prior written notice to Client.

(d) Effect of Termination. In the event this Agreement is terminated pursuant to this section, all Work Orders must be paid in full. In addition, if this Agreement is terminated with Cause, Company shall be paid any amounts owing for Services completed in compliance with the applicable Work Order and this Agreement as of such termination date and approved expenses incurred through the termination date. In such event, Client shall also reimburse Company for the costs of all documented non-cancelable expenses and materials on order from, or owed to, third parties (which materials shall become Client's property) resulting from such termination or suspension of Services, provided that Company provides written documentation evidencing all such non-cancelable expenses and materials. All work in progress will be delivered to Client in its current state. In addition, Company shall timely refund any unused prepaid fees provided to Company under the Work Order(s) at issue for Services/Deliverables not completed as of the termination date. Termination of this Agreement with Cause will result in the coterminous termination of all Work Orders as of the effective date of termination.

17. Disclosure. Neither party shall issue any press release or other public disclosure concerning this Agreement without prior written consent of the other party, which shall not be unreasonably withheld. However, either party may disclose the existence of this Agreement or its contents as may be required to comply with applicable laws or regulations, so long as such disclosure is in accordance with this Agreement. Notwithstanding the above, Client hereby consents to Company s use of Client's name and representative work, with prior review and written consent, in any listings of representative clients and work portfolio on Company s website or any other marketing materials provided that such representative work shall not contain (or shall have removed therefrom) any Client Confidential Information.

18. Non-solicitation. During the Term of this Agreement and for one (1) year after its termination, neither party will, without the other party s express written consent, directly or indirectly, solicit or induce employees of the other party to terminate their employment with the other party. A general advertisement or a request for employment initiated exclusively by the employee is not considered a solicitation.

19. Governing Law; Venue. The parties rights or obligations under this Agreement will be construed in accordance with, and any claim or dispute relating thereto will be governed by, the laws of the State of New York, without giving effect to conflict of law rules. In the event of any court action which may be allowed by this Agreement, the venue of such shall be in the State or Federal Court of New York County, New York.

20 Notice. All notices under this Agreement shall be considered delivered the day after such notice was sent to the other party via traceable means for overnight delivery to the address shown in an applicable Work Order.

21. Entire Agreement. The Work Orders and this Agreement constitute the complete and entire agreement between the parties with respect to the Services and Deliverables and supersede all prior or contemporaneous agreements, representations and/or communications, either oral or written, between the parties hereto or any representative of such parties with respect to the subject matter thereof and hereof. No changes to this contract or waiver of any provision hereof will be binding on Company unless made in writing and signed by a duly authorized representative of Company. Company s failure to object to provisions contained in any communication from Client shall not be deemed a waiver of these Terms.

22. Survival. The provisions of Sections 3, 6, 7, 8, 10, 11, 13, 16, 17,18, 21 and 22 shall survive any expirations or earlier terminations of this Agreement and remain in effect in accordance with their terms.

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