AffinIT, LLC Terms & Conditions

1.      DEFINITIONS

In this Agreement, the following words and phrases shall have the following meaning:

1.1. “AFFILIATE” OR “AFFILIATES” means any entity, individual, firm, or corporation which, directly or indirectly, controls, is controlled by or is under common control with such entity, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise.

1.2. “AGREEMENT” means, collectively: (i) this Agreement, (ii) each Service Order entered into in accordance with the terms of this Agreement and incorporated by reference hereto, and (iii) each exhibit, attachment, appendix and/or schedule attached to any of the foregoing.

1.3. “CLIENT” as defined in the Service Order.

1.4 “CLIENT-DATA” means any electronic data or other information provided by or on behalf of Client that would typically be provided to Provider in the normal course of the performance of Services under this Agreement.

1.5 “CLIENT FURNISHED MATERIALS” means any materials, Client Data, documentation, or other items provided or to be provided by Client or any third party on behalf of Client, including computers, software, office space, desks, furniture, facilities, utility services (e.g., electric, telephone or communications), equipment, component, part, supplies, computer program, and other goods and services.

1.6. “CONFIDENTIAL INFORMATION” as defined in Section 6.1.

1.7. “DELIVERABLE” means any work product, goods, software, reports, tangible or intangible property or other deliverable identified in a Service Order.

1.8 “DISTRIBUTABLE LICENSE” means, subject to Section 4, an irrevocable, perpetual, worldwide, nonexclusive, royalty-free, fully paid, non-transferrable, site unrestricted license to use the Provider Proprietary Materials or Deliverables to the extent required in order to use the Services or Deliverables.

1.9. “EFFECTIVE DATE” is the earliest date of the first fully executed Service Order

1.10. “INTELLECTUAL PROPERTY RIGHTS” or “IPR” means any patent, patent rights, copyright, trademark, trade secret, database right, business process method or other intellectual property or proprietary right.

1.11. “LOSSES” mean all losses, liabilities, damages, and claims (including taxes), and all related costs and expenses (including any and all reasonable attorneys’ fees and reasonable costs of investigation, litigation, settlement, judgment, interest and penalties).

1.12. “PARTY” means Client or Provider and “Parties” means both Client and Provider.

1.13. “PROJECT” means any task or service as defined in a SERVICE ORDER.

1.14. “PROVIDER” is defined in the first paragraph of the Agreement.

1.15. “PROVIDER PERSONNEL” means the employees, authorized subcontractors or agents of the Provider.

1.16 “PROVIDER PROPRIETARY MATERIALS” means any and all information and materials, including software, provided to Client by or on behalf of Provider, or otherwise used by Provider, and all systems, techniques, methodologies, ideas, concepts and know-how developed by or on behalf of Provider in connection with the provision of Services and Deliverables, that Provider developed or acquired prior to the Effective Date, or anytime, independent of this Agreement, including derivative works and enhancements of the foregoing, even if the derivative works were created as part of the Services. For the avoidance of doubt, Provider Proprietary Materials does not include the Deliverables, Client Confidential Information, and Client-Furnished Materials. Inclusion of Provider Proprietary Materials in any Deliverable does not change its character as a Provider Proprietary Material.

1.17 “PURCHASED ITEMS” means any Hardware, Software, Licenses and/or Warranty items sourced by Provider

1.18. “SERVICE ORDER” OR “SERVICE CHANGE ORDER” means a written work order or modification to an existing work order that is prepared, agreed upon and signed by the duly authorized representatives of the parties during the Term that describes the specific Services and/or Deliverables to be provided by Provider to Client under this Agreement.

2 PAYMENT OF FEES; TAXES; EXPENSES

2.1 INVOICING. Provider shall invoice Client for the services performed by Provider under the Agreement in accordance with the charges set forth in each Service Order. Provider shall submit invoices to Client for the Services in accordance with the invoice frequency schedule set forth in each Service Order.

2.2. INVOICE PAYMENT. Unless otherwise specified in a Service Order, Client will pay Provider within thirty (30) days of the invoice date in accordance with the remittance instructions on the invoice. The Client shall pay all fees due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). However, Client acknowledges that the payment terms for Purchased Items may differ from Client’s general payment terms and by accepting any Service Order from Provider which includes Purchased Items agrees to these payment terms for Purchased Items.

2.3. TAXES. Client shall pay all sales, use, excise, services or similar taxes imposed on the Services and goods purchased or leased. Provider is responsible for paying all income or business taxes imposed as a result of the fees paid to Provider pursuant to this Agreement.

2.4. EXPENSES; COLLECTION. Except to the extent that the Agreement specifically provides to the contrary: (a) Client will reimburse Provider for reasonable out-of-pocket expenses incurred by Provider personnel involved in the provisions of the Services under the Agreement, provided Client specifically authorized each expense or range of expenses in advance in writing; (b) Provider will invoice Client monthly for any travel, meal, or other expenses at cost and will provide Client with receipts for all expenses more than $50.00; (c) Client will not be required to reimburse Provider for any air travel other than coach (or its cost equivalent class); and (d) Client is responsible for its own expenses regarding the fulfillment of its obligations under the Agreement. In the event Provider brings a collection action against Client for enforcement of payment obligations under the Agreement, Client agrees to pay all costs, expenses, and reasonable attorneys' fees in connection with such action.

2.5 LATE FEES. Any amount not paid when due will bear interest at the rate of one and one-half (1.5%) percent per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Provider to collect any amount not paid when due, Client will pay or reimburse the costs of collection (including, without limitation, any legal fees and court costs).

3. SERVICE ORDERS

3.1 SERVICE ORDERS. Services, Purchased Items and/or Deliverables are added through the execution of a Service Order. Each Service Order will set forth, at a minimum, a description of services, payment terms, term of service and roles and responsibilities of the Parties and shall be incorporated in the Agreement by reference thereto. Once both Parties sign a Service Order it shall become part of this Agreement. In the event of a conflict between these Terms and Conditions and a Service Order, the Service Order will govern.

3.2. CHANGES TO A SERVICE ORDER. Either Party may introduce changes (expansion or reduction) to a Service Order using a “Service Change Order.” Both Parties must approve and sign the “Service Change Order” which should include any resulting fee adjustments. Changes will not be implemented by Provider until approved and signed by both Parties. Each new Service Change Order shall be incorporated into and forms a part of this Agreement.

4. OWNERSHIP; LICENSE GRANT.

4.1 OWNERSHIP OF DELIVERABLES. Provider, or its licensor, owns all rights, title and interests in the Deliverables and all IPR therein. Client has no rights in Deliverables other than the license rights granted to Client under this Agreement. To the extent a Deliverable contains any Provider or third-party Confidential Information, or Third-Party Product, such third-party Confidential Information or Third-Party Product will continue to be owned by that third-party. Provider hereby grants to Client a Distributable License to use the Deliverables in connection with the provision of Services hereunder. This license does not include any right to grant sublicences, provided that Client's customers are permitted to use such Deliverables to the extent required in order to use and enjoy the Deliverables in the course of conducting its normal business.

4.2 PROVIDER PROPRIETARY MATERIALS. Provider owns all rights, title and interests in, or has a license to, Provider Proprietary Materials and all IPR therein and Provider shall be entitled to freely use and exploit (and to permit third parties to use and exploit) the Provider Proprietary Materials and for all purposes, including the creation and licensing of new software applications. Client will not have any rights in Provider Proprietary Materials and other than the license rights granted to Client under this Agreement. Client shall use such Provider Proprietary Materials as authorized by Provider in writing from time to time, and solely for purposes of performing Client Responsibilities. To the extent the Provider Proprietary Materials are incorporated into a Deliverable, Provider hereby grants to Client a Distributable License to such Provider Proprietary Materials that Provider embeds in or otherwise provides with (but not unbundled from) any Deliverables to the extent required to fully use and enjoy the Deliverables in the course of conducting its normal business and subject to the rights granted to Provider under this Section 4.2.

4.3 THIRD-PARTY PRODUCTS RESTRICTIONS AND LIMITATIONS. Any Third-Party Products provided to Client pursuant to this Agreement will be licensed to Client according to the terms of the end user license agreement of such Third-Party Product

4.4 RESIDUALS/ITEMS OF GENERAL KNOWLEDGE. Provider will be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, methodologies, and techniques that are used in the course of providing the Services, including information publicly known or available, or that could reasonably be acquired in similar work performed for other clients of Provider. In addition, in no event will Provider be precluded from developing for itself, or for others, materials that are competitive with the  Deliverables, irrespective of their similarity to the Deliverables, provided this is done without use of Client’s Confidential Information or Client-Furnished Materials.

4.5 ANONYMIZED DATA. As between Provider and Client, Provider owns all rights, title, and interests in and to Anonymized Data and all IPR therein. Client agrees that Provider may (a) make Anonymized Data publicly available in compliance with applicable law, and (b) use Anonymized Data to the extent and in the manner permitted under applicable law; provided that such Anonymized Data does not identify Client or use Client’s Confidential Information or Client-Furnished Materials.

4.6 ACCESS TO CLIENT PORTAL. Subject to the terms and conditions of this Agreement, Provider hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 12.6) right to access and use the Client Portal during the Term, solely for use by Client in accordance with the terms and conditions herein, the EULA and as provided by a specific Service Order. Such use is limited to Client’s internal use. Provider shall provide to Client the necessary passwords and network links or connections to allow Client to access the Client Portal. Client shall not use the Client Portal for any purposes beyond the scope of the access granted in this Agreement, or as provided by a specific Service Order. Client shall not at any time, directly or indirectly, and shall not permit anyone to: (a) copy, modify, or create derivative works of the Client Portal, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Client Portal; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Client Portal, in whole or in part; (d) remove any proprietary notices from the Client Portal; or (e) use the Client Portal in any manner inconsistent with the EULA or for any purpose that infringes, misappropriates, or otherwise violates the IPR of any third party, or in violation of applicable laws. Client shall remain solely responsible for its end users use of the Client Portal in compliance with this Agreement.

5 REPRESENTATIONS AND WARRANTIES

5.1. PROVIDER WARRANTY. Provider represents and warrants that all Services will be performed in a professional and workmanlike manner. In the event of a breach of this warranty, Provider, at its own expense, shall promptly re-perform the Services in question.

5.2 EXCLUSIONS. The Provider warranties under this Section 5 do not apply to any Nonconformities in the Service or Deliverables resulting from any: (a) Client-Furnished Materials; (b) use not in accordance with this Agreement or any applicable Service Orders, including Client operation or use of the Deliverables other than in accordance with applicable documentation or design, or on hardware not recommended, supplied or approved by Provider; or (c) modification, damage, misuse or other action of Client or any third-party. Further, Provider does not warrant that the Deliverables or any other items furnished by Provider under this Agreement or any Service Order are free from bugs, errors, defects or deficiencies."

5.3. CLIENT WARRANTY. Client represents and warrants to: (a) comply promptly with Provider’s reasonable directions in relation to the provision of the Services under the Agreement; (b) provide promptly all information, decisions, facilities and assistance Provider reasonably requires to supply the Services; (c) comply with all laws and regulations concerning Client use of the Services; (d) provide Provider safe access to and egress from the premises to which the Services are supplied and obtain the consent of the property owner (where required) for Provider to install, inspect, repair, maintain or remove equipment connected with the provision of the Services; and (e) notify Provider of Client’s inability to comply with Provider reasonable requests in line with the foregoing points outlining why Client cannot comply and providing alternate options so that Provider may continue to meet its obligations under the Agreement. Unless otherwise permitted under the Agreement, Client must not use or permit any other person to use any of the Services for any unlawful or unauthorized purpose.

5.4. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SPECIFIED ABOVE IN SECTION 5.1, PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6 CONFIDENTIALITY.

6.1. “CONFIDENTIAL INFORMATION” refers to the following items one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 30 business days; and (c) any other nonpublic, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.

6.2. NONDISCLOSURE. Recipient will not use Confidential Information for any purpose other than to facilitate the Services (the “Purpose”). Recipient: (a) will not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section 6; and (b) will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient will give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

6.3. INJUNCTION. Recipient agrees that breach of this Section 6 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

6.4. TERMINATION AND RETURN. With respect to each item of Confidential Information, the obligations of Section 6.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Recipient will return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

6.5. RETENTION OF RIGHTS. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

6.6. EXCEPTION AND IMMUNITY. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(a) Immunity. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

7. EMPLOYEES

7.1 ASSIGNMENT OF PERSONNEL. Provider reserves the right to determine which of its personnel shall be assigned to perform Services; provided, however, that it will, subject to scheduling and staffing considerations, attempt to honor Client’s reasonable request for, or for the replacement of, specific individuals.

7.2 NON-SOLICITATION. During the Term, and for a period of 12 months thereafter, Client, and all Affiliates, agree not to solicit, offer employment, or hire, and shall not induce or cause others to do any of the foregoing, any employees or contractors of Provider with whom Client came into contact in connection with this Agreement or who are identified in the Confidential Information. Notwithstanding the foregoing, an employee’s or contractor’s response to any general recruiting efforts or employment advertising will not be considered a breach of this Section 7.2. For each employee who quits due to the breach of this Section 7.2, Client will pay Provider an amount equivalent to one year’s compensation of such employee, as liquidated damages.

8 INDEMNITY

8.1. MUTUAL INDEMNITY. Parties agree to indemnify, defend and hold each other, their respective Affiliates and their respective officers, directors, employees, agents, successors and assigns, from and against any and all Losses incurred by the other arising from or in connection with any third-party claims of infringement made against either Party of any intellectual property alleged to have occurred arising from, related to or because of the equipment, hardware, software, systems, products, or other items provided to, for or by each other. This obligation to indemnify will be excused to the extent that a Party seeking indemnification fails to provide prompt notice of the claim for indemnification.

9 LIMITATION OF LIABILITY

9.1. CAP. PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $25,000.00

9.2. EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL PROVIDER BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THIS LIMITATION APPLIES TO (A) LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF CLIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 8, PROVIDER’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

10. INSURANCE

Coverage Determined by the Parties. Except as may be set forth in a Service Order, each party will determine the types and amounts of insurance coverage it requires in connection with this Agreement. Neither party is required to obtain insurance for the benefit of the other party. Each party shall pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party’s insurance policies, including but not limited to property insurance, business interruption insurance, and other first-party insurance. However, Client agrees to maintain casualty insurance on its equipment, property and assets in the amount not less than the current replacement value of said items.

11. TERM OF THE AGREEMENT

11.1 This Agreement shall commence on the Effective Date and continue until otherwise terminated under this Section 11.

11.2 NO CAUSE TERMINATION. Either party may at any time and without cause terminate this Agreement by giving at least thirty (30) days’ prior written notice of termination to the other party. Termination of this Agreement shall not affect any Service Order then in effect, unless the parties specifically agree otherwise in writing, and this Agreement shall continue to govern any such Service Orders until they are terminated or performance has been completed in accordance with the terms of such Service Order. Upon such termination of the Agreement, Client shall pay Provider for all Services rendered, Deliverables delivered, and expenses incurred by Provider up to the date of termination or completion of the last remaining Service Order in effect

11.3 TERMINATION FOR BREACH. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment, or obligation under this Agreement or any Service Order that, to the extent such breach is remediable, remains uncured for ten (10) days following written notice thereof. Termination of an Service Order in accordance with this clause shall not affect the Agreement or any other Service Order then in effect, unless the parties specifically agree otherwise in writing, and this Agreement shall continue to govern any other such Service Orders until they are terminated or performance has been completed in accordance with the terms of such Service Order. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party. Notwithstanding the foregoing, any failure by Client to timely pay Provider any amounts due under any Service Order will constitute a material breach of this Agreement.

11.4 TERMINATION FOR BANKRUPTCY, INSOLVENCY OR FINANCIAL INSECURITY. Either party

may terminate this Agreement immediately at its option upon written notice if the other party: (a) becomes or is declared insolvent or bankrupt; (b) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (c) ceases to do business in the normal course; or (d) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either party is excused or prohibited from performing in full all obligations hereunder.

11.5 OBLIGATIONS UPON TERMINATION. If this Agreement or any Service Order is terminated pursuant to this Section 11, then, unless otherwise specifically provided for in the Agreement or the applicable Service Order, the following will apply: (a) the parties will cooperate to effect an orderly, efficient, effective and expeditious termination of the party’s respective activities under the terminated Service Order; (b) Provider will return to Client, and/or destroy, at Client’s option, any and all Client- Furnished Materials delivered by Client to Provider under the terminated Service Order; (c) Provider will have no obligation to perform any Services under the terminated Service Order after the effective date of the termination; and (d) Client will pay to Provider any undisputed fees, reimbursable expenses, compensation or other amounts payable for Services performed under the terminated Service Order prior to the effective date of the termination. Upon termination, each party shall return and/or destroy, at the other party’s option, the other party’s Confidential Information and any other materials or property of the other party that is in its possession at the time of termination. Provider shall be entitled to retain the Client's Confidential Information to the extent statutorily required.

11.6 EFFECTS OF TERMINATION. In the event of termination due to Client’s breach, the following will also apply to the terminated Service Order: (a) any license or any other right granted to Client with respect to any Deliverables for which full payment has not been received by Provider (the “Unpaid Deliverables”) or Provider Proprietary Materials incorporated in any Unpaid Deliverable will terminate effective as of the effective date of the termination; (b) Client will return to Provider any and all Unpaid Deliverables including any Provider Proprietary Materials incorporated therein delivered by Provider under the terminated Service Order; and (c) Client will return or destroy any and all copies of such Unpaid Deliverables or Provider Proprietary Materials made by or on behalf of Client and, upon request by Provider, deliver to Provider a written certification of such destruction signed by an officer of Client.

12 MISCELLANEOUS

12.1 SURVIVAL. Survival. Any and all liabilities incurred or accrued by either party prior to the effective date of termination shall survive. The following provisions will survive termination or expiration of this Agreement: Section 1 (Definitions), Section 2 (Payment), Section 4 (Ownership; License Grant), Section 5 (Representations and Warranties), Section 6 (Confidential Information), Section 8 (Indemnity), Section 9 (Limitation of Liability), Sections 11.6, (Effect of Termination), Section 12 (Miscellaneous), and any other provision of this Agreement that must survive to fulfill its essential purpose.

12.2 PUBLIC ANNOUCEMENTS. Client hereby grants Provider a limited, worldwide, revocable, perpetual, and non-sublicensable right to use, reproduce, and publish Client’s trademarks and logos (as provided by Client) solely for: (a) listing Client on the Provider’s website, marketing materials, and social media accounts as client, and (b) use in Provider’s client case studies. For sake of clarity, no case study shall include the Confidential Information of Client. Provider may, with the prior, written, authorization of Client, also use Client’s trademarks in connection with joint press releases and client testimonials, and in any other manner as may be agreed upon by the Parties from time to time. Client agrees to reasonably participate in and cooperate with Provider in the procurement of Client review of Provider’s Services and Deliverables.

12.3 FORCE MAJEURE. Neither Party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation, the following occurrences to the extent they are beyond the reasonable control of the defaulting or delaying Party: acts of God, acts of war, pandemics, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes.

12.4 ASSIGNMENT AND SUBCONTRACTING

(a) Binding. The Agreement will be binding on the Parties and their respective successors and permitted assigns. For purposes of the Agreement, a change in control or ownership of a Party or a sale of all or substantially all of the assets of a Party shall be deemed an assignment of the Agreement.

(b) Assignment. Provider may assign this Agreement to an Affiliate or third-party upon fifteen (15) days prior written notice to Client. Client may not assign this Agreement without the prior written consent of Provider.

(c) Subcontracting. Provider may subcontract its Service obligations under the Agreement provided that by subcontracting Provider is: (i) not relieved from any of its obligations under the Agreement; and (ii) liable for any breach of the Agreement committed, caused or contributed to by Provider’s subcontractors.

12.5 GOVERNING LAW AND JURISDICTION. The Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, without reference to its conflict of laws provisions. The exclusive jurisdiction and venue for all legal actions arising out of or related to the Agreement shall be in courts of competent subject matter jurisdiction located in the State of New Jersey, and the Parties hereby consent to the jurisdiction of such courts.

12.6 Notices. Except as otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement have binding legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 14.4).

 If to Client:

 Name, address and email address listed on the Service Order

 If to Provider:

Chief Financial Officer

AffinIT, LLC

18 Cranbury Neck Road Cranbury NJ 08512

Notice@affinitmsp.com

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, with confirmation of receipt; and (d) on the 5th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

12.7 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. No amendment, modification, supplement to or waiver of this Agreement or an Addendum shall be binding upon a Party hereto unless made in writing and signed by authorized representatives of both Parties.

12.8 SEVERABILITY. In the event that any term or provision of the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision and the Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

12.9 HEADINGS. Headings and captions in the Agreement are for convenience only and shall not affect the meaning or have any bearing on the interpretation of any provision of the Agreement. Unless otherwise expressly provided, all references to a section incorporate all subsections there under.

12.10. LEGAL PROCESS. The Parties hereby reserve the right to comply with any and all warrants, court orders, subpoenas, summons and other legal requirements, provided that a Party shall promptly notify the other Party of its receipt of any such process, and shall reasonably cooperate, at such other Party’s expense, with efforts of such other Party to prevent or limit disclosure in response to such process.

12.11 RELATIONSHIP OF PARTIES. The Parties are independent contractors and will so represent themselves in all regards. Nothing contained in the Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or other agency or relationship between Provider and Client other than that of Provider and client. Neither Provider nor Client have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

12.12 NO DISPARAGEMENT. Each Party agrees that during the term of the Agreement and at all times thereafter to refrain from making any disparaging statement or remark about the other Party to any third party.

12.13 ELECTRONIC SIGNATURE. This Agreement together with all Service Orders, may be executed and delivered by electronic signatures and upon such delivery of signatures will be deemed to have the same effect as if the original signature had been delivered to the other Party.

Version 1: Rev 1 - Published May 31, 2024