WEBSITE AGREEMENT 

Eligibility; Privacy

The products and services offered through the website are not available to persons under the age of 18. BY CLICKING ANY “SUBMIT” OR OTHER BUTTON OR BY ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITES YOU REPRESENT AND WARRANT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE A LEGAL RESIDENT OF THE UNITED STATES.

Some of the products and services offered through the website may be subject to additional terms and conditions, including those products and services offered by or through third-party providers. To the extent not inconsistent with these Terms of Use, these additional terms and conditions are hereby incorporated herein by reference; however, in the case of any inconsistency between these Terms of Use and any other document that is incorporated by reference herein, these Terms of Use shall control.

TailoredEx L.L.C. has made a commitment to protecting the privacy of those who visit our website and access the products and services available therein. TailoredEx L.L.C.’s Privacy Policy is hereby incorporated herein by reference.

Modification of These Terms of Use

TailoredEx L.L.C. reserves the right to change, modify, add or remove portions of these Terms of Use at any time by posting amended Terms of Use. Please check these Terms of Use periodically for changes. Your continued use of any of the websites after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms of Use will be effective immediately and without further notice.

Dealings with Third Parties

Your correspondence or business dealings with any third parties, including, but not limited to, business dealings with credit services, loan companies, merchant cash advance companies, or any other lending institutions, debt settlement services, brokers, insurance agents or carriers, software companies, subscription based services, or any other product or service provider are solely between you and such third party. TailoredEx L.L.C. is not responsible for any terms, conditions, warranties or representations associated with such dealings or liable for any loss or damage of any sort incurred as the result of such dealings.

By using the website as directed, you are acknowledging that TailoredEx L.L.C. does not make credit decisions in connection with any product or service offered to you, does not recommend, endorse, warrant or guarantee the products or services of any third party and is not party to any discussions that you may have or agreement that you may make with any third party. TailoredEx L.L.C. does not charge anyone a fee to use the website.

Termination; Exclusive Remedy

TailoredEx L.L.C. at any time, in its sole discretion, for any or no reason, and without penalty or liability, may terminate any dealings, contracts, agreements, services, interactions, communications, applications, sessions, work in progress, practices, software development, sessions, funds raisings or any other service provided to you by TailoredEx L.L.C. Any termination of the above may be effected with or without prior notice, and TailoredEx will not be liable to you or to any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. Your sole and exclusive remedy with respect to any dissatisfaction with (i) any services, (ii) any term or condition of these Terms of Use or (iii) any policy or practice of TailoredEx L.L.C. is to terminate your access to TailoredEx L.L.C. services.

Indemnification

You agree to indemnify, save and hold TailoredEx L.L.C. and its contractors, employees, agents and its third party suppliers and business partners harmless from any claims, losses, damages and liabilities, including legal fees and expenses, arising out of your use or misuse of its services or products, any violation by you of these Terms of Use or any breach of the representations, warranties and covenants made by you herein. TailoredEx L.L.C. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with TailoredEx L.L.C.’s defense of any such claims. TailoredEx L.L.C. will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

No Warranty; Disclaimers

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TAILOREDEX L.L.C. AND ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAILOREDEX L.L.C. OR THROUGH THE WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS OF USE.

THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

NONE OF TAILOREDEX L.L.C. OR ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS WARRANT THAT ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES OFFERED ON OR THROUGH THE WEBSITES OR ANY THIRD PARTY WEB SITES WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY OF THE FOREGOING, IF PRESENT, WILL BE CURED OR STOPPED. YOUR USE OF THE WEBSITE OR ANY THIRD PARTY WEB SITES IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH WEBSITES.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL TAILOREDEX L.L.C. OR ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE WEBSITES OR ANY THIRD-PARTY WEB SITE OR ANY OTHER INTERACTIONS WITH TAILOREDEX L.L.C., EVEN IF TAILOREDEX L.L.C. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, TAILOREDEX’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Release

BY YOUR USE OF TAILOREDEX L.L.C. WEBSITE, YOU ARE AGREEING TO RELEASE AND DISCHARGE TAILOREDEX L.L.C. AND ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND EXPENSES OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Dispute Resolution

In the event of a dispute between you and TailoredEx L.L.C. that arises out of these Terms of Use or any product or service you obtain through the websites (“Claim”), you and TailoredEx L.L.C. agree to resolve that claim in accordance with the procedures set forth below or as we may otherwise agree in writing. Before resorting to these dispute resolution mechanisms, you must first contact us directly to seek a resolution. If, however, we are unable to resolve our differences informally, TailoredEx L.L.C. will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, either party may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider chosen by the party seeking arbitration. The ADR provider and the parties must comply with the following rules:

The arbitration shall be conducted by telephone or online and be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Choice of Law; Class Action Waivers; Limitation on Damages. Governing Law and Jurisdiction. This Agreement and any controversy or claim arising out of or relating to this Agreement whether such claims are based in tort, contract, or arise under statute or in equity, shall be exclusively governed by, and construed in accordance with, the laws of the State of Florida, without regard to the principles of conflicts of law.

Class Action Waiver. The Parties acknowledge and agree that the amounts at issue in this transaction and any disputes that arise between them are large enough to justify dispute resolution on an individual basis. EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST ANY OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

Limitation of Damages. Merchant’s remedies as a result of a breach by TailoredEx L.L.C. shall be limited to actual damages incurred by Merchant, and Merchant shall not be entitled to punitive damages or lost profits.

Merchant hereby consents to the above terms including the choice of law, limitation on damages and waives its right to participate in a class action as set forth in this Agreement. Merchant hereto acknowledges that it makes this consent and waiver knowingly, willingly, voluntarily and without duress and only after consideration of the ramifications of this waiver with Merchant’s attorney. Neither party will be committed by the terms of this Agreement and the terms to arbitrate unless you sign below, in which event we will both be committed.

Privacy Policy

Last updated: May 01, 2023

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy. This Privacy Policy has been created with the help of the Privacy Policy Generator.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Privacy Policy:

Account means a unique account created for You to access our Service or parts of our Service.

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to TailoredEx L.L.C., 1200 Brickell Ave. Suite 1950 #1108 Miami FL. 33131.

Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.

Country refers to: Florida, United States

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Personal Data is any information that relates to an identified or identifiable individual.

Service refers to the Website.

Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.

Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

Website refers to TailoredEx, accessible from https://www.tailoredex.com

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Collecting and Using Your Personal Data

Types of Data Collected

Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

Email address

First name and last name

Phone number

Address, State, Province, ZIP/Postal code, City

Usage Data

Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:

• Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
• Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. Learn more about cookies on the Privacy Policies website article.

We use both Session and Persistent Cookies for the purposes set out below:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.

Cookies Policy / Notice Acceptance Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies identify if users have accepted the use of cookies on the Website.

Functionality Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

Use of Your Personal Data

The Company may use Personal Data for the following purposes:

To provide and maintain our Service, including to monitor the usage of our Service.

To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.

For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.

To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.

To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.

To manage Your requests: To attend and manage Your requests to Us.

For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.

For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

• With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to contact You.
• For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
• With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
• With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
• With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
• With Your consent: We may disclose Your personal information for any other purpose with Your consent.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

Delete Your Personal Data

You have the right to delete or request that We assist in deleting the Personal Data that We have collected about You.

Our Service may give You the ability to delete certain information about You from within the Service.

You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact Us to request access to, correct, or delete any personal information that You have provided to Us.

Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

• Comply with a legal obligation
• Protect and defend the rights or property of the Company
• Prevent or investigate possible wrongdoing in connection with the Service
• Protect the personal safety of Users of the Service or the public
• Protect against legal liability

Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

Children’s Privacy

Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.

If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.

Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

• By email: support@tailoredex.com

CUSTOM-SOFTWARE DEVELOPMENT AGREEMENT 

SUBJECT MATTER OF THE AGREEMENT

Section 1.0 – The Developer undertakes to provide the Service of the Software development in accordance with the milestones described on the form attached hereto as Annex 1 and provide to the Client other Services under the Statement of Works and/or the Client’s instructions and the Client undertakes to remunerate the Developer for the provided Services as stipulated herein.

The Client shall be entitled to control and decide only with regard to the result of the Services provision and may not decide on the means and methods of the result accomplishing.

PROCEDURE OF THE SERVICES RENDERING

Section 2.0 – Before the commencement of the Services rendering, Parties shall agree all necessary requirements to the specification, scope and quality of the Services, Client’s requirements to the Deliverables and other relevant information with respect to the Services.

Section 2.1 – Developer agrees to comply with any other instructions of the Client regarding Service provision hereunder which are not included in the Statement of Work. Such instructions may be communicated to the Developer by email or via any other means of communication.

Section 2.2 – Developer while rendering Services hereunder shall report on the time spent on performing of separate assignments specified in the Statement of Work on a request by the Client.

Section 2.3 – If the Services or\and Deliverables supplied by Developer to the Client have a software defect, Developer shall rectify them within 14 business days or in other period agreed by the Parties at his own expense. The Services and their results provided by Developer shall be deemed to have a defect if the Services results have errors, or if the requirements and goals set forth in a relevant Statement of Work has not been met or implemented.

Section 2.4 – The Developer shall [ensure] OR [use all reasonable endeavors to ensure] OR [use reasonable endeavors to ensure] that the Development Services are provided in accordance with the timetable set out in Paragraph 3 of Schedule 1 (Software Development Particulars).

Section 2.5 – The Client acknowledges that a delay in the Client performing its obligations under this Agreement may result in a delay in the performance of the Development Services; and the Developer will not be liable to the Client in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay in the Client performing its obligations under this Agreement.

Section 2.6 – The Developer shall ensure that [the Source Code, and any interpreted code, comprised in the Software created by or on behalf of the Developer during the provision of the Development Services] is [written to a professional standard, conforms with any coding standards document agreed between the parties, and incorporates sufficient commentary to enable a competent third party developer to understand, adapt, maintain and update the code].

Section 2.7 – The Developer shall keep the Client reasonably informed of the progress of the Development Services and, in particular, shall inform the Client of any substantial obstacles or likely delays in the performance of the Development Services.

Section 2.8 – The Developer shall [during the course of the Development Services at the request of the Client] [supply to the Client] OR [make accessible to the Client] [a current development version of the Software] for the purposes of [enabling the Client to assess the progress of the Development Services and provide feedback to the Developer regarding the Software].

Section 2.9 – Third Party Materials: Subject to any express written agreement between the parties, the Developer shall ensure that the Third Party Materials are:

(a)      [licensed to the Client in accordance with the relevant licensor’s standard licensing terms (which the Client acknowledges may be open source or Creative Commons licensing terms)].

(b)      [licensed to the Client on reasonable terms notified by the Developer to the Client].

(c)      [sub-licensed by the Developer to the Client on reasonable terms notified in writing by the Developer to the Client]; or

(d)     [sub-licensed by the Developer to the Client on the basis of a non-exclusive, worldwide, perpetual and irrevocable license to use the Third Party Materials in connection with the Software].

Scope of Services

Section 2.10 – Pursuant to the terms and conditions of this Agreement, Developer agrees to use its best efforts to provide the services and complete the work agreed upon and described herein, in order to deliver the Software. Client reserves the right to modify the Project Description/Statement of Work from time to time during the term hereof upon reasonable notice to Developer.

Section 2.11 – Developer shall develop the technical design for the Software (the “System Design Specification”) in consultation with Client and using the Agile process and other development tools. The System Design Specification shall include hardware and software specifications; performance specifications; a narrative description of the system; a description of all input data (such as type, size, range of expected values, and relationship to other data). Client will have the right to modify some system design specifications up to the maximum agreed upon by both parties in accordance with the paid plan Client chose to use.

Section 2.12 – Developer agrees to use the software development tools, integrated development environments, software development kits and other development aids specified by the “Development Tools”, to develop the Software. A list of the Development Tools as of the Effective Date is set forth in paragraph 4 of Schedule 1.

Section 2.13 – Upon specified request from Client, Developer will submit a written status report describing its activities during the preceding two (2) week period, including the current status of activities (with an explanatory narrative when appropriate). The precise content and format of the status report shall be determined by the parties.

Section 2.14 – Relationship of Parties. Client agrees and represents that it is an independent Developer. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose, and neither Developer nor Developer’s employees are agents or employees of Client for federal tax purposes or for any other purpose whatsoever. Developer personnel are not entitled to any employee benefits provided by Client. Developer assumes sole and complete responsibility for any and all acts of Developer employees. Developer and its employees have no authority to make commitments or enter into contracts or binding agreements of any kind on behalf of Client, or otherwise obligate Client in any manner whatsoever. Developer is solely responsible for the compensation of all Developer employees assigned to perform services hereunder, including the payment of worker’s compensation, disability, wages and benefits, providing unemployment and other similar insurance, and withholding income and other taxes as required by law.

Section 2.15 – Acceptance. Each software delivered by Developer hereunder, shall be subject to acceptance testing by Client for substantial conformance to the System Design Specification. If the delivered software application fails to substantially conform to the applicable System Design Specification, Client shall notify Developer within ten (10) business days of receiving the software application, and shall specify any failures with sufficient detail to allow Developer to reproduce such failures (the “Rejection Notice”). Within ten (10) business days of the receipt of a Rejection Notice, Developer shall correct the specified failures in the software, or provide a written estimate of the cost and time required to correct the failures, unless such failures are caused by deficient provision of services by Developer. Each software resubmitted to Client after the receipt of a Rejection Notice therefor shall be subject to the acceptance testing requirements described above. If any software application is so rejected five or more times, Client may terminate this Agreement in accordance with Termination clause.

REMUNERATION & PAYMENT PROCEDURE

Fees and Term Payments

Section 3.0 – The payment for Services provided by the Developer amounts to [insert amount] United States dollars.

Section 3.1 – The payment for Services of the Software development provided by Developer shall be paid to the Developer at the rate agreed upon in accordance with the “Paid Plan” selected by Client and further explained in Annex 1 [statement of work]. Either by one lump sum, a payment option, or retainer-based remuneration.

Paid Plan Selected:

[ ] Indispensable Plan

[ ] Best Value Plan

[ ] Unlimited Plan

Section 3.11 – The number of weeks from effective date when Developer shall Deliver Services and deliverables to Client shall be [insert # of weeks].

Selection 3.2 – All Fees billed, and Payments agreed upon shall be due and payable upon the Developer providing the Client with an invoice (“Invoices”). The Developer’s remuneration shall be paid within fourteen (14) banking days from the date of receipt of the respective Invoice, unless plan selected hereabove specifies otherwise.

Section 3.3 – The Developer acknowledges and agrees that the payment received from the Client for Services rendering under this Agreement includes the entire amount of remuneration on which Developer expected and which can be set by law for all assigned (alienated) proprietary IP rights, including exclusive intellectual property rights, for all IP Objects created by the Developer in the course and/or as a result of the Services rendering under this Agreement, which will be owned by the Client according to this Agreement.

Section 3.4 – Taxes. Developer is responsible for paying all taxes levied in connection with the fees and expenses due Client, exclusive of any taxes based on Client’s income, which shall be paid solely by Client.

Section 3.5 – Expenses. Client shall reimburse Developer for any Client-approved out-of-pocket expenses incurred by Developer in accordance with the payment terms set forth in Annex 1 (Statement of Work).

Section 3.6 – Audit. Developer will use all commercially reasonable efforts to maintain complete and accurate accounting records in connection with the services performed and materials provided hereunder, in accordance with generally accepted accounting principles, to substantiate its charges under this Agreement.

INTELLECTUAL PROPERTY RIGHTS

Section 4.0 – Client will be the sole owner of all Intellectual Property Objects, including Deliverables, IP Objects, Automated System, Software, created by Developer.

Section 4.1 – All exclusive intellectual property rights (copyrights) in all Software or its part developed hereunder shall belong to the Client since the moment of such Software development. All exclusive intellectual property rights in such Software shall be transferred since the Developer completes the Software.

Section 4.2 – IP Objects and Source code created by the Developer are transmitted to the Client inside the software delivered. No other IP objects will be created or delivered to the Client other than the code written and designed to operate the software.

Section 4.3 – All Intellectual Property Objects, including Software, and related material, including trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name that is developed or produced under this Agreement is “work made for hire” within the meaning of the Copyright Act of 1976 as amended from time to time, and shall be the sole property of Client.

Section 4.4 – To the extent any Software developed by Developer does not qualify as a “work made for hire” under applicable law, Developer hereby irrevocably and unconditionally assigns to Client, without further compensation, all its rights, title, and interests in and to the Software and any and all related patents, copyrights, trademarks and trade names in the United States and elsewhere. This assignment is conditioned upon full payment of the compensation due to Developer under this Agreement.

Section 4.5 – Client acknowledges and agree that any breach of any of these representations and

warranties shall entitle Developer to injunctive relief (monetary damages not being sufficient

remedy), as well as available monetary damages and attorneys’ fees and costs, at Developer’s

sole discretion.

REPRESENTATIONS & WARRANTIES

Section 5.0 – The Developer guarantees that he is the legal owner of all rights on the Deliverables and that the Deliverables as well as their use are free from the rights of any third party and that no rights of third parties are infringed. The Developer exempts the Client fully and at his own expense from all claims in connection with possible violations of the rights of third parties and bears all costs arising in this connection.

Section 5.1 – Notwithstanding the above, under written agreement with the Client, including emails exchange, the Developer is entitled to use programs and/or libraries that are classified as “open” or “free” software during the Services provisions. For the purposes of this provision the Developer notifies the Client herein about his intention to use such kind program or library. The Developer may start to use such program and/or library that are qualified as “open” or “free” software in the course of the Services provision.

Section 5.2 – As a result of the use of program and/ or library that are qualified as “open” or “free” software, the Developer would not may invoke the present clause as a basis for the indemnification from the liability to the Client for complaints and claims of third parties who are right holders of such software.

Developer always represents and warrants that during the term of the Agreement:

Section 5.3 – Developer is not and will not be bound by any agreement, nor has assumed or will assume any obligation, which would in any way be inconsistent with the Services to be performed by Developer under this Agreement. Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer’s rights and the fulfilment of the Developer’s obligations under this Agreement.

Section 5.4 – Developer has full right, power, and authority to enter into this Agreement and to perform all of its obligations under this Agreement including performing the Services. Developer has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

Section 5.5 – in connection with the Services providing under this Agreement Developer will not use any confidential or proprietary information of another party, or infringe the Intellectual Property Rights of another party, nor will Developer disclose to Client, or bring onto any Client’s premises, or induce Client to use any confidential or proprietary information of any person or entity other than Client or Developer.

Section 5.6 – The Developer warrants to the Client that the Software as provided will conform in all [material] respects with the Software Specification.

• The Software will be supplied free from Software Defects and will remain free from Software Defects for a period of at least 12 months following the supply of the Software.
• The Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
• The Software shall incorporate security features reflecting the requirements of good industry practice.

Section 5.7 – The Developer warrants to the Client that the Software and Documentation, when used by the Client in accordance with this Agreement, will not breach [any laws, statutes or regulations applicable under law.

Section 5.8 – The Developer warrants to the Client that the Software and Documentation, when used by the Client in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

Section 5.9 – If the Developer [reasonably determines], or any third party alleges, that the use of the Software by the Client in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Developer may [acting reasonably] at its own cost and expense: modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or procure for the Client the right to use the Software in accordance with this Agreement.

Section 5.10 – The Client warrants to the Developer that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

Section 5.11 – All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

Section 5.12 – The Developer must not subcontract any of its obligations under this Agreement without the prior written consent of the Client, providing that the Client must not unreasonably withhold or delay the giving of such consent.

Section 5.13 – Subject to any express restrictions elsewhere in this Agreement, the Developer may subcontract any of its obligations under this Agreement, providing that the Developer must give to the Client, promptly following the appointment of a subDeveloper, a written notice specifying the subcontracted obligations and identifying the subDeveloper in question.

Section 5.14 – The Developer shall remain responsible to the Client for the performance of any subcontracted obligations.

General

Section 5.15 – No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

Section 5.16 – If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

Section 5.17 – This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

Section 5.18 – Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

Section 5.19 – This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.

Section 5.20 – This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

Section 5.21 – Ownership. The parties agree that Client is the rightful and exclusive owner of all Deliverables: the materials, software, workbooks, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Project Description/Statement of Work, and any improvements or modifications.

Section 5.22 – Entirety; Waiver. This Agreement, together with the Exhibits and Annexes, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior or inconsistent agreements, negotiations, representations and promises, oral or written. No modification of this Agreement nor any failure or delay in enforcing any term, exercising any option or requiring performance shall be binding or construed as a waiver unless agreed to in writing by the parties hereto.

TERM AND TERMINATION OF THE AGREEMENT

Section 6.0 – Agreement is valid until [insert date]. The Parties agreed that this Agreement may be terminated immediately, by the mutual agreement of the Parties; by any of the Parties in the event of material breach by the other Party of its obligations under this Agreement if the such other Party has not reimbursed for losses caused by such breach within 15 (fifteens) days from the written notice of the violation. The right of termination in this case does not preclude a Party which has suffered damage, the right for compensation of damage caused by the violation of the other Party; by any of the Parties, without specifying the reasons for such termination, providing notice of termination to another Party 30 (thirty) days in advance.

Section 6.1 – This Agreement shall come into force upon the Effective Date.

Section 6.2 – This Agreement shall continue in force [indefinitely] OR [until: all the Services have been completed; all the Software has been delivered; and all the Charges and Payments have been paid in cleared funds, upon which it will terminate automatically], subject to termination in accordance with Section 6.6.

Termination

Section 6.3 – The Developer may terminate this Agreement by giving to the Client [not less than 5 business days from effective date] written notice of termination via email, text, or any other applicable form of communication.

Section 6.4 – The Client may terminate this Agreement by giving to the Developer [not more than 7 business days from effective date] written notice of termination via email, text, or any other applicable form of communication.

Section 6.5 – If Client fails to communicate the termination of this agreement as set forth in section 6.4, Client shall remedy Developer and shall remunerate the amount of worth of a business hour multiplied by number of business hours Developer has put into work.

Section 6.51 – A business hour shall equate to the total amount agreed upon in [section 3.0] divided by the number of business hours invested and put into work by Developer. To give an example of how to calculate the remedy set forth in [section 6.5] it shall be calculated as so: if “agreed upon amount” [section 3.0] shall be $1,000, and number of weeks from effective date Developer shall deliver service and deliverables is 3 weeks [section 3.11], and written notice was given five (5) business days from effective date, then the worth of one (1) business hour shall be calculated as set forth: $1,000 / {3*(5 business days * 8 business hours)} = $8.33  [each one (1) business day is comprised out of eight (8) business hours. Each business hour shall equate [for the sake of this example] $8.33. Five (5) business days * $8.33 = $41.65 [total remedy].

Section 6.6 – Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

• the other party commits any [breach] OR [material breach] of this Agreement, and the breach is not remediable;
• the other party commits a [breach] OR [material breach] of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of [30 days] following the giving of a written notice to the other party requiring the breach to be remedied; or
• the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).
• Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
• the other party:
  • is dissolved;
  • ceases to conduct all (or substantially all) of its business;
  • is or becomes unable to pay its debts as they fall due;
  • is or becomes insolvent or is declared insolvent; or
  • convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
• an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
• if that other party is an individual:
  • that other party dies;
  • as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
  • that other party is the subject of a bankruptcy petition or order.]
• The Developer may terminate this Agreement immediately by giving written notice to the Client if:
  • any amount due to be paid by the Client to the Developer under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
  • the Developer has given to the Client at least [seven (7) days’] written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Section 6.6.

Effects of termination

Section 6.7 – Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Sections 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 5.22, 6.7, 6.8, 6.9, 8.10, 8.12, 8.13].

Section 6.8 – Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

Section 6.9 – Within [30 days] following the termination of this Agreement for any reason:

• the Client must pay to the Developer any Charges in respect of Services provided to the Client before the termination of this Agreement. Within five (5) business days of receipt of the notice of termination Developer shall submit a final invoice to Client; and the Developer must refund to the Client any Charges paid by the Client to the Developer in respect of Services that were to be provided to the Client after the termination of this Agreement, without prejudice to the parties’ other legal rights.

Notices

Section 6.10 – Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Section 6.11):

• [[delivered personally or sent by courier or emailed or texted or communicated in any other form of communication used before by both parties to communicate the merits of this agreement or nature of service] in which case the notice shall be deemed to be received [upon delivery]]; or
• providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

Section 6.11 – The parties’ contact details for notices under this Section 6.11 are as follows:

• in the case of notices sent by the Client to the Developer, [TailoredEx L.L.C. 1200 Brickell Ave Suite 1950 #1108 Miami FL. 33131 or terminations@tailoredex.com]; and
• in the case of notices sent by the Developer to the Client, [contact details].

Section 6.12 – The addressee and contact details set out in Section 6.11 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Section 6.12.

DISPUTE SETTLEMENT AND ARBITRATION CLAUSE

Section 7.0 – This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [Florida] and subject to the exclusive jurisdiction of the federal and state courts located in [Miami-Dade County], [Florida].

Section 7.1 – Governing Law; Service of Process; Attorney Fees. Regardless of Client location or the location or Client Mail or any Channel Partner, this Agreement is governed by the laws of the State of Florida, without regard to its conflicts of law principles or the conflicts of law principles of any other jurisdiction. Any references to statutes or regulations in this Agreement will include any changes, amendments or extensions (as the case may be) of such statutes or regulations and upon any such changes, amendments or extensions, this Agreement will be updated automatically to reflect the same without any further action on Developer part and whether or not such update is included in the copy of this Agreement that is available on Developer site.

Dispute Resolution.

Section 7.2 – (a) Remedies. In the event of a breach of this Agreement by any party, the non-breaching party shall be entitled to all appropriate equitable and legal relief, including, but not limited to: (a) an injunction to enforce this Agreement or prevent conduct in violation of this Agreement; (b) damages incurred by the non-breaching party as a result of the breach; and (c) attorneys’ fees and costs (at all arbitral, trial, and appellate levels) incurred by the non-breaching party in enforcing the terms of this Agreement.

*** THE FOLLOWING IS A MANDATORY ARBITRATION PROVISION ***

Section 7.3 – Any issue, question, dispute, claim or controversy arising out of or relating to this Agreement or any provision thereof, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Miami, Florida, before a single arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the expedited procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This dispute resolution provision shall

include urgent or emergency arbitration relief and not preclude any party from seeking provisional remedies in aid of such urgent or emergency arbitration relief from an arbitrator in accordance herewith.

Section 7.4 – Effects of Mandatory Arbitration. The parties understand, acknowledge, and agree that by agreeing to arbitrate in the manner required under Section 7.3, they are each waiving any right they may have to bring before a court (for other than injunctive relief as provided below), any claim that such party may have arising out of, or for any violation of, any federal, state, local or other law, regulation or ordinance, or any other rights protected or arising under any law, rule or regulation. Nevertheless, the parties agree to waive all such rights they may have and agree to submit all disputes to binding arbitration in accordance with the terms of this Agreement.

*** THE FOLLOWING IS A WAIVER OF RIGHTS TO A CLASS ACTION ***

Section 7.5 – Waiver of Class Action. All arbitrations under this Agreement must be on an individual basis. This means that neither Developer nor Client may consolidate Developer or Client claims in arbitration by or against any other party, or litigate in court, or arbitrate any dispute, claim or controversy as a representative or member of a class or in a private attorney general capacity. To the extent that a dispute arises as to this Section 7.5, only a court, and not an arbitrator, shall determine the validity and effect of this class action waiver.

Section 7.6 – Authority and Decision. The Arbitrator shall have the authority to award the same damages and other relief that a court could award. The Arbitrator shall issue a reasoned award explaining the decision and any damages awarded. The Arbitrator’s decision will be final and binding upon the parties. The parties will abide by, and fully perform, any award rendered by the Arbitrator. In rendering the award, the Arbitrator shall state the reasons therefore, including (without limitation) any computations of actual damages or offsets, if applicable.

Section 7.7 – Fees and Costs. In the event of arbitration under the terms of this Agreement, the fees charged by JAMS or other arbitration administrator and the Arbitrator shall be borne by the parties as determined by the Arbitrator, except for any initial registration fee, which the parties shall bear equally. Otherwise, the parties shall each bear their own costs, expenses and attorneys’ fees incurred in arbitration, except as otherwise decided by the Arbitrator.

Section 7.8 – Non-Waiver. If any party to this Agreement fails to enforce any provision hereof, or

fails to exercise any right at any time, such failure shall not constitute a waiver of that or any other provision or right.

Section 7.9 – Assignment. Client may not assign this Agreement without Developer prior written consent. Developer may assign this Agreement without Client consent. This Agreement will inure to the benefit of TailoredEx L.L.C., its successors and assigns.

Section 7.10 – Modification. Developer expressly reserves the right, at Developer sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this

Agreement and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Developer. Developer will endeavor to notify Client of these changes but will not be liable for any failure to do so.

Section 7.11 – Entire Agreement. This Agreement contains the entire agreement relative to the Services and supersedes all prior or contemporaneous oral or written understandings and agreements concerning the subject matter of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.

Section 7.12 – Advertising. Neither either party will use the other party’s name or marks or refer to or identify the other party in any advertising or publicity releases, or promotional or marketing correspondence to others, without such party’s written approval, such approval not to be unreasonably withheld.

LIABILITY OF THE PARTIES

Section 8.0 – For failure or improper performance of obligations under this Agreement, each Party shall bare liability as provided in this Agreement and in accordance with applicable law.

Section 8.1 – Each Party shall be responsible for any additional costs, loss or damages resulting directly from Party’s failure to fulfill commitments set forth in this Agreement or a Statement of Work or due to negligence.

Section 8.2 – Neither Party shall bear any liability to the other Party for indirect losses, unless such loss is caused by gross negligence. Indirect loss includes all types of turnover loss, consequences of turnover loss, loss of information, loss of goodwill and loss of future income possibilities.

Section 8.3 – Use of VBA Macros in web-scraping

• Any Web-scraping-tool created or provided to you by TailoredEx L.L.C. will be delivered with a waiver of responsibility stating your agreement to the sole use of such tool for your own personal use and won’t be republished in any way, shape, or form.
• Web scraping is legal and ethical only if you extract data for personal use and analysis.
• You agree to only collect information that does not include personal data and does not violate website terms of service.
• By purchasing or requesting the creation of any web-scraping-tool, you agree that:
• The purpose of the web-scraping-tool is legal.
• The date must and will be collected only for your company’s purpose and not made public.
• The data must not cause financial or reputational losses to its owners.

Client agrees that any use of a web scraping tool shall not be in:

• Violation of the Digital Millennium Copyright Act (DMCA)
• https://www.copyright.gov/legislation/dmca.pdf
• Violation of the Computer Fraud and Abuse Act (CFAA)
• https://www.justice.gov/jm/jm-9-48000-computer-fraud
• Copyright Infringement
• Breach of Contract
• Trespassing, etc.

Section 8.31 – Developer must provide to the Client, at its own cost and expense OR at the cost and expense of the Client all reasonable assistance in connection with any legal proceedings relating to the rights assigned under this Agreement that are brought by, or against, the Client.

Client obligations

Section 8.4 – Save to the extent that the parties have agreed otherwise in writing, the Client must provide to the Developer, or procure for the Developer, such:

• [co-operation, support and advice]; and
• [information and documentation],

as are reasonably necessary to enable the Developer to perform its obligations under this Agreement.

Charges

Section 8.5 – The Client shall pay the Charges to the Developer in accordance with this Agreement.

Section 8.6 – If the Charges are based in whole or part upon the time spent by the Developer performing the Services, the Developer must obtain the Client’s written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to the Developer any Charges in respect of Services performed in breach of this Section 8.6.

Section 8.7 – All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Developer].

Section 8.8 – The Developer may elect to vary any element of the Charges by giving to the Client not less than five (5) business days written notice of the variation [expiring [on any anniversary of the effective date of execution of this Agreement].

Payments

Section 8.9 – The Developer shall issue invoices for the Charges to the Client [from time to time during the Term].

Section 8.10 – The Client must pay the Charges to the Developer within the period of fourteen (14) business days following the issue of an invoice in accordance with this section 8.10.

Section 8.11 – The Client must pay the Charges by bank transfer or bank wire transfer or cashier’s cheque or money order or direct deposit to bank or ACH transfer (using such payment details as are notified by the Developer to the Client from time to time).

Section 8.12 – If the Client does not pay any amount properly due to the Developer under this Agreement, the Developer will:

• charge the Client interest on the overdue amount or any portion of a debt that is more than 30 days past due, at the rate of six percent (6%) per annum above the Center Bank of U.S.A. base rate [as of April 2023 – five percent (5%)]. Which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

Limitations and exclusions of liability

Section 8.13 – Nothing in this Agreement will:

• limit or exclude any liability for death or personal injury resulting from negligence;
• limit or exclude any liability for fraud or fraudulent misrepresentation;
• limit any liabilities in any way that is not permitted under applicable law; or
• exclude any liabilities that may not be excluded under applicable law.

Section 8.14 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any losses arising out of a Force Majeure Event.

Section 8.15 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any loss of profits or anticipated savings.

Section 8.16 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any loss of revenue or income.

Section 8.17 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any loss of use or production.

Section 8.18 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any loss of business, contracts or opportunities.

Section 8.19 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any loss or corruption of any data or database.

Section 8.20 – Neither party shall be liable to the other party OR The Developer shall not be liable to the Client OR The Client shall not be liable to the Developer in respect of any special, indirect or sequential loss or damage.

CONFIDENTIALITY & NON-DISCLOSURE & NON-SOLICITATION

In the course of the Services providing hereunder Developer will have access to information that is confidential information of the Client and/or its other Developers.

Section 9.0 – The Developer shall not (i) disclose to any third party the business of the Client, details regarding the Software, including any information regarding the Software’s code, the Deliverables, bank statements, data, P&L, Tax Returns, Spreadsheets, data sheets, balance sheets, accounting data or any data pertaining to the Client’s business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.

Section 9.1 – Regarding to this, the Developer during the term of this Agreement and for five (5) years after its termination will not disclose, transmit to any person and will not use Confidential Information to the detriment of the Client or for the benefit of any other person. Developer shall comply with the rules of work with confidential information contemplated in this Agreement and other agreements concluded with the Client concerning Confidential Information.

Section 9.2 – Non-Solicitation. The Parties agreed that during the term of this Agreement and for the next six (6) month after its termination the Developer shall not in any way, either directly or indirectly, engage or contribute to the engagement of the employees and the Clients of the Company in any employment, commercial or other business relationships with the Developer or his Clients or any third parties.

Section 9.3 – Confidentiality. The arbitration proceedings including all filings, discovery and

communications related to such proceedings and any result(s) of arbitration (including any arbitration award) shall be maintained as confidential information by the parties, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management and other parties with a strict need to know.

Section 9.4 – Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

Section 9.5 – Scope of Confidentiality. Each party agrees to regard and preserve as confidential all technical, financial and business information related to the business and activities of the other party (the “Disclosing Party”), that may be obtained by such party (the “Receiving Party”) from any source or may be developed as a result of this Agreement (“Confidential Information” of the Disclosing Party). The Receiving Party agrees to hold such information in trust and confidence for the Disclosing Party and not to disclose such Confidential Information to any person, firm or enterprise, or use, directly or indirectly, any such Confidential Information for its own benefit or the benefit of any other party, unless otherwise authorized in writing by the Disclosing Party, and even then, to limit access to and disclosure of such Confidential Information to the Receiving Party’s employees on a need-to-know basis only. Confidential Information shall not be considered confidential if such information is: (i) already known by the Receiving Party free of any restriction at the time it is obtained as evidenced by written records of the Receiving Party; (ii) subsequently learned by the Receiving Party from an independent third party having the right to make such disclosure, free of any restriction; or (iii) becomes available publicly by means other than a wrongful act of the Receiving Party.

Section 9.6 – Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

Section 9.7 – Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, Developers and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Section 9.8 – Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

Section 9.9 – Remedy. Each party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the other party will have no adequate remedy in damages and, accordingly, shall be entitled to injunctive relief against such breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any other legal or equitable remedies in the event of a breach hereof.

Section 9.10 – Notice of Immunity. Client is provided notice that 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 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.

FORCE-MAJEURE CIRCUMSTANCES

Section 10.0 – Parties shall not be liable for any delay in fulfilment or non-fulfilment of its obligations under this Agreement if such delay or non-fulfilment is caused by events that are beyond the reasonable control of the Party, these events cannot be prevented under proper control and these events were not foreseeable at the time of execution of the Agreement, including: fire, explosion, flood, storm, strikes, natural disasters, wars, terrorist acts, imposing embargoes, riots or intervention of any authority, provided that the Party, which allows the delay or non-fulfilment, immediately notifies the other Party of the reasons for the delay or non-fulfilment and makes efforts to eliminate the cause of such delay or non-fulfilment.

Section 10.1 – In this case, any delay or non-fulfilment for more than forty five (45) business days is a ground for termination of the Agreement by the other Party, or the other Party (at its own discretion) may extend validity term of this Agreement for a period of time equal to the duration of the interruption or delay.

Section 10.2 – A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

• promptly notify the other; and
• inform the other of the period for which it is estimated that such failure or delay will continue.

Section 10.3 – A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

INDEMNIFICATION

Section 11.0 – Indemnity. Client agrees to protect, defend, indemnify and hold harmless Developer and its respective affiliates, subsidiaries, parents, and their respective shareholders, officers, directors, agents, employees, independent Developers, assigns and representatives from and against any and all claims, losses, liabilities, causes of action, judgments, penalties, costs, damages and expenses (including attorneys’ fees, litigation costs and expenses) (collectively, “Claim”) incurred by Developer including, without limitation, any Claim arising from or related to:

• this Agreement;
• the Services;
• Client use of, or inability to use, the Services including, but not limited to,
• any copyright or privacy breach claims arising in connection with the
• Services;
• the failure of any third party;
• any loss, damage or destruction of Client data;
• any violation by Client of any law or government regulation applicable to the