Terms of Service & Client Engagement Agreement

The Client engages the Provider to perform services related to the business of the Client and its affiliates ("Services") as requested from time to time during the Term. The specific Services included in this engagement are those described in the "Your Investment" section above.

Except as set forth below, this engagement is non-exclusive, meaning the Client may engage other providers for services outside the scope of this agreement.

For each individual project engagement, Provider will issue a Project Addendum specific to the Services selected by Client. The Project Addendum constitutes a binding part of this Agreement and will set forth the specific scope of Services, deliverables, project timeline, pricing, payment schedule, and any other terms particular to that engagement. This includes but is not limited to flat-rate project packages such as Website in a Week, Starter Brand + Website, Signature Brand + Website, 90-Day Local SEO Intensive, and any other productized or custom service offerings.

Client acknowledges that the Project Addendum defines the full scope of Services for that project. Work not explicitly identified in the Project Addendum is considered outside of scope and subject to additional charges as described in Section 1.05. Provider reserves the right to issue updated or supplemental addendums as project scope evolves, provided such changes are agreed upon in writing by both Parties prior to commencement of the additional work.

In the event of any conflict between the terms of a Project Addendum and the general terms of this Agreement, the terms of the Project Addendum shall control with respect to that specific project, except where the general terms of this Agreement impose a greater obligation or protection on Client, in which case the general terms shall apply.

Execution of a Project Addendum — whether by electronic signature, written confirmation, or payment of a deposit — constitutes Client's acceptance of both the Project Addendum and these Terms in their entirety.

For the duration of this project, the Client agrees to work exclusively with the Provider for the Services described in this agreement. During this period, the Client will not engage other parties to perform any of the Exclusive Project Services in order to facilitate timely and uninterrupted completion of these Services by the Provider.

Both Parties agree to devote the time, effort, and resources necessary to perform the Services in a timely and effective manner during the Term.

Client Agrees to:

• Have read, understood, and accepted as binding all definitions, rights, and obligations outlined in this document;
• Provide us with the information, access, passwords, and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognizing you are responsible for the accuracy and legal use of any information submitted to us;
• Nominate a suitable individual to act as your representative to liaise with us regarding the Services;
• Obtain and maintain all necessary permissions and consents in connection with the Services;
• Meet the payment schedules and requirements defined in this document;
• Read and adhere to all applicable community guidelines and codes of conduct that may be distributed by Provider in relation to Services provided under this agreement.

Client acknowledges that any requests for changes to the scope of the Services after the acceptance of this Agreement will be subject to additional charges. The determination of what constitutes Changes to scope of the Services will be at the discretion of the Provider.

Changes outside the original scope include, but are not limited to, adding new pages beyond the agreed number (or trying to fit multiple topics/pages into one webpage), incorporating additional functionalities not discussed during the project definition phase, and requesting revisions beyond the specified number allowed.

Such changes will be billed on a time and materials basis at our standard hourly rate of $150 per hour or as defined in Article Two, or as separately agreed upon in writing in advance of the change. We will provide you with a written estimate and timeline for any requested changes for approval prior to proceeding with the work. Any agreed changes may affect project timelines and delivery schedules, which will be adjusted accordingly.

For Brand and Website projects:

Upon completion of all agreed-upon revisions, Designer will submit the final design to Client for approval on the date specified in their signed agreement.

Client must review and respond by specified date and time in their signed agreement to either:

• Sign the approval form, OR
• Identify any items from previous Pastel revision round that were not fully addressed (with specific Pastel comment references)

This compressed timeline requires timely communication. Delays in review or new requests submitted after approval will be handled post-launch through the Change Request process ($99–$199).

After Designer addresses incomplete items:

• Designer will notify Client that items have been corrected
• Client must sign approval form immediately
• No additional review window – this is the final opportunity before automatic approval and launch

After final approval is signed, any additional edits or new requests must be submitted through Provider's Change Request system. Client may choose from the following options:

All Change Requests must be submitted through Provider's official Change Request scheduler. Email or text requests will be redirected to the formal submission process.

For branding projects, Client acknowledges the distinction between revisions and new creation:

A project timeline (Timeline) will be established at the project inception with input from both Parties and communicated to the Client. Provider will decide when, where, and the manner and means by which Provider will conduct the activities required to perform the Services. Provider will perform the Services at such times as are convenient to us and fit the Timeline. Provider will remain reasonably available to render the Services based on the Communication Protocol outlined in this section.

All official calls or meetings will be set at the project inception and communicated in a Project Timeline via Client Portal or email. Any calls, meetings, or lengthy email exchanges that are not specifically included in the project deliverables or timeline based on your package selection may incur additional fees based on the Provider's current hourly rate. Client acknowledges that they have read and agree to follow the communication protocol outlined in Section 1.10(a).1–5.

In the event Client's website experiences a technical issue which prevents normal operation, they may submit a technical request at hello@decletdesigns.com or via the client portal supplied by Provider. In so doing a technical support ticket is created and will be acted upon by Provider.

Client acknowledges that active participation in resolving support tickets is necessary for timely resolution. Support tickets that remain open with no Client response for seven (7) consecutive days will be closed as resolved. Closed tickets may be reopened or resubmitted at any time without additional charge under an active Care Plan.

Any request that is not clearly a technical support request will be considered by Provider as an additional new project. All new projects of this kind will be quoted and considered outside of this agreement.

Provider shall supply, at Provider's sole expense, all equipment, tools, materials, and supplies that are not otherwise explicitly identified as Client's responsibility herein. Client shall supply and be responsible for all payments and fees for any and all physical and digital items explicitly called out as Client's responsibility herein.

Any persons employed or engaged by Provider to perform the Services are Provider's employees or subcontractors. Client acknowledges and accepts that Provider may task employees or subcontractors to execute Services on behalf of Provider. Any employee or subcontractor engaged by Provider to perform the Services shall be qualified to perform the assigned duties based on Provider's discretion.

Nothing in this Agreement creates an employer-employee, joint-venture, or partnership relationship between Client and Provider. Provider may not take any position contrary to Provider's status as an independent contractor. Due to the nature of the Services Provider may be granted the authority to act as an agent of Client or on behalf of Client in limited capacity which may result in Client's assumed or created obligation. Provider will obtain consent prior to acting on behalf of Client unless authority is expressly given via Services described herein. Provider accepts the responsibility placed on an independent contractor by federal and state laws and regulations and other applicable rules and regulations.

Provider is not eligible to participate in any workers' compensation, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or in any other fringe benefits or benefit plans Client offers to its employees. Client is not responsible for withholding or paying any income, payroll, Social Security or other federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining workers' compensation insurance on Provider's behalf. Provider is responsible for, and shall indemnify Client against, all such taxes or contributions, including penalties and interest.

Client shall defend, indemnify, and hold harmless Provider and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, or expenses of any kind (including reasonable attorneys' fees) arising out of or resulting from:

• damage to real or tangible, personal property resulting from Client's acts or omissions;
• Client's breach of any representation, warranty or obligation under this Agreement;
• all taxes or contributions, including penalties and interest due to Client's failure to properly withhold; and
• any claims made by or on behalf of any of Client's employees or subcontractors.

Provider may satisfy an indemnity (in whole or in part) by deducting the amount from any payment due to Client.

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question.

Client warrants to:

• Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder;
• Comply with license terms for any and all items provided, installed, and/or maintained by us;
• Comply with all applicable laws and regulations governing transmissions of data; and
• Not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms.

We warrant:

• That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry.
• No other warranties of any kind whether express or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose.

Client releases Provider from any liability for and Provider assumes no responsibility for results outside of Provider's direct control, such as but not limited to the quality of leads or sales made by your team.

Client acknowledges that Provider has no control over changes to search engine policies or algorithms.

Client understands and accepts that at any time the third-party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact on your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Client agrees that no refunds or discounts will be given for any negative impact on the part of any search engine. Client certifies that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control.

Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

Client further agrees to:

• Accept full and exclusive responsibility for your business' performance and customer satisfaction;
• Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced;
• Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment;
• In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.

In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 6 month period.

You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage.

We implement website contact and intake forms to the best of our ability, including configuring basic notifications and integrations as applicable. However, we cannot guarantee the successful delivery of form submission emails due to variables beyond our control, such as server settings, third-party email providers, spam filters, and DNS configuration (including SPF, DKIM, and DMARC records).

It is the Client's responsibility to regularly test and monitor form functionality and ensure proper delivery of submissions to their desired inbox. Declet Designs is not liable for any missed messages, leads, or damages resulting from failed or delayed form notifications.

We strongly recommend setting up an alternative method for accessing form submissions, such as storing entries in the website database or connecting to a third-party CRM or form tool with notification redundancy.

Client is responsible for ensuring that any data provided to us complies with relevant data protection laws. You must safeguard customer data and other sensitive information in compliance with legal and regulatory standards.

You agree to provide any necessary information and cooperation required to comply with data protection laws and assist in any related inquiries or data breach notifications.

Provider assumes no responsibility for data protection and data privacy law compliance. Client agrees that data protection and security is the responsibility of themselves and any third party hosting service provider where sensitive or otherwise restricted data is stored.

This document serves as an acknowledgment and waiver agreement between Provider and Client, regarding any website, CRM, or client portal design and development services rendered by Provider.

Client acknowledges and agrees that while Provider may assist in the procurement of licenses for third-party software and services and the integration of such software/services with the Client's website or portal, Provider does not warrant, guarantee, or assume responsibility for the performance, functionality, or outcomes related to such third-party software or services.

During the Term, Client shall pay Provider in accordance with the Services selected as described in Section 1.01, and fees resulting from changes as described in Section 1.05. This amount is payable in full or increments as dictated by selected Services package, Change request, and optional Payment Plan. The amount and timing of each payment will be communicated below in the payment panel and a schedule of payment time(s) and amount will be provided upon execution of this Agreement via the client portal and by email upon request. Any changes to the schedule and amount of payments will be communicated by Provider to Client via email.

Invoices will be delivered by email from directly Provider or a third-party invoicing and payment processing provider of the Provider's choosing. An invoice is considered delivered when the Provider's system has the invoice marked sent. Client accepts all responsibility for any delay in notification or payment of the invoice for any reason including but not limited to Client email change, Client email delivery and spam protocols, and Client's payment method is out of date.

If Provider is in default of Provider's duties under this Agreement, Client is not obligated to pay Provider. Client shall provide an IRS Form 1099-MISC to Provider. Provider is solely responsible for all federal, state, and local taxes.

In certain instances, there will be Services rendered outside of the project scope and timeline. For these instances the standard hourly rate will begin at $150 per hour (Hourly Rate). Work done in preparation for or resulting from a meeting, or other requests made by the Client, which are outside of project scope will be considered in determining the total time and additional cost due by Client.

As described in Section 2.01 above, compensation is due based on Services as described in Article One herein. Because of the range of services which could be selected, below are further definitions of terms which may be encountered when configuring your services.

Adherence to these payment terms is essential for the project's success, allowing the Provider to allocate resources and manage the project timeline effectively.

Invoices or fees that are not paid when due shall bear a penalty of interest at the rate of 3% per day the balance is overdue.

Client shall pay all costs and expenses, including without limitation, reasonable attorneys' fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder.

Payment default will result if you fail to make any payment to us by the due date; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%.

Client shall promptly provide us with written notice of any disputes or concerns with respect to invoices, charges, and payments made hereunder. Client shall notify Provider of such a dispute or concern within thirty (30) days of the delivery date of the invoice, charge, or any other payment matter in question. Delivery date will be set at (5) days after post marked date for items sent via USPS, the carrier recognized delivery date for all private parcel carriers, and the Provider's time stamped date of delivery for all electronic delivery methods.

Provider is responsible for all expenses incurred by Provider in connection with the Services. Client has no duty to reimburse Provider for any expenses incurred by Provider in connection with the Services.

Provider does not offer refunds for any reason.

The term of this Agreement begins on the date of the last signature and ends upon completion of the Services, unless terminated sooner under Section 3.03.

Either Party may terminate this Agreement under any of the following circumstances:

• Party is in breach of this Agreement;
• Party's failure to cure a material breach of this Agreement within 14 days of receipt of written notice of the breach; or
• Party's dissolution or bankruptcy.

As provided in Article Eight Section 8.15 (Amendments).

Termination will be effective immediately upon Party's death or according to the cancellation policy in Section 3.02. Upon termination outside what is covered in Section 3.02, all earned but unpaid compensation due to Provider will be prorated at Provider's discretion based on the work performed up to and through the termination date.

When this Agreement is completed or is terminated by either party, Provider shall promptly deliver to Client all Confidential Information that is or has been in Provider's possession or under Provider's control. This includes, without limitation, originals and copies—electronic or otherwise—of any Confidential Information. Provider shall also return any equipment, tools, materials or supplies provided by Client.

Without limiting the applicability of any other agreement to which Parties are subject, Parties may not directly or indirectly disclose or use any Confidential Information at any time during or after the Term of this Agreement. This obligation shall survive termination of this Agreement for one year. This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit. Upon request, all Confidential Information will be promptly destroyed or returned to the requesting party.

For purposes of this Agreement, Confidential Information means trade secrets, proprietary information, and other information belonging to either party or any subsidiary or affiliate of either party that are not generally known to the public, including information about business plans, financial statements, and other information provided under this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that either party or any subsidiary or affiliate of either party treats as confidential, in any format whatsoever including oral, written, and electronic. Examples of Confidential Information include the items on the following list, which is not exhaustive:

• All information, formulae, compilations, software programs (including object codes and source codes), devices, methods, techniques, drawings, plans, experimental and research work, inventions, patterns, processes and know-how—whether or not patentable and whether or not at a commercial stage—related to either party or any subsidiary or affiliate of either party;
• All videos or other content created by Provider for communication and/or implementation of Services;
• Marketing methods and related data of either party or any subsidiary or affiliate of either party;
• Compensation paid to employees and other employment terms of either party or any subsidiary or affiliate of either party;
• Any other confidential information concerning the business of either party, their manners of operation, or other confidential data of any kind, nature, or description.

The parties stipulate that Confidential Information derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use and is the subject of secrecy efforts that are reasonable to uphold under the circumstances. Each party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Neither party shall use the other's Confidential Information for any purpose except as necessary to perform under this Agreement.

Nothing in Section 4.01 prevents Provider from disclosing Confidential Information:

• Upon the order of any court or administrative agency, upon the request or demand of any regulatory agency or authority having jurisdiction over Provider, or to the extent compelled by legal process or required or requested under subpoena, interrogatories, or other discovery requests;
• As necessary in connection with exercising any remedy under this Agreement; or
• In connection with this Agreement, to legal counsel and accountants who, in either party's reasonable judgment, need to know the Confidential Information and agree to be bound by the provisions of Section 4.01 as if a party.

Parties must not make any disclosure permitted by this Section (other than disclosure to one's own legal counsel in connection with this Agreement) before notifying the other party as far in advance of the disclosure as practicable. Notice must state the purpose of the disclosure and the means taken to ensure that any disclosed Confidential Information remains confidential.

Parties shall take all appropriate steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Parties must not use, reproduce, or store Confidential Information on a computer or electronic device that may be accessible to persons to whom disclosure is prohibited under this Agreement.

If Provider is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation, demand, or similar process from a governmental authority, agency, or tribunal) to disclose any Confidential Information, Provider shall promptly notify Client of the request so that Client may seek a protective order or other appropriate remedy. Provider shall cooperate with Client with respect to any such proceeding.

For purposes of this Agreement, "Intellectual Property" means all ideas, concepts, designs, inventions, discoveries, and improvements that are created in connection with this Agreement. This includes all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether made solely or jointly with others; whether or not patentable; and whether or not the conception, discovery, or making involves the use of either party's time, facilities, equipment, or personnel. Intellectual Property as defined above is categorized as either "Deliverables," "Provider's Proprietary Materials," or "Client's Proprietary Materials" as further defined below.

"Deliverables" means all work products, materials, and content specifically created by Provider for Client under this Agreement and explicitly identified as deliverables in the Services set forth in Article One of this Agreement. For clarity, Deliverables do not include Provider's Proprietary Materials, even if such materials are incorporated into, used to create, or used to convey the Deliverables.

Provider's Proprietary Materials mean:

• All pre-existing methodologies, frameworks, systems, tools, and materials owned by Provider prior to this Agreement;
• All teaching materials, educational content, and training methodologies whether created during the Term or otherwise;
• Provider's distinctive presentation style, delivery methods, and pedagogical approaches;
• Platform-specific implementation techniques and methodologies;
• Any materials created by Provider during the provision of Services that are not explicitly defined as Deliverables, including but not limited to explanatory content, instructional videos, implementation guides, and supporting materials;
• Any knowledge, expertise, processes, or methodologies developed or enhanced by Provider during the performance of the Services.

"Client's Proprietary Materials" mean all pre-existing methodologies, frameworks, systems, tools, materials, and confidential information owned or licensed by Client prior to this Agreement.

If any of Provider's pre-existing materials are in the Intellectual Property resulting from the Services performed under this Agreement, Provider retains ownership of the pre-existing materials and grants to Client an irrevocable, worldwide, unlimited, royalty-free license to use, and prepare derivative works based upon, the pre-existing materials. Client may assign, transfer, and sublicense these rights to others with Provider's explicit approval.

Provider retains the right to describe and display non-confidential aspects of the Services performed for Client for educational and portfolio purposes, provided that no Client confidential information is disclosed.

Any copyright assignment under this Agreement includes all moral rights. Moral rights are paternity, integrity, disclosure, withdrawal, and any other rights in the copyrighted material. Provider retains moral rights to Provider's Proprietary Materials. Where moral rights cannot be assigned under applicable law, Provider hereby waives such moral rights and consents to any action of Client that would violate such moral rights in the absence of such waiver and consent.

Each party shall require each of its employees and contractors to sign written agreements securing the rights provided for in this Article before the employee or subcontractor provides any Services or has access to the other party's confidential information or intellectual property.

These terms specifically apply to your access to and use of Glowsay, the testimonial and review collection platform provided under Declet Designs' white-label license of More Good Reviews. By purchasing or accessing Glowsay, you agree to the following additional terms:

These Glowsay terms are governed by and incorporated into the larger Declet Designs Client Engagement Agreement. In case of conflict between these Glowsay-specific terms and the general terms of this Agreement, these Glowsay-specific terms shall govern your use of the Glowsay platform.

More Good Reviews maintains their own terms of service, which can be found at: https://moregoodreviews.com/terms

The licenses granted in Section 5.07(a) shall survive the termination of this Agreement. Upon termination of this Agreement, and all related Agreements that may exist between Client and Provider, Provider shall cease all use of Client's Proprietary Materials and return or destroy all copies thereof, as directed by Client.

Each party acknowledges that a breach of this Article may cause the other party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available, the non-breaching party shall be entitled to seek injunctive or other equitable relief to prevent or cure any breach or threatened breach of this Article. All disputes and remedies shall be carried out in accordance with Articles Six and Eight herein.

Client and Provider shall use the procedure outlined in this Article to resolve any dispute, contest, or claim that arises between them that may relate to this Agreement. However, in accordance with federal law, and at the option of Provider, claims made by Provider related to sexual assault or sexual harassment may be resolved, but need not be, using procedures outlined in this Article. The purpose of the alternative dispute resolution procedures in this Article is to resolve all disputes, contests, and claims without litigation.

Any party (Claimant) who has any dispute relating to this Agreement shall provide written notice to any other person that has an interest in the controversy (Respondents) describing the general nature of the controversy. The notice must designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the Claimant. Two or more Claimants may designate a common authorized representative.

Each Respondent shall also designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the Respondent. Two or more Respondents may designate a common authorized representative.

Written notice of the designation of the authorized representatives must be delivered to each party within 10 business days from the date the Respondents receive notice of the controversy.

The authorized representatives shall conduct an initial meeting within 30 days from the date the Claimant's notice is delivered to the respondents. The authorized representatives are entitled to collect and review all relevant evidence pertaining to the controversy and to negotiate and resolve the controversy. Resolution of any controversy by the authorized representatives is conclusive and binds all parties. If the authorized representatives do not resolve the controversy within 30 days from the date of their initial meeting, they shall discontinue direct negotiations and submit the controversy to mediation.

Within (10) business days of discontinuing direct negotiations, the authorized representatives shall exchange written lists of natural persons whom they consider to be qualified to serve as a mediator. Within (20) days after they exchange these lists, the authorized representatives shall agree upon one mediator to mediate the controversy. If the authorized representatives do not agree on a mediator, the controversy will be submitted to binding arbitration under Section 6.10.

The authorized representatives shall promptly designate a mutually convenient time and place for the mediation. If the authorized representatives fail to do so, the controversy will be submitted to binding arbitration under Section 6.10.

The authorized representatives are entitled to fully discover, obtain, and review all information relevant to resolving any controversy.

At least seven days before the first mediation conference, each authorized representative shall deliver to the mediator a concise written summary of fact and law about the issues. The authorized representatives and the mediator may retain legal counsel, accountants, appraisers, and other experts whose opinions may assist the mediator in resolving the controversy.

The mediator shall determine the format for mediation conferences, ensuring the authorized representatives have an equal opportunity to review the evidence and any relevant technical and legal presentations. The mediator shall determine the time schedule for resolving the mediation and shall attempt to facilitate the parties' efforts to achieve final resolution of all disputed issues. If the mediator is unable to facilitate a final resolution of all issues, the unresolved issues will be submitted to arbitration under Section 6.10.

Any final determination made by the arbitrator binds each party who receives notice of a controversy, even if the party does not respond or designate a representative or the party's authorized representative fails or refuses to participate in the designation of a mediator.

If any controversy is not finally resolved according to the alternative dispute resolution procedures in this Article, the parties to the controversy shall submit to mandatory and binding arbitration. The controversy will be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's judgment may be entered in any court having competent jurisdiction. If the arbitrator determines that the evidence produced through the arbitration process is insufficient to support a decision, the arbitrator may conclude the arbitration proceedings without a decision.

At any time before the conclusion of any mediation or arbitration, the authorized representatives may enter an agreement to resolve the controversy. Any settlement agreement will be conclusive and bind all parties.

If a party materially breaches this Agreement and if the other parties determine in good faith that immediate relief is necessary, the parties alleging the material breach may seek temporary restraining orders, preliminary injunctions, or similar temporary and equitable relief in a court of competent jurisdiction.

The prevailing party in any dispute between the parties is entitled to recover from the losing party all reasonable costs incurred, including any attorney's fees and any costs of mediation, arbitration, court fees, appraisals, and expert witnesses.

For purposes of this Agreement, to the extent they appear herein, the following terms have the following meanings.

The following general provisions and rules of construction apply to this Agreement.

Each party has reviewed this Agreement, accepts all its provisions, and agrees to be bound by all its terms.

Except as otherwise provided in this Agreement, all provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and permitted assigns of any of the parties to this Agreement.

Any party's failure to insist upon strict performance of any provision or obligation of this Agreement for any period is not a waiver of that party's right to demand strict compliance in the future. An express or implied consent to or waiver of any breach or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default in the performance of the same or of any other obligation.

This Agreement is governed, construed, and administered according to the laws of the state where Provider's principal place of business is located, and any applicable federal law, without giving effect to any choice-of-law or conflict-of-law provisions.

The parties agree that any suit, action, or proceeding—whether in contract, tort, or otherwise—arising out of this Agreement must be brought in a state or federal court located in the county and state of Provider's principal place of business if one of these courts has subject-matter jurisdiction over the suit, action, or proceeding. Notwithstanding the foregoing, any action seeking injunctive relief may be brought in any court of competent jurisdiction. Any cause of action arising out of this Agreement is deemed to have arisen from a transaction of business in Georgia.

Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of this Agreement. Each party irrevocably waives—to the fullest extent permitted by applicable law—any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition.

Service of process, summons, notice, or other document by registered mail to the address set forth in Section 8.09 is effective service of process for any suit, action, or other proceeding brought in any court.

Each party to this Agreement acknowledges and agrees that any controversy arising out of this Agreement is likely to involve complicated issues. Therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury for any cause of action arising out of this Agreement.

Each party to this Agreement acknowledges that its breach or threatened breach of any of its obligations under this Agreement would give rise to irreparable harm to the other parties and monetary damages would not be an adequate remedy. Therefore, each party to this Agreement agrees that if any party breaches or threatens to breach any of its obligations, each of the other parties to this Agreement will be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other rights and remedies that may be available in respect of the breach.

If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorneys' fees, expenses and court costs.

Except to the extent this Agreement expressly provides otherwise, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.

Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other communications called for under this Agreement must be in writing and will be deemed to have been given:

• when delivered by hand (with written confirmation of receipt);
• when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
• on the date sent by facsimile or email (with confirmation of transmission) if sent during recipient's normal business hours, and on the next business day if sent after the recipient's normal business hours; or
• on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

If notice is required to be given to a minor or incapacitated individual, notice must be given to the minor or incapacitated individual's parent or Legal Representative.

The written notice must be sent to the respective parties at the party's last known address (or at the address a party has specified in a notice given in accordance with this Section). Notice to Provider may be sent to the address listed in this Agreement.

If any court of competent jurisdiction determines that any provision or any part of a provision set forth in this Agreement is unenforceable because of its duration or geographic scope, the court has the power to modify the unenforceable provision instead of severing it from this Agreement in its entirety. The modification may be made by rewriting the offending provision, by deleting all or a portion of the offending provision, by adding additional language to this Agreement, or by making other modifications as it determines necessary to carry out the parties' intent to the maximum extent permitted by applicable law. The parties expressly agree that this Agreement as modified by the court is binding upon and enforceable against each of them.

The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement.

By signing this Agreement, each party acknowledges that this Agreement is the product of arms-length negotiations between the parties and should be construed as such. Each party acknowledges that he or she has been advised to seek separate counsel and has had adequate opportunity to do so.

This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement's subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties—both written and oral—with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others.

This Agreement is for the sole benefit of its parties and their respective heirs, executors, administrators, successors, and assigns. Nothing in this Agreement, express or implied, confers any legal or equitable right, benefit, or remedy of any nature whatsoever upon any other person or the creditors of any person.

This Agreement may be amended or modified by Provider upon providing thirty (30) days' prior written notice to Client. Such notice may be delivered via email to the address on file, through the client portal, or by posting updated terms to Provider's website with notice of the update date. Client's continued use of any Services — including but not limited to active Care Plan subscriptions, Glowsay subscriptions, or any other ongoing service — following the thirty (30) day notice period shall constitute acceptance of such amendments and binding agreement to the updated terms. These terms apply to all new and existing clients whose services are active on or after the effective date stated herein. If Client objects to any such amendment, Client's sole remedy is to terminate this Agreement within the thirty (30) day notice period in accordance with the cancellation procedures set forth in Section 3.02.

Provider will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade secret, as long as the disclosure is made:

• in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or
• in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

This Section is intended to comply with the immunity provided by the United States Code from liability resulting from disclosures of trade secrets under the conditions described in this Section. Nothing in this Consulting Agreement is intended to conflict with 18 U.S.C. § 1833(b). If there is a conflict between this Section and any other Section of this Consulting Agreement, this Section will control.

Except for breaches of confidentiality obligations or intellectual property rights, in no event shall either party be liable to the other party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including without limitation, loss of profits, data, or use, arising out of or in connection with this agreement, however caused and regardless of the theory of liability, even if such party has been advised of the possibility of such damages.

Except for payment obligations, breaches of confidentiality obligations, or intellectual property rights, the total cumulative liability of provider to client for all claims arising out of or relating to this agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by client to provider under this agreement during the twelve (12) months preceding the date of the event giving rise to the claim.

This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any person may rely on a copy of this Agreement that any party to this Agreement certifies to be a true copy to the same effect as if it were an original.