Services Terms and Conditions

1. DEFINITIONS. Whenever used in these Terms with the initial letter capitalized, the following terms will have the following specified meanings:
   1. “Affiliates” means any entity, individual, firm, or corporation which, directly or indirectly, controls, is controlled by or is under common control with such entity, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise.
   2. “Anonymized Data” means the Provider-generated data and information included in the Deliverables that is used by Provider in an anonymized, de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services and Deliverables.
   3. “Client Data” means any electronic data or other information provided by or on behalf of Client, including data concerning or provided by a Target Company that would typically be provided to Provider in the normal course of the performance of Services under these Terms.
   4. “Client-Furnished Materials” means any materials, Client Data, documentation, or other items provided by Client, or any third party on behalf of Client, including computers, software, office space, desks, furniture, facilities, utility services (e.g., electric, telephone, or communications), equipment, component, part, supplies, computer program, and other goods and services.
   5. “Confidential Information” means any trade secrets or other information that is non-public or proprietary information, or information that is conspicuously marked or otherwise identified as confidential or proprietary, upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser, or which given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, or any information that a party is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business, or other nature (including, but not limited to, information which relates to a party’s technology, research, development, products, services, pricing of products and services, clients, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs) whether orally or in written, electronic, or other form or media. However, Confidential Information does not include any information that: (a) was known to the Recipient prior to receiving the same from the Discloser in connection with these Terms; (b) is independently developed by the Recipient without reference to the Confidential Information of the Discloser; (c) is acquired by the Recipient from another source without restriction as to use or disclosure; or (d) is or becomes known to the public through no fault or action of the Recipient. The Confidential Information of Client includes Client Data. The Confidential Information of the Provider includes Provider Proprietary Materials.
   6. “Deliverables” means any work product, materials, Reliance Letters, or other tangible or intangible property identified in an SOW as “Deliverables.”
   7. “Discloser” means a party that discloses Confidential Information to the other party.
   8. “Distributable License” means an irrevocable, perpetual, worldwide, nonexclusive, royalty-free, fully paid, non-transferrable, site unrestricted license to use the Provider Proprietary Materials or Deliverables to the extent required in order to use the Services or Deliverables.
   9. “DPA” means the Provider’s data processing addendum, available at https://crosslake­tech.com/data-processing-addendum/, as may be updated by Provider from time to time.
   10. “Enhancement” means any correction, workaround, modification, enhancement, improvement, update, upgrade or new release.
   11. “Intellectual Property Rights” or “IPR” means any patent, patent rights, copyright, trademark, trade secret, database right, business process method, or other intellectual property or proprietary right.
   12. “Nonconformities” means any material failures, errors, defects, inaccuracies, or inadequacies of the Deliverables or Services identified by either party, including any failure to meet acceptance criteria or warranty requirements for such Deliverables or Services.
   13. “Portfolio Company” means a company owned by, or that has shared ownership with, the Client.
   14. “Provider Proprietary Materials” means any and all information and materials, including software, provided to Client by or on behalf of Provider, or otherwise used by Provider, and all systems, techniques, methodologies, ideas, concepts, and know-how developed by or on behalf of Provider in connection with the provision of Services and Deliverables, that Provider developed or acquired prior to the Effective Date, or anytime, independent of these Terms, including derivative works and Enhancements of the foregoing, even if the derivative works were created as part of the Services. For the avoidance of doubt, Provider Proprietary Materials does not include Deliverables, Client Confidential Information, and Client-Furnished Materials. Inclusion of Provider Proprietary Materials in any Deliverables does not change its character as a Provider Proprietary Material.
   15. “Recipient” means a party that receives Confidential Information of the other party.
   16. “Reliance Letter” means the letter provided to a third-party, in which Provider sets out the terms upon which Provider agrees to release the information and materials in the Deliverables and allow such third-party to rely on the Deliverables and agree to assume a duty of care to such third-party in relation to the contents in the Deliverables.
   17. “Services” means services performed or to be performed by the Provider pursuant to an SOW or otherwise under these Terms.
   18. “Specifications” means the written, detailed specifications for any Deliverables as set forth in an SOW or agreed by the parties pursuant to the terms of an SOW.
   19. “Statement of Work” or “SOW” means a written work order, subject to these Terms, prepared, agreed upon, and signed by the duly authorized representatives of the parties that describes the specific Services and/or Deliverables to be provided by Provider to Client under these Terms. An SOW may be accepted and modified via email, with confirmation of receipt required. Provider reserves the right to require execution of a formal SOW amendment for changes it deems material.
   20. “Target Company” means, if applicable, the acquisition target of Client, for which the Services or Deliverables may be provided pursuant to these Terms.
   21. “Term” means the duration of these Terms as specified herein.
   22. “Third-Party Products” means any products, methodologies, tools, data, information, materials, computer programs, architecture, design specifications, flowcharts, or software (including, without limitation, any object code, source code, open-source software, tool, utility or template), or other tangible or intangible item licensed or otherwise acquired by Provider from a third party.
   23. “Toolkit IP” means all Intellectual Property Rights which subsist (now or in the future) in and/or relate to any individual software routines, individual lines of code, software libraries, database components, and individual elements of functionality (and the software code used to generate them) that are incorporated into and/or form part of the Deliverables, the Services, and any other products of the Services (including any deliverables and all systems, techniques, methodologies, ideas, concepts, and know-how developed by or on behalf of Provider during the course of providing the Services).
2. PERFORMANCE OF SERVICES.
   1. Services. Provider shall perform for Client the Services and create the Deliverables specified in an SOW, subject to these Terms. Client shall be responsible for ensuring that all details and terms of an SOW or Specifications are complete and accurate.
   2. Schedule. Provider shall make reasonable efforts to meet any delivery dates set out in an SOW, or which are otherwise agreed with Client, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   3. Non-Exclusivity. Client understands and agrees that its engagement of Provider is not exclusive. Provider has the right to be engaged by other client(s) to provide the same or similar services for other clients.
   4. Acceptance. Except to the extent an SOW contains specific acceptance testing provisions, all Services and/or Deliverables provided to Client for approval will be deemed accepted by Client on the earlier of the following:
      1. when the Deliverables or Services are provided materially in accordance with an SOW and/or Specifications, minor errors and omissions excluded;
      2. within ten (10) days after delivery, Client has not provided to Provider written notice identifying any Nonconformities in the Services and/or Deliverables, as applicable; or
      3. use of Deliverables in a production environment by Client which will constitute acceptance of such Deliverables unless an SOW specifically states otherwise.
   5. Correction and Re-Performance. If the Services or Deliverables contain any Nonconformities, Client shall identify such Nonconformity in writing to Provider in sufficient detail as to why it believes such Services or Deliverables are nonconforming. Provider shall correct the Nonconformity and re-deliver the Services or Deliverables, or re-perform the activities related to the Services or Deliverables, as the case may be, unless Client expressly states in writing that it does not require Provider to correct a certain Nonconformity that it considers, in Client’s sole discretion, to be immaterial.
   6. Change Orders.Changes to the scope of the Services or any Deliverables shall be made only in writing by authorized representatives of both parties, with confirmation of receipt. Provider will not be obligated to work on a change until the parties agree in writing upon the terms of the change order, including price and/or schedule impact. Provider will continue performing the Services in accordance with the in-force SOW until the parties agree in writing to any such change or adjustment. If the parties are unable to agree to a mutually acceptable change or adjustment, it shall be withdrawn, and the SOW shall continue in force unchanged. Provider shall have the right to make any changes to the scope of the Services which are necessary to comply with any applicable laws or regulations, or which do not materially affect the nature or quality of the Services.
   7. Specialist Advice. Provider is not providing any legal, regulatory, environmental, insurance, tax, accounting, or other specialist advice under these Terms or any SOW that may be required by Client. Client is strongly advised to consult with specialist professional advisors in this regard. Where the Services and/or Deliverables include an assessment of risk, an expression of opinion, and/or guidance as to how Client can improve its internal business practices/processes, Client acknowledges that such assessment is an expression of opinion only and not a statement of fact. Any decision to rely upon such assessment is at Client’s sole discretion and Provider shall not be liable to Client (or third parties) for any losses which may be incurred as a result of any reliance placed on such an opinion. Client acknowledges and agrees that (a) any outcome of the Services is limited to a point-in-time examination consistent with the scope set forth in an SOW, (b) the outcome of any audits or assessments by, and the opinions, advice, recommendations, and/or certification of, Provider does not constitute any form of representation, warranty, or guarantee that Client’s systems are secure from attack, even if fully implemented, (c) in examining Client’s security status, Provider relies upon accurate, authentic, and complete information provided by Client as well as use of certain sampling techniques, and (d) Client’s management is solely responsible for the implementation of any course of action based on such Services. Notwithstanding any other provision in these Terms, Provider shall not be obligated to provide the Services if to do so would breach any laws or regulatory requirements. Accordingly, Provider will not be responsible or liable to Client for any loss which it may suffer as a result of the same.
3. PAYMENT.
   1. Payment. Client will pay Provider the fees, compensation and other amounts as specified in each SOW and in accordance with the payment terms specified therein. Client will pay Provider at Provider’s rates as defined in each SOW for the consultants performing the Services. Client will reimburse the Provider for all reasonable pre-approved expenses incurred by the Provider in the performance of the Services and the delivery of the Deliverables, including, but not necessarily limited to, travel and lodging expenses. Unless otherwise specified in an SOW, Client will pay Provider within thirty (30) days of the invoice date in accordance with the remittance instructions on the invoice. Client shall pay all fees due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
   2. Suspension. The provision of the Services and the delivery of the Deliverables to Client is subject to Client’s payment of the invoiced amounts when due. If any payment is not made when due, Provider will be entitled to suspend its performance immediately, and, at its option, to terminate the applicable SOW.
   3. Disputes. In the event of any good faith dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts owed to Provider shall be paid with interest at the rate set forth below accruing from the date such amounts were originally due.
   4. Client delays. Provider shall make reasonable efforts to meet any delivery dates set out in an SOW, or which are otherwise agreed with Client, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. Any request by Client to change the delivery date, Specification or scope of the Services and/or Deliverables; and/or any delays resulting from the action or inaction of Client may result in an adjustment in fees and/or schedule by Provider. Further, if any delivery date specified in an SOW has passed then, provided that such delay is not attributable to any failure by Provider (but rather a delay caused by Client or Client’s failure to meet Client Responsibilities), Provider shall have the right to commence charging for any Services associated to such delivery date and said delivery date shall hereafter be deemed to have been met.
   5. Late fees. Any undisputed amount not paid when due will bear interest at the rate of one and one-half (1.5%) percent per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by the Provider to collect any undisputed amount not paid when due, Client will pay or reimburse the costs of collection (including, without limitation, any legal fees and court costs).
   6. Taxes. Each party shall be responsible for taxes based on its own net income or gross receipts incurred or that arise in connection with its sale of goods and/or services, employment taxes of its own employees, and for taxes on any property it owns or leases. Client agrees to pay to Provider any sales, use, excise, value-added, or other similar taxes or duties that are owed by Client solely as a result of entering these Terms and which are required to be collected from Client by Provider under applicable law.
4. CLIENT OBLIGATIONS.
   1. Client Responsibilities. In connection with Provider’s provision of the Services and development of Deliverables, Client shall perform those tasks and fulfill those responsibilities specified in an SOW as Client responsibilities and at all times, fully co-operate with Provider in the performance of the Services (“Client Responsibilities”).
   2. Provider Remedies. If Provider’s performance of the Services or any other obligation pursuant to these Terms is prevented or delayed by any failure by Client to perform Client Responsibilities, Provider shall, without limiting its other rights or remedies, have the right to suspend performance of the Services and invoice Client in full for all work completed to date until Client remedies such delay or failure. If the Services remain suspended for a period greater than twenty-one (21) days, Provider reserves the right to: a) substitute any of the Provider’s personnel engaged in the Services delivery with alternative personnel of an equivalent level of skill and experience; and/or (b) revise the fees.
   3. Client-Furnished Materials. In addition to any particular items specified in an SOW, Client shall supply Provider personnel with such Client-Furnished Materials which may be necessary in connection with Provider’s performance hereunder. No interest or obligation shall be conferred upon Provider regarding Client-Furnished Materials, beyond the limited right to use such property in furtherance of these Terms and Provider is under no obligation to investigate or verify the accuracy or completeness of any Client-Furnished Materials provided by or on behalf of the Client, or Target Company.
   4. Operation and Use of Deliverables. Client shall be responsible for its operation and use of Deliverables.
   5. Third-Party Consents. Client shall obtain all consent necessary from its third parties, including from the Target Company (where applicable), required for the Provider to perform the Services and its obligations under these Terms or in an SOW.
   6. Client Data and Client Systems. Client acknowledges and agrees that, unless expressly stated otherwise in an SOW or Specification, the Provider does not require access to, or process, personal data or personally identifying information about individual data subjects for the performance of the Services. Client confirms that it will at all times comply with all applicable laws in connection with any Client Data that the Provider (including its employees and agents) is provided with, or given access to, for the performance of the Services. To the extent Provider processes any personal data provided by Client, such processing will be carried out in accordance with the DPA. Client understands that it is solely responsible for taking appropriate measures to isolate and back up its computer system, including its computer programs, data and files, and to take other actions necessary to protect its system and Client Data on its systems.
   7. Client’s, Target Company’s, and Portfolio Company’s Premises. Client will be responsible for and will ensure that while Provider employees, agents or contractors are on Client’s premises, all proper and legal health and safety precautions are in place and fully operational to protect such persons. Client will be responsible for obtaining all authorizations and consents for Provider’s presence on either Target Company’s or Portfolio Company’s premises, where applicable.
   8. Client Representatives. In order to avoid miscommunication, Client shall appoint one or more representatives with full authority to provide or maintain any necessary information and approvals that may be required by Provider (each a “Client Representative”). The Client Representative shall be responsible for coordination and review of the Services and Deliverables and notifying the Provider of Client instructions, change orders and approvals.
5. CONFIDENTIAL INFORMATION.
   1. Confidentiality Obligations.Except for any license or other right expressly granted under these Terms or an SOW, each party reserves all right, title and interest (including, without limitation, any IPR) that it may have in or to any Confidential Information that it may disclose to the other party under these Terms or an SOW. The Recipient agrees to protect the Confidential Information of the Discloser against any unauthorized use to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, applying no less than a reasonable degree of care. The Recipient shall use the Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser.
   2. Exclusions. Section 5.1 will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under these Terms or an SOW or any other agreement between the parties; (b) any use or disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof (e.g., so as to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (c) any use or disclosure made with the consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Recipient acknowledges that the unauthorized use or disclosure of the Discloser’s Confidential Information could cause irreparable harm to the Discloser, which harm would not be compensable by damages alone and, as such Discloser will be entitled to injunctive and other equitable relief to enforce such obligations.
   3. Data Security. Provider has established commercially reasonable administrative, technical and physical measures designed to safeguard Client Data against destruction, loss, alteration, or unauthorized access. Provider will promptly notify Client if Provider determines there has been a security breach involving Client Data. For the purposes of this Section, a security breach constitutes a Provider-confirmed incident that results in unauthorized or unlawful access to Provider’s systems and to any Client Data stored therein.
6. OWNERSHIP; LICENSE GRANT.
   1. Ownership of Deliverables. Subject to Client’s payment of all applicable fees under each SOW and the reservations in Section 6.2, Client shall have exclusive title and ownerships rights, including all IPR in the Deliverables. If any such rights do not originally vest in Client, and without further ‎consideration or expense to Client, Provider, or its licensor, hereby irrevocably assigns to Client all rights, title and interests worldwide in the Deliverables and all IPR therein, free and clear of all encumbrances and liens of any kind. Provider acknowledges that to the extent permitted by law, all of the Deliverables consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 or any similar or analogous law or statute of any other jurisdiction and such copyrights are therefore exclusively owned by Client. To the extent an assignment described above is ineffective, Provider grants (and shall procure from the applicable entity the right to grant) to Client and its designees an exclusive (including ‎with respect to Provider), worldwide, fully paid-up, royalty-free, irrevocable, perpetual, and transferable license (with rights to grant sublicenses) to use all Deliverables for any purpose and in any and all media now or hereafter known.
   2. Provider Proprietary Materials. Provider owns all rights, title and interests in, or has a license to, Provider Proprietary Materials, Toolkit IP, and all Provider IPR therein and Provider shall be entitled to freely use and exploit (and to permit third parties to use and exploit) the Provider Proprietary Materials, Toolkit IP, and Provider IPR for all purposes, including the creation and licensing of new software applications. Client will not have any rights in Provider Proprietary Materials, Toolkit IP, and Provider IPR other than the license rights granted to Client under these Terms. Client shall use such Provider Proprietary Materials, Toolkit IP, and Provider IPR as authorized by the Provider in writing from time to time, and solely for the purposes of performing Client Responsibilities. To the extent the Provider Proprietary Materials, Toolkit IP, and Provider IPR are incorporated into a Deliverable, Provider hereby grants to Client a Distributable License to such Provider Proprietary Materials, Toolkit IP, and Provider IPR that Provider embeds in or otherwise provides with (but not unbundled from) any Deliverables to the extent required to fully use and enjoy the Deliverables in the course of conducting its normal business and subject to the rights granted to Provider under this Section 6.2.
   3. Third-Party Products Restrictions and Limitations. Any Third-Party Products provided to Client pursuant to these Terms will be licensed to Client according to the terms of the end user license agreement of such Third-Party Product.
   4. Residuals/Items of General Knowledge. Provider will be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, methodologies, and techniques that are used in the course of providing the Services, including information publicly known or available, or that could reasonably be acquired in similar work performed for other clients of Provider. In addition, in no event will Provider be precluded from developing for itself, or for others, materials that are competitive with the Deliverables, irrespective of their similarity to the Deliverables, provided this is done without use of Client’s Confidential Information or Client-Furnished Materials.
   5. Anonymized Data. As between Provider and Client, Provider owns all rights, title, and interests in and to Anonymized Data and all IPR therein. Client agrees that Provider may (a) make Anonymized Data publicly available in compliance with applicable law, and (b) use Anonymized Data to the extent and in the manner permitted under applicable law; provided that such Anonymized Data does not identify Client or use Client’s Confidential Information or Client-Furnished Materials.
7. LIMITED WARRANTIES AND REMEDIES.
   1. Warranties. Each party warrants that:
      1. It has the full power and authority to enter each applicable SOW;
      2. It has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for the provision of the Services and the exercise by Client of the rights granted by Provider under the Terms.
   2. Third-Party Products. Third-Party Products included in the Deliverables or otherwise used by Client pursuant to an SOW may be changed in function and form by the Third-Party provider, without notice to Client. Provider will use reasonable efforts to update Client as to any such changes.
   3. GENERAL DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” THE WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION 7 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF PROVIDER AND REMEDIES OF CLIENT, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, OR NONCOMPLIANCE IN ANY SERVICES, DELIVERABLES, PROVIDER PROPRIETARY ITEMS, OR OTHER ITEMS FURNISHED BY OR ON BEHALF OF PROVIDER UNDER THESE TERMS OR THE STATEMENT OF WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
   4. Deliverables Disclaimer. In certain instances, Client may elect to disclose the Deliverables to third parties. Except when the parties have agreed upon a Reliance Letter, Provider shall have no liability to any person or entity, and any such proposed disclosure shall be made with the recipient being subject to the terms of the disclaimer(s) in such Deliverable.
8. LIMITATION OF LIABILITY.
   1. Maximum Liability.EXCEPT FOR THE SPECIFIC REMEDIES EXPRESSLY IDENTIFIED AS SUCH IN THESE TERMS, PROVIDER’S SOLE LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, LIABILITY FOR INDEMNITY, OR BY STATUTE OR OTHERWISE) FOR ANY CLAIM IN ANY MANNER RELATED TO THESE TERMS OR ANY SOW, SHALL BE THE PAYMENT OF DIRECT DAMAGES, AND SUCH DAMAGES SHALL IN NO EVENT IN THE AGGREGATE EXCEED THE FEES AND EXPENSES RECEIVED BY PROVIDER HEREUNDER WITH RESPECT TO THE WORK INVOLVED UNDER ANY SOW. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION AROSE.
   2. No Consequential or Indirect Damages.TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGE, LOSS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR REVENUES, REDUCTION IN VALUE OF INVESTMENTS, OR LOST SAVINGS), ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR ANY SOW, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
   3. Further Exclusions. Provider shall have no liability in any event in respect of: (a) the supply of, or any recommendation based on, any Client-Furnished Materials which are untrue, incomplete, inaccurate or misleading; (b) any criminal, fraudulent, dishonest or negligent act or omission, misrepresentation or default by or on behalf of Client, Target Company, or any third party (including by any of their respective personnel and/or representatives); or (c) any other act, error or omission of Client, Target Company, and/or any third party (including by any of their respective personnel or representatives).
   4. Allocations of Liability. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and the Provider’s compensation for the Services and Deliverables reflects such allocations. The parties agree further that they will look only to the corporate or firm assets of the other party in connection with any liabilities hereunder and in no event shall they have any claim against any shareholder, partner, or holder of an ownership interest in the other party in connection with these Terms or any SOW.
9. TERM & TERMINATION.
   1. Term. These Terms shall come into effect as to an SOW on the Effective Date and continue until otherwise terminated under this Section.
   2. No Cause Termination. Either party may at any time and without cause terminate an SOW by giving at least thirty (30) days’ prior written notice of termination to the other party. These Terms shall continue to govern an SOW until an SOW is terminated, or performance has been completed in accordance with the terms of an SOW. Upon such termination, Client shall pay Provider for all Services rendered, Deliverables delivered, and expenses incurred by Provider up to the date of termination or completion of an SOW.
   3. Termination for Breach. Either party may terminate an SOW at any time in the event of a breach by the other party of a material covenant, commitment, or obligation under these Terms or an SOW that, to the extent such breach is remediable, remains uncured for ten (10) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party. Notwithstanding the foregoing, any failure by Client to timely pay Provider any amounts due under an SOW will constitute a material breach of these Terms.
   4. Termination for Bankruptcy, Insolvency, or Financial Insecurity. Either party may terminate an SOW immediately at its option upon written notice if the other party: (a) becomes or is declared insolvent or bankrupt; (b) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (c) ceases to do business in the normal course; or (d) makes an assignment for the benefit of creditors.
   5. Obligations Upon Termination. If an SOW is terminated by either party, then, unless otherwise specifically provided for in the Terms or an SOW, Provider will have no obligation to perform any further Services and Client will pay to Provider any undisputed fees, reimbursable expenses, compensation, or other amounts payable for Services performed prior to the effective date of the termination. Upon termination, each party shall return and/or destroy, at the other party’s option, the other party’s Confidential Information and any other materials or property of the other party that is in its possession at the time of termination, except that each party may retain copies of Confidential Information that are stored on that party’s IT backup and disaster recovery systems until the ordinary course deletion thereof, or to the extent required to comply with legal or regulatory requirements. Furthermore, neither party shall not be required to return reports, notes, or other material prepared by such party or on such party’s behalf, which incorporate Confidential Information (“Secondary Information”) provided that the Secondary Information and any other Confidential Information retained as required by law, regulation, professional standards, or compliance requirements is kept confidential.
   6. Effects of Termination. In the event of termination of an SOW due to Client’s breach, the following will also apply to the terminated SOW: (a) any license or any other right granted to Client with respect to any Deliverables for which full payment has not been received by Provider (the “Unpaid Deliverables”) or Provider Proprietary Materials incorporated in any Unpaid Deliverable will terminate effective as of the effective date of the termination; (b) Client will return to Provider any and all Unpaid Deliverables including any Provider Proprietary Materials incorporated therein delivered by Provider under the terminated SOW; and (c) Client will return or destroy any and all copies of such Unpaid Deliverables or Provider Proprietary Materials made by or on behalf of Client and, upon request by Provider, deliver to Provider a written certification of such destruction signed by an officer of Client.
   7. Survival. Any and all liabilities incurred or accrued by either party prior to the effective date of termination shall survive, along with any other provision of these Terms that must survive to fulfill its essential purpose.
10. DISPUTE RESOLUTION; GOVERNING LAW; VENUE.
    1. Dispute Resolution. The parties agree that, in the event of a dispute or alleged breach of these Terms or any SOW, they will work together in good faith first to resolve the matter internally by escalating it to higher levels of management and then, if necessary, to use a mutually agreed upon alternative dispute resolution technique prior to resorting to litigation.
    2. Governing Law; Venue.If Client is domiciled in North America, these Terms and each SOW shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law, and, subject to the dispute resolution procedures set forth in Section 12.1, any legal suit, action, or proceeding arising out of or related to these Terms, any SOW, or the licenses granted hereunder will be instituted exclusively in Wilmington, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If Client is domiciled outside of North America, these Terms and each SOW shall be governed by the laws of England and Wales without regard to its principles of conflicts of law, and any dispute arising out or related to these Terms, any SOW, or the licenses granted hereunder will be exclusively resolved in the English courts. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
11. MISCELLANEOUS.
    1. Assignment of Personnel. Provider reserves the right to determine which of its personnel shall be assigned to perform Services; provided, however, that it will, subject to scheduling and staffing considerations, attempt to honor Client’s reasonable request for, or for the replacement of, specific individuals. Services will be delivered by Provider from the current Provider business address or by other remote means unless otherwise stated to the contrary in an SOW.
    2. Non-Solicitation. During the Term, and for a period of 12 months thereafter, each party, and all Affiliates, agree not to solicit, offer employment, or hire, and shall not induce or cause others to do any of the foregoing, any employees or contractors of the other party with whom such party came into contact in connection with these Terms, any SOW, or who are identified in the Confidential Information. Notwithstanding the foregoing, an employee’s or contractor’s response to any general recruiting efforts or employment advertising will not be considered a breach of this Section. Each party agrees that the provisions of this Section are fair, reasonable, and necessary for the protection of the legitimate interests of the other party, but if any such restrictions are adjudged or held to be void, illegal or unenforceable for whatever reason, but would be valid in the event that the scope or extent of the restrictions was reduced, then those restrictions shall apply with such modifications as may be necessary to make them valid and enforceable.
    3. Public Announcements. Provider may, with the prior written authorization of Client (email shall suffice) publish Client’s trademarks and logos (as provided by Client) solely for: (a) listing Client on Provider’s website, marketing materials, and social media accounts as a client of Provider, and (b) use in Provider’s client case studies. Notwithstanding the foregoing, Provider shall have the right to reference the Services in an anonymized manner for use in case studies or similar marketing documents.
    4. Notice. Except as otherwise expressly set forth in an SOW or these Terms, all notices, requests, consents, claims, demands, waivers, and other communications under these Terms have binding legal effect on Provider only if in writing and addressed as follows:

       Chief Operating Officer
       Crosslake Technologies, LLC
       5605 Carnegie Boulevard, Suite 175
       Charlotte, NC 28209

       Notice@crosslaketech.com

    5. Assignment. Neither party shall assign or otherwise transfer any of its rights or obligations under an SOW or these Terms without the other party’s prior written consent, except in the case of an assignment to a successor entity in the event of a merger, acquisition, or similar corporate restructuring.
    6. Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached an SOW or these Terms, for any failure or delay in fulfilling or performing any term of these Terms, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, epidemics, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate these Terms or an applicable SOW if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
    7. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms.
    8. Amendment and Modification; Waiver. No amendment to or modification of these Terms is effective unless in writing and signed by each party. No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    9. Severability. If any provision of these Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    10. Legal Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to an SOW, each party shall be separately responsible for their own legal fees and court costs.
    11. Interpretation. Any words in these Terms that follow the terms “including,” “include,” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any headings are for ease of reference only and shall not affect the construction or interpretation of these Terms.
    12. Entire Agreement. Each SOW, together with these Terms and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of such SOW and these Terms and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
        
        

Effective date: September 30, 2025