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For purposes of these Master Terms and Conditions ("Terms"), "Virtuoso", "we" or "our" refers to Virtuoso Group LLC, and "Client," "you" or "your" refers to your company. Please read these Terms carefully as they, together with your signed Proposal (hereinafter “Service Agreement”) and any Change Orders constitute your entire agreement with Virtuoso (hereinafter the “Agreement”). By engaging Virtuoso to provide services to you, you agree to be legally bound by these Terms. Virtuoso reserves the right to change or modify these Terms. Unless otherwise specified, any changes or modifications will be effective immediately upon posting the Terms and your continued use of Virtuoso's services after such time will constitute your acceptance of such changes or modifications.

A. Purpose/Access to Information: It is understood that the purpose of Virtuoso’s engagement is to review and provide advice relevant to certain Client matters, and that neither Virtuoso nor Client will benefit if Virtuoso provides inaccurate advice or commentary as a result of insufficient information. To that end, Client shall provide Virtuoso with accurate, unbiased and sufficient information (and/or access thereto) and shall promptly provide further information that Virtuoso reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion. Client shall only provide Virtuoso with information/access to information that does not interfere with a third party’s intellectual property rights. Likewise, Virtuoso shall not be required to use or disclose any third party confidential information or intellectual property.

B. Confidentiality: Virtuoso and Client understand and acknowledge that Client will be providing access to proprietary and valuable information that Client might otherwise not receive (hereinafter the “Confidential Information”). Such Confidential Information may include, but is not limited to the following: business and strategic plans, business summaries, business procedures and processes, business and financial forecasts and reports, budgets, prospective product offerings, pricing policies and methods, vendor and business partner identities, purchasing methods and information, operational material and manuals, financial data, accounting information and systems, customer lists, customer profiles and purchase preferences, marketing recommendations, marketing plans and summaries, market analysis reports, sales data, marketing forecasts, licensing procedures, leasing information, trademarks, service marks, copyrights, patents, proposed trademarks or service marks, patent applications, trade secrets, technical and engineering data, drawings, models, software products, source code, algorithms, object and load modules, content, formulas, design specifications, progress and development reports, coding sheets, flow charts, employee information, corporate information, and phone lists. Confidential Information shall not include information, which Virtuoso can clearly demonstrate, that falls within any of the following categories:

(1) Information which is in the public domain or has come within the public domain through no fault of or action by Virtuoso or its employees or consultants;

(2) Information which is rightfully available to Virtuoso prior to its disclosure hereunder;

(3) Information which becomes rightfully available to Virtuoso from any third party under no obligation of confidentiality to Virtuoso and has not otherwise gained the information, either directly or indirectly, through improper means; or

(4) Information, which was or is independently developed by Virtuoso or any of its affiliates who have not had access, directly or indirectly, to any information disclosed hereunder.

Virtuoso agrees to keep in confidence all Confidential Information received, and not distribute, disclose, or disseminate such Confidential Information in any way to anyone except to the minimum number of: 1) employees or consultants of Virtuoso; and 2) third party platforms or services where such disclosure is necessary to perform the services under the Service Agreement. Virtuoso will use reasonable care to protect the Confidential Information, and in no event use less than the same degree of care as it does to safeguard its own Confidential Information of like kind.

Disclosure of Confidential Information shall not be precluded if disclosure is:

(1) In response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that Virtuoso shall have given prior written notice to Client and shall make commercially reasonable efforts to obtain a protective order requiring that the Confidential Information so disclosed be used only for purposes of the court or Governmental authority; or

(2) Otherwise required by law; provided, however, that Virtuoso shall have given prior written notice to Client so that it may seek a protective order or other confidential treatment with respect to the Confidential Information so disclosed; or

(3) Necessary to establish the relative rights of the Parties under this Agreement.

All Confidential Information shall be returned or destroyed within ten (10) days of written request.

C. Non-Solicitation: Unless otherwise agreed to in writing, Client agrees that he/she/they will not, on their own, or through an employer, agent or third party, solicit any employee or consultant of Virtuoso to become an employee or independent consultant of Client.

D. Ownership: Virtuoso agrees that written deliverables provided to Client hereunder shall be owned by Client. However, nothing in this section shall be construed as prohibiting Virtuoso from utilizing in any manner, knowledge and experience of a general nature acquired in the performance of services for Client as long as Confidential Information of Client is not used or disclosed.

E. Point of Contact: Virtuoso will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Virtuoso to complete its deliverables; ii) attending conference calls or meetings at key intervals with Virtuoso; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at Virtuoso. Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Virtuoso should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Virtuoso in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf. As such, Virtuoso will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.

F. Deadlines: Client is responsible for meeting time deadline(s) associated with Virtuoso's performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. Virtuoso is not responsible for late deliverables resulting from Client's failure to meet time deadlines specified by Virtuoso. Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and Virtuoso will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.

G. Scope change: If Client requests additional work not included in the original scope of the Service Agreement, Client will be responsible for all additional charges. If a Change Order form or amendment to the Service Agreement is not completed for the change in scope, Client’s emailed or verbal request for any work not included in the original scope of the Service Agreement will be deemed a change order request for which payment will be required. The pricing for the scope change will be the amount set forth in email or verbal communications between Client and Virtuoso or in a Change Order form.

H. Term and Termination: Unless otherwise specified in the Service Agreement, the Service Agreement between Client and Virtuoso shall be effective as of the date that Client executes the Service Agreement and shall continue in effect until the term specified in the Service Agreement, or if no term is stated, the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed. A Service Agreement may only be terminated as follows:

  1. Breach. Either party may terminate an SOW and/or this Agreement in the event of a material breach by the other Party, if such breach continues uncured for a period of thirty (30) calendar days after written notice of breach.

  2. Bankruptcy/Sale. Either Party may, in its sole discretion, terminate this Agreement in the event the other Party files for bankruptcy, or is subject to involuntary bankruptcy.

  3. Effect of Termination on Payment. In the event of Client’s termination of this Agreement and/or any SOW for claimed breach by Virtuoso, Client shall pay Virtuoso for all previously issued unpaid invoices, out-of-pocket expenses incurred by Virtuoso, as well as for services rendered up to the date of termination (such date being thirty (30) days after receipt of notification of the breach) that may or may not yet have been invoiced. If the payment schedule in the Service Agreement is milestone or project-based, rather than hourly or monthly fee-based, Virtuoso will determine the number of hours of work performed beyond the last completed (and paid for) milestone or the number of hours expended toward completion of the project beyond what has already been paid for by Client and will invoice Client at the rate of $150/hour for those hours. Virtuoso shall provide Client with an invoice within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt. Such payment shall not affect Virtuoso’s right to pursue other potential damages relating to Client’s termination.

  4. Survival of Provisions. Notwithstanding the foregoing, the portions of this Agreement relating to Taxes, Indemnity, Warranties, Limitation of Liability, Governing Law and Venue, Force Majeure, Waiver, and Counterparts shall survive termination of this Agreement.

I. Taxes: Client will pay, reimburse, and/or hold Virtuoso harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Virtuoso’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.

J. Payment: Unless otherwise set forth in the Service Agreement, payment will be due upon receipt of the invoice. All payments made to Virtuoso shall be in U.S. Dollars in the form of company check, cashier's check, or electronic wire transfer. Payments made by credit card shall be subject to a 3% processing fee. Payments not made within 60 days of the date of invoice may be subject to late charges equal to the lesser of i) one and one-half percent (1.5%) per month of the overdue amount; or ii) the maximum amount permitted under applicable law. If Client fails to timely pay the amounts due during the development or delivery of the deliverables pursuant to this paragraph and/or the payment terms set forth in the Services Agreement, Virtuoso retains the right to stop work and/or suspend services after five (5) days' written notice (email communication sufficient) until payment is made. Further, Virtuoso shall retain full ownership over the deliverables (whether completed or not) until full payment is received. Client shall reimburse Virtuoso for travel and any related expenses. Virtuoso will advise Client if travel expenses are expected to exceed $100.

K. Indemnity: Client agrees to indemnify and hold harmless Virtuoso, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Virtuoso’s use of materials furnished by Client for Virtuoso’s performance of the services. Such claims may include claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims. Additionally, Client agrees to indemnify and hold harmless Virtuoso, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Virtuoso to develop or implement. Virtuoso does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to Virtuoso and asked Virtuoso to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.

L. Limitation of Liability: IN NO EVENT SHALL VIRTUOSO BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH VIRTUOSO’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VIRTUOSO EXCEED ANY COMPENSATION PAID BY YOU TO VIRTUOSO FOR ITS PRODUCTS OR SERVICES.

M. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an "AS IS" and "AS AVAILABLE" BASIS AND VIRTUOSO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Virtuoso strives to exceed Client expectations, however, since the success of your business can be influenced by various external forces outside of Virtuoso’s control, Virtuoso cannot guarantee specific results or return on investment. In addition, Client expressly understands and agrees that Client may not always agree with the determinations, advice or recommendations of Virtuoso; however, disagreement does not mean that Virtuoso has failed to meet its obligations to Client or otherwise breached the Service Agreement.

N. Governing Law/Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Hartford, Connecticut.

O. Force Majeure: Neither party shall be liable to the other and will not be deemed to be in default to the other for any delays that have resulted from earthquakes, floods, hurricanes or other significant Act of God events if such events have resulted in a reduction of 50% or more of the party’s operations or revenue for continuous period of at least two months.

P. Miscellaneous: If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement. The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the foregoing, to the extent that Virtuoso and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.

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