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ZERO NINE TECHNOLOGIES, LLC – TERMS AND CONDITIONS

Thank you for the opportunity you have extended to Zero Nine Technologies, LLC, to provide you (Client) with products and/or services as requested from time to time pursuant to this Agreement (the Services). Client agrees to the terms set forth herein, as well as the Terms & Conditions for Services as more fully set forth on our website at www.09-tech.com/terms-conditions (Terms & Conditions) (collectively referred to as this Agreement).

By entering your information below, Client acknowledges having received a printed copy of the Terms & Conditions or having reviewed www.09-tech.com/terms where such is located, and further accepts and agrees to be bound by all of the terms and conditions of this Agreement, including the Terms & Conditions. The undersigned is fully authorized and has proper authority to enter into this Agreement as a representative of Client and certifies having fully read this Agreement.

General Terms.

This Agreement will become effective on the date signed by Zero Nine Technologies, LLC’s authorized representative below and continue until terminated by either Zero Nine Technologies, LLC or Client at any time, with or without cause, by providing at least thirty (30) days prior written notice to the other party. All fees and expenses related to services provided under this Agreement must be paid by Client to Zero Nine Technologies, LLC, in full, prior to termination. This Agreement will not become effective or binding upon Zero Nine Technologies, LLC unless signed and dated by a Zero Nine Technologies, LLC authorized representative where indicated below. Zero Nine Technologies, LLC shall be solely responsible for staffing decisions with respect to its personnel and the performance of services. Zero Nine Technologies, LLC reserves the right to assign, re-assign and substitute its personnel with personnel with comparable qualifications at any time during the term of this Agreement.

Limitations on Warranty.

ZERO NINE TECHNOLOGIES,, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE PERFORMANCE

THEREOF. ZERO NINE TECHNOLOGIES,, LLC EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Limitation of Liability; Indemnification.

CLIENT’S EXCLUSIVE REMEDY AND ZERO NINE TECHNOLOGIES,, LLC’S SOLE LIABILITY TO CLIENT, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO, AT ZERO NINE TECHNOLOGIES,, LLC ELECTION, EITHER RE-PERFORMANCE OF THE SERVICES, OR REFUND OF A PRO RATA PORTION OF THE FEES PAID TO Zero Nine Technologies, LLC BY CLIENT UNDER THIS AGREEMENT. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE. IN NO EVENT WILL ZERO NINE TECHNOLOGIES,, LLC BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE, DATA, USE OR OTHER COMMERCIAL INJURY, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, SUFFERED BY CLIENT OR ANY THIRD PARTY, WHETHER OR NOT ZERO NINE TECHNOLOGIES,, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY, DAMAGES OR THIRD-PARTY CLAIM, UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES. CLIENT SHALL INDEMNIFY AND HOLD ZERO NINE TECHNOLOGIES,, LLC HARMLESS OF, FROM AND AGAINST ANY CLAIM, THIRD-PARTY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CLIENT/CUSTOMER/VENDOR OF CLIENT, IN CONNECTION WITH ZERO NINE TECHNOLOGIES,, LLC PERFORMANCE OF THE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Non-Solicitation. During the term of this Agreement and for a period of two (2) years thereafter (collectively, the Non-Solicitation Period), Client understands and agrees that Client will not solicit, entice, hire, employ, engage, or seek to employ or engage any employee, partner, principal or independent contractor employed or engaged by Zero Nine Technologies, LLC during the Non-Solicitation Period (each individually a Person) without the express written consent of Zero Nine Technologies, LLC. Any violation of this Paragraph will be considered a material breach of this Agreement. In the event of a violation of this Paragraph, in addition to any other remedies Zero Nine Technologies, LLC may be entitled to, Client will pay Zero Nine Technologies, LLC, immediately upon such Person’s departure from Zero Nine Technologies, LLC, a sum equal to three (3) times the annual aggregate compensation, monetary and dollar value of non-monetary, payable to the applicable Person by Zero Nine Technologies, LLC immediately prior to such breach. Zero Nine Technologies, LLC and Client each acknowledge and agree that the foregoing payment is not intended to constitute liquidated damages or a penalty, but instead is intended to provide Zero Nine Technologies, LLC with a sum of money in which to commence to seek a replacement for said Person.

Service Rates. Service is billed in tenth hour increments. Travel and preparation time are billed at the normal hourly rate. These rates apply between 8:00 a.m. and 7:00 p.m. Eastern Time, Monday through Friday, except Holidays. If travel is in excess of one hour driving time each way, day rates apply, and will be quoted for the specific engagement. Day rate services must be provided during normal business hours (8:00 a.m. to 7:00 p.m.). Services provided outside these normal business hours will be billed according to our standard overtime rates. Rates quoted do not include expenses related to travel, which will be billed as incurred. Premium rates apply to after-hours service, according to the following table:

HOURS OF SERVICE RATE MINIMUM

Weekdays: 7:00pm – 10:00pm 1.5 times service rate 1 hour

Weekends: 7:00am – 10:00pm 2.0 times service rate 1 hour

Everyday: 10:00 pm – 7:00 am 2.0 times service rate 1 hour

ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR DESIRED TO BE GIVEN PURSUANT TO THIS AGREEMENT WILL BE GIVEN IN WRITING AND WILL BE DEEMED DULY GIVEN (I) UPON PERSONAL DELIVERY; (II) ON THE THIRD DAY AFTER MAILING IF SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED; (III) ON THE DAY AFTER MAILING IF SENT BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE WHICH MAINTAINS RECORDS OF THE TIME, PLACE AND RECIPIENT OF DELIVERY; OR (IV) UPON RECEIPT OF A CONFIRMED TRANSMISSION, IF SENT BY FACSIMILE TRANSMISSION, AND IN EACH CASE IF ADDRESSED TO CLIENT TO THE ADDRESS OR FAX NUMBER ON RECORD WITH ZERO NINE TECHNOLOGIES, LLC OR IF TO ZERO NINE TECHNOLOGIES, LLC: 8940 SW 69 AVENUE, MIAMI, FL 33143