Standard Terms and Conditions For Services

1. Applicability. These standard terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Adjusteck, LLC ("Adjusteck") to the individual or entity on whose behalf Adjusteck is performing services ("Client") unless the parties have entered into a separate written agreement covering the applicable Services. The instruction confirmation (the "Instruction Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client's general terms and conditions. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms.


2. Services. Adjusteck shall provide the services to Client as described in the Instruction Confirmation (the "Services") in accordance with these Terms.


3. Term; Performance Dates. This Agreement shall take effect as of the Instruction Confirmation and shall continue in force until completion of the Services unless earlier terminated in accordance with Section 14.Adjusteck shall use reasonable efforts to meet any performance dates specified in the Instruction Confirmation, and any such dates shall be estimates only.


4. Client's Obligations. Client shall:
   1. cooperate with Adjusteck in all matters relating to the Services and provide such access to Client's premises, and such office accommodation and other facilities as may reasonably be requested by Adjusteck, for the purposes of performing the Services;
   2. respond promptly to any Adjusteck request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Adjusteck to perform Services in accordance with the requirements of this Agreement;
   3. provide such Client materials or information as Adjusteck may reasonably request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and
   4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services.


5. Client's Acts or Omissions. If Adjusteck's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Adjusteck shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.


6. Change Orders. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Adjusteck shall, within a reasonable time after such request, provide a written estimate to Client of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement.


7. Fees and Expenses; Payment Terms; Interest on Late Payments.
   1. In consideration of the provision of the Services by Adjusteck and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Instruction Confirmation.
   2. Client agrees to reimburse Adjusteck for all reasonable travel and out-of-pocket expenses incurred by Adjusteck in connection with the performance of the Services.
   3. Client shall pay all invoiced amounts due to Adjusteck within thirty (30) days from the date of Adjusteck's invoice.
   4. In the event payments are not received by Adjusteck thirty (30) days after becoming due, Adjusteck may (i) charge interest on any such unpaid amounts at a rate of 1 ½ % per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.


8. Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.


9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Adjusteck in the course of performing the Services, including any Content, Reports and/or items identified as such in the Instruction Confirmation (collectively, the "Deliverables") except for any Confidential Information of Client or Client materials shall be owned by Adjusteck. Adjusteck hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.


10. Confidential Information.
    1. All non-public, confidential or proprietary information of Adjusteck, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Clients, pricing, and marketing (collectively, "Confidential Information"), disclosed by Adjusteck to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Adjusteck. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Client at the time of disclosure; or (iii) rightfully obtained by Client on a non-confidential basis from a third party.
    2. Client agrees to use the Confidential Information only to make use of the Services and Deliverables.
    3. Adjusteck shall be entitled to injunctive relief for any violation of this Section.


11. Representation and Warranty.
    1. Adjusteck represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    2. Adjusteck shall not be liable for a breach of the warranty set forth in Section 11(a) unless Client gives written notice of the defective Services, reasonably described, to Adjusteck twenty (20) days of the time when Client discovers or ought to have discovered that the Services were defective.
    3. Subject to Section 11(b), Adjusteck shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.
    4. The remedies set forth above shall be Client's sole and exclusive remedy and Adjusteck's entire liability for any breach of the limited warranty set forth in Section 11(a).
    5. Client warrants that: (i) all information disclosed or to be disclosed by Client necessary for the provision of the Services by the Company is or shall to the best of its knowledge and belief, be true, accurate and not misleading in any material respect; and (ii) its provision of materials to Adjusteck in connection with the Services shall not infringe or violate any Intellectual Property Rights Confidential Information, and/or any contractual, employment or property rights, duties of non-disclosure or other rights of third parties.
    6. Each party warrants that it has full capacity and authority to enter into this Agreement.


12. Disclaimers; Indemnity.
    1. Content and Reports. The Services and the information, findings and recommendations (“Content”) contained in any reports and/or other communications, written or otherwise, in draft or final form, provided by Adjusteck (“Report(s)”) are intended solely for the information and use of Client. Client may not rely on any verbal statements or Reports (that are not confirmed by Adjusteck in writing) or draft written Reports. Client shall not disclose Report(s), or any Content therein, to third parties except as otherwise explicitly permitted herein. Client is responsible for determining whether the Reports, or any Content therein, satisfy legal, regulatory, or contractual requirements applicable to Client. Client acknowledges and agrees that Client has the ultimate responsibility for all management decisions relating to the Services and Deliverables. Adjusteck will not be liable or responsible to any third party who benefits from or uses the Services or gains access to the Deliverables provided by Adjusteck. Client agrees to indemnify Adjusteck from and against all liabilities, losses, damages, costs and expenses Adjusteck incurs in connection with any claims against Adjusteck resulting from a breach by Client of the provisions of this Section or from any claim by any third party against Adjusteck arising from or relating to the Services or Deliverables.
    2. Disclaimer of Warranties. Except as otherwise explicitly agreed herein, Adjusteck makes no warranty whatsoever with respect to the services, including any (i) warranty of merchantability; or (ii) warranty of fitness for a particular purpose; or (iii) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.


13. Limitation of Liability.
    1. In no event shall either party be liable to the other party or to any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not such party has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
    2. In no event shall either party's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the lesser of (i) three times (3X) the amounts paid or payable to pursuant to the applicable Instruction Confirmation in the twelve (12) month period preceding the event giving rise to the claim, and (ii) USD$1,000,000.
    3. The limitation of liability set forth in this Section above shall not apply to (i) liability resulting from a party's gross negligence or willful misconduct; (ii) death or bodily injury resulting from a party's negligent acts or omissions; and/or (iii) a party’s indemnification obligations.


14. Termination.
    1. This Agreement shall terminate immediately on Adjusteck’s completion of the Services set forth in an applicable Instruction Confirmation. In addition to any remedies that may be provided under this Agreement, Adjusteck may terminate this Agreement with immediate effect upon written notice to Client, if Client: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Client's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii)becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
    2. On termination of this Agreement for any reason: (i) Client shall immediately pay to Adjusteck any and all of Adjusteck’s outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, Adjusteck may submit an invoice, which shall be payable immediately on receipt; (ii) each party’s further rights and obligations shall cease immediately on termination, provided those provisions which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Limitations of Liability and Survival, and (iii) each party shall immediately return to the other any documents or other material belonging to the other party (including all copies of such documents and other material) in its possession or control upon the other’s party’s request.

15. Insurance. During the term of this Agreement, Adjusteck will, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, Errors & Omissions insurance with a minimum limit of USD$10,000,000 in aggregate. Upon Client's request, Adjusteck will provide Client with a certificate of insurance evidencing the insurance coverage specified herein.


16. Waiver. No waiver by a party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.


17. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Adjusteck hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.


18. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Adjusteck. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.


19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.


20. No Third-Party Beneficiaries. This Agreement is 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 or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.


21. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of (i) the Commonwealth of Virginia, if Client is located within the United States, and (ii) England and Wales, if Client is located outside of the United States.


22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Instruction Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Adjusteck may provide notice of changes to these standard terms and conditions for services via email to Client's primary contact on file with Adjusteck and by posting such changes on this Website.


23. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.


24. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Limitations of Liability and Survival.


25. Amendment and Modification. Unless otherwise explicitly agreed to by the parties, this Agreement may be amended by Adjusteck from time to time upon notice to Client.

Last Modified: March 8, 2021