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Master Services Agreement Definitions: Engaging Party: The organization or person who purchases services from Concinnity Digital. Between Engaging Party and Concinnity LLC This MASTER SERVICES AGREEMENT the (“Agreement”), effective the date of sign up at https://concinnity.digital/sign-up(“Effective Date”), is entered into, by and between Engaging Party, (hereinafter called “Engaging Party”) Concinnity LLC, an independent for-profit organization, (hereinafter called “Performing Party”), The purpose of this Agreement is to set out the rights, obligations, terms and conditions of engagement between the Concinnity LLC and the Engaging Party. The following principles shall be used to develop the framework for the terms and conditions set forth in this Agreement: The interests of the Parties will be furthered by this collaboration. All services or engagements provided by the Concinnity LLC will be for the purpose of generating revenue for the Engaging party The relationship sought is one of true collaboration where investment and value are recognized bilaterally both in economic and non-economic terms. 1. TERM The term of this Agreement will be a minimum 90 days or three months time from the Effective Date, or the date completing the sign up form on the Concinnity Digital website. After the 90 day period, service may roll over monthly unless terminated according to the policy provided in Section 15. (the “Term”). 2. SCOPE OF SERVICES The Engaging Party and Concinnity LLC hereby agree to engage in marketing or business development services, pursuant to statements of work (“Statements of Work” or “SOWs”) to this Agreement. The SOW shall describe the respective contribution and services of each Party. Any services provided by one of the Parties under this Agreement are referred to as the “Services.” For purposes of this Agreement, the Party engaged to perform the Services is the “Performing Party” and the Party for which the Services are to be performed is the “Engaging Party.” All SOWs that are negotiated between the Parties shall be in writing and executed by both Parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. Each SOW will set forth, among other things: a description of the Services to be performed; the responsibilities of the Parties; an estimated timeline; project milestones and any deliverables to be created for Concinnity LLC (the “Deliverables”) and detailed budget (“Budget”) for the Services. If a Party requests a change to an SOW, the Parties shall execute a written change order (the “Change Order”), which shall identify in reasonable detail: a complete summary of the change requested; the impact on the project schedule; the impact on the Deliverable and the Services; and the impact on the project Fees, if any. For the avoidance of doubt, all Change Orders are subject to the written approval of The Engaging Party and Concinnity LLC. 3. COMPENSATION The Budget and the payment deadline will be defined in each SOW. Except as otherwise provided in such SOW, undisputed invoices shall be payable within 7 calendar days after the receipt of the invoice. Payment shall be made electronically via one of the following methods: ACH funds transfer from quickbooks invoice Bank Wire 4. INDEPENDENT CONTRACTOR The relationship between The Engaging Party and shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. 5. CONFIDENTIALITY Subject to Articles 7 (Publication/Dissemination of Study Information) below, Confidential Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the Parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement (including the Research Plans). Confidential Information does not include information which (i) has previously been made generally available to the public, (ii) becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, (iii) is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, (iv) otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or (v) is independently developed 3 by the Receiving Party without use of such information. The Receiving Party will not disclose Confidential Information of the Disclosing Party except to the Receiving Party’s officers, directors, employees, agents, and consultants who are under obligation of confidentiality upon a “need to know” basis in connection with negotiations amongst the Parties or if required to be disclosed by law, government regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party upon learning of any such legal requirement, and cooperates with the Disclosing Party in the exercise of its right to protect the confidentiality. Upon termination of this Agreement, each party will, upon request, return all copies of Confidential Information received from the other. 6. INTELLECTUAL PROPERTY In the event that Concinnity LLC as part of its’ activities on behalf of the Engaging party generates, authors or contributes to any design, creative work, method of process (whether or not patentable or reduced to practice or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to the business of the Engaging Party or its Subsidiaries as now or hereafter conducted (collectively, “Intellectual Property”), Concinnity LLC acknowledges that such Intellectual Property is the sole and exclusive property of the Engaging Party and its Subsidiaries and hereby assigns all right, title and interest in and to such Intellectual Property to the Engaging Party or its designated Subsidiary. Any copyrightable work prepared in whole or in part by Concinnity LLC during the Engagement Period will be deemed “a work made for hire” under Section 201(b) of the Copyright Act of 1976, as amended, and the Engaging party or its designated Subsidiary will own all of the rights comprised in the copyright therein. The Performing party will promptly and fully disclose all Intellectual Property and will cooperate with the Engaging party to protect their interests in and rights to such Intellectual Property (including providing reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Engaging party, whether such requests occur prior to or after termination of the Performing party’s contract). 7. PUBLICATION To the extent not otherwise prohibited by any other agreement between The Engaging Party and Concinnity LLC or an applicable SOW, Concinnity LLC is free to publish or present anonymous data or performance metrics under this Agreement without the prior approval of The Engaging Party . 8. WARRANTIES AND LIABILITY The Engaging Party and Concinnity LLC warrant that they shall use commercially reasonable efforts to carry out their duties in accordance with reasonable and professional practices, and shall comply with applicable requirements of all other applicable federal and state regulations and laws. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, EACH PARTY HEREBY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING WITHOUT LIMIT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE WITH RESPECT TO THE PERFORMANCE OF SERVICES HEREUNDER. EXCEPT WITH RESPECT TO SECTION 9 (Indemnification) BELOW, IN NO EVENT SHALL THE PERFORMING PARTY BE LIABLE TO THE ENGAGING PARTY (OR THE ASSOCIATED INDEMNIFIED PARTIES AS DEFINED THEREIN) FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, OR BUSINESS, WHETHER BASED ON BREACH OF CONTRACT, TORT, STATUTE, EQUITY, PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. EXCEPT WITH RESPECT TO SECTION 9 (Indemnification) BELOW, THE PERFORMING PARTY’S TOTAL LIABILITY TO THE ENGAGING PARTY (OR THE ASSOCIATED INDEMNIFIED PARTIES) UNDER THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON 4 CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY THE ENGAGING PARTY TO THE PERFORMING PARTY DURING THE PREVIOUS 12 MONTHS UNDER THIS AGREEMENT AND $1,000. 9. INDEMNIFICATION. 9.1. The Engaging Party shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Concinnity LLC and its members, directors, officers, employees and agents (the “Concinnity LLC Indemnified Parties”) from and against any and all third party claims, liabilities, losses and expenses (including reasonable attorneys’ fees), directly or indirectly, wholly or partially arising from or in connection with any negligent, gross negligent or intentional tortious act or omission of The Engaging Party, its employees or agents, in performing the Services and performing its obligations under this Agreement, except to the extent that such claims, liabilities, losses or expenses arise from or in connection with the negligence, gross negligence, or intentional tortious act or omission of the Concinnity LLC Indemnified Parties. 9.2. Concinnity LLC shall, to the fullest extent permitted by law, defend, indemnify and hold harmless The Engaging Party and its respective directors, members, trustees, officers, employees, and agents (the “The Engaging Party Indemnified Parties”), from and against any and all third party claims, liabilities, losses and expenses (including reasonable attorneys’ fees), directly or indirectly, wholly or partially arising from or in connection with any negligent, gross negligent or intentional tortious act or omission of Concinnity LLC, its employees or agents, in performing its duties and performing its obligations under this Agreement, except to the extent that such claims, liabilities, losses or expenses arise from or in connection with the negligence, gross negligence, or intentional tortious act or omission of the The Engaging Party Indemnified Parties. 10. FORCE MAJEURE Any delay or failure of a Party hereto to perform its obligations hereunder will be excused if and to the extent that it was caused by an event or occurrence beyond such Party’s reasonable control and without its fault or negligence (“Force Majeure”). Force Majeure includes, but is not limited to, acts of God, actions by any government authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, acts of terrorism, or court injunction or order. A Party claiming Force Majeure must provide the other Party with written notice of such delay (including the anticipated duration of the delay) within ten days of the occurrence of Force Majeure. If the delay lasts more than 30 days, or if the Party claiming Force Majeure does not provide adequate assurances to the other Party that the delay will cease within 30 days, such other Party may terminate this Agreement upon written notice to the Party claiming Force Majeure. 11. DISPUTES In the event one Party believes the other Party to be in breach of this Agreement (“Dispute”), the aggrieved Party shall notify the other Party or its counsel (“Notice”) of the alleged breach or violation, and the Parties shall attempt in good faith to resolve or clarify the Dispute (“Negotiation”). In the event the parties are unable to cooperatively resolve the Dispute, they shall attempt, in good faith, to mediate the matter in a mutually acceptable location 5 (“Mediation”), engaging the services of a mediator familiar with subject matter at issue and acceptable to both Parties. Applicable mediation fees shall be borne equally by the Parties. The requirement of Mediation shall be deemed satisfied if the filing Party proposed a qualified mediator and offered to make itself reasonably available during the 60 days following Notice, but Mediation did not take place or conclude within such 60-day period. The requirement of Mediation and Negotiation may be waived upon mutual written consent of the Parties. Further, notwithstanding the foregoing, either Party may seek injunctive relief against a Party related to the acts or omissions of such Party that breach this Agreement and cause or are likely to cause irreparable harm to the other Party, without the requirement of Mediation or Negotiation. 12. INFORMATION & RECORDS Unless otherwise provided by an SOW, the Performing Party shall retain records, including but not limited to accounts, notes, work product and data, related to the business engagement for a reasonable time period. 13. APPLICABLE LAW This Agreement shall be governed by the laws of the state in which business is conducted. 14. NOTICE Any notice required or permitted hereunder shall be in writing and shall be deemed given as of the date it is: delivered by hand; received by Registered or Certified Mail, postage prepaid, return receipt requested; or received by facsimile, as can be presumptively demonstrated by return fax or letter demonstrating successful facsimile transmission, and addressed to the Party to receive such notice at the address(es) and/or facsimile telephone number(s) set forth below, or such other address as is subsequently specified to the notifying Party by the receiving Party in writing. Delivered via priority email with a subject heading “NOTICE:” including the subject of the notice. The email must be confirmed to have been received by the other party via written emailed response. AN ELECTRONIC READ RECEIPT IS NOT SUFFICIENT FOR SATISFYING THIS PROVISION OF NOTICE. 15. TERMINATION This Agreement may be terminated by either Party upon 30 days’ prior written notice following expiration of the last remaining SOW, or if the other Party materially breaches this Agreement and such breach is not cured within 30 days following receipt of written notice of termination. Termination of this Agreement by either Party shall not affect the rights and obligations of the Parties accrued prior to the effective date of the termination. Upon termination of this Agreement, an Engaging Party shall pay a Performing Party any unpaid Fees set forth in an associated SOW for Services provided through the date of termination, unless such termination was in connection with a breach or alleged breach of such Performing Party. 16. AMENDMENTS This Agreement may only be extended, renewed or otherwise amended by the mutual written consent of Parties hereto or as otherwise provided in this Agreement. 17. ENTIRE AGREEMENT This Agreement, the exhibits hereto, including any related SOWs, constitute and contain the entire agreement and final understanding between the Parties concerning the Services and all other subject matters addressed herein or pertaining thereto. This Agreement supersedes and replaces all prior negotiations and all prior or contemporaneous representations, promises or agreements, proposed or otherwise between the parties, whether written or oral, concerning the Services, any study and all other subject matters addressed herein or pertaining thereto. The provisions of Sections 3, 4, 5-7, 8 (related to disclaimers and liability), 9, 10, 11, 12, 13, 14, 15 (related to fees owed), 17 and 19, and any other provision which by its nature is intended to survive termination or expiration shall survive termination or expiration of this Agreement indefinitely. 18. ASSIGNMENT Neither Party hereto may assign, cede, or transfer any of its rights or obligations under this Agreement without the written consent of the other Party, whether by merger, acquisition, sale, operation of law, or otherwise. 19. WAIVER No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition, or of any other term, provision or condition of this Agreement. Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time. 20. SEVERABILITY If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable. 21. TERMINATION ON INSOLVENCY Either party has the right to terminate this agreement where the other party becomes insolvent, is unable to pay its bills when due, makes an assignment for the benefit of creditors, goes out of business, or ceases production