TERMS AND CONDITIONS

  1. Introduction. These terms and conditions, along with the description of the offering that LATAM Market Access Inc. ("LAMA") provides on its website at https://latammarketaccess.com/products/ (the "Offer") and any other exhibits, addenda and attachments referred to in the Offer, constitute the entire agreement (collectively, the "Agreement") between the Parties regarding its subject matter, superseding all prior agreements, representations and understandings between the parties. Conflicting terms contained in proposals, offers, or other documents submitted by customer are expressly rejected by LATAM Market Access Inc. and waived by customer. Neither party has made or relied upon any representation (i) with respect to the subject matter of the Agreement or (ii) to induce the execution hereof, except as specifically set forth herein. In the event of any irreconcilable inconsistency between the provisions of this rider and the Offer, the provisions of the Offer shall prevail.
  2. Amendment. This Agreement may be modified or supplemented only in a writing that unambiguously expresses the intent to amend this Agreement and is signed by an authorized representative of the party against whom such modification or supplement is sought to be enforced.

  3. Waiver. No waiver of any specific provision or forbearance by LAMA in the exercise of any right hereunder on any occasion shall preclude strict enforcement in the future of that and all other rights provided for in this Agreement. No waiver shall be effective and no estoppel shall be deemed to arise unless set forth in a writing signed by the party to be bound. This provision may not be waived.

  4. Prices. All prices are subject to change without notice at any time and are based in part on the applicability of this Agreement set forth herein. Prices are those in effect at the time the customer places a written order for the Offer, and LAMA receives the order.

  5. Duties. LAMA shall perform its duties in accordance with the Offer.

  6. Compensation. Payment of LAMA's invoices is due upon receipt. LAMA may require that payment be made by electronic transfer. Past due amounts will bear interest at the rate of one and one half percent (1.5%) per month, provided that interest shall never exceed the maximum lawful rate, and any charges or payments in excess of such rate shall be spread, amortized, credited, or refunded, as necessary to avoid an unlawful charge. LAMA reserves the right to suspend its work if its invoices are not paid in a timely manner. Charges for NSF checks shall be debited back to customer.

  7. Rates. Any hourly rates applicable to compensation terms shall be subject to annual adjustment by LAMA upon not less than 30 days prior notice to customer setting forth the new rates and their effective date.

  8. Taxes. Prices quoted by LAMA are exclusive of any applicable statutory value added taxes and sales taxes, which will be added to any invoice at the rate then in effect. Each party will be responsible for paying all other taxes associated with its own operations, products, and income.

  9. Project Cancellations/Postponements. If customer cancels or postpones a project, customer will be charged a fee equal to the greater of (i) 20% of the agreed price applicable to the project, or (ii) the amount billed at LAMA's prevailing hourly rates for work then completed and work then rendered. If an LAMA employee or subcontractor is scheduled to visit a customer facility and customer cancels that visit on fewer than five (5) working days' notice, LAMA will charge (i) a cancellation fee equal to 30% of the fee otherwise associated with that portion of the project, (ii) any unabated subcontractor charges imposed upon LAMA with respect to such appointment, and (iii) the actual cost incurred by LAMA in connection with its cancellation or change of airline tickets, hotel reservations, car rentals and other travel-related expenses. Cancellation/postponement fees are non-refundable and cannot be credited against future work.

  10. Parties' Relationship. LAMA is an independent contractor. No partnership, joint venture, or other agreement for the sharing of profits or losses has been created by this Agreement, and neither party shall be obligated to pay salary or provide benefits to the employees of the other.

  11. Representations. Each party represents and warrants to the other that it is not the subject of any threatened or pending legal proceeding that would restrict its performance of this Agreement or violate any agreement, order or other restriction, and the signatory for such party represents that s/he has been authorized to sign this Agreement on behalf of his or her principal.

  12. Further Assurances. Upon request, the parties agree to execute such additional documents as may be consistent with and reasonably necessary or appropriate to accomplish the purposes of this Agreement.

  13. Legal Compliance. LAMA and customer each shall, at its own expense, secure all necessary governmental approvals and permits that each may respectively need to conduct its business and perform this Agreement, and each shall comply with, and make all required filings in accordance with, the applicable treaties, laws, regulations, decrees and governmental authorities ("Law") of the jurisdictions where it respectively conducts business.

  14. Delivery Dates. Any prospective delivery dates are estimates and shall be non-binding unless otherwise expressly agreed in writing.

  15. Force Majeure. The time for a party to perform any non-financial obligation is extended by the duration of any disruption attributable to unforeseen and uncontrollable events constituting force majeure, provided that notice of any such event shall be given by the affected party to the other party with reasonable promptness specifying the cause of the delay, and the affected party shall use reasonable efforts to resume performance of its obligations as promptly as practicable. In the event the conditions of any force majeure continue for more than 30 days, either party may elect to terminate this Agreement.

  16. Protection of Confidential Information. LAMA will exercise diligence to maintain the confidentiality of all non-public information of customer that customer has designated by legend or accompanying written instruction as confidential (the “Confidential Information”), and shall not use, disseminate or publish such Confidential Information except on a "need to know" basis consistent with the scope of this engagement and as necessary to perform the work contemplated by this Agreement. This restriction shall not apply, however, with respect to any information that (i) is or hereafter becomes a part of the public domain without fault on the part of LAMA, (ii) LAMA is authorized to disclose by customer in writing, or (iii) is required to be disclosed pursuant to law, regulation, governmental directive, legal process or court order, provided that LAMA shall notify customer of any legal process or court order prior to disclosure to afford customer an opportunity to promptly seek appropriate protection.

  17. Document Sharing System. Customer acknowledges that LAMA provides, free of charge, a secure online document storage system for the sole purpose of sharing documents directly related to the work being performed for the customer. While LAMA employs industry best practices to ensure the security and integrity of data stored on this platform, customer acknowledges LAMA has no responsibility for any security breach, loss or corruption of said data files. Furthermore, LAMA may deny access to the system and remove customer files with 30 days advance notice via email.

  18. Return of Customer Property. Upon termination of this Agreement, LAMA shall promptly return to customer any and all confidential materials and documents of customer, provided that LAMA may retain solely for archival purposes to meet its own record-keeping and legal obligations, and subject to the continuing duty of confidentiality imposed herein, a single copy set of such materials.

  19. Trading in Publicly Held Securities. LAMA shall not knowingly trade in the publicly held securities of any company based upon Confidential Information acquired through its engagement by customer, nor shall LAMA suggest the advisability or inadvisability of such trading to any third party.

  20. Inventions, Trade Secrets and Copyright. LAMA shall not make claim to the trade secrets or intellectual property rights embodied in the products of customer. All materials provided by customer or developed at customer's specific request by LAMA and subject to copyright protection under the Federal Copyright Act of 1976, as amended, shall be deemed “works for hire” owned by customer, or if not so classified under the Copyright Act, LAMA hereby assigns such rights to customer. LAMA may use the name of customer in its marketing but shall not disclose customer's Trade Secrets or Confidential Information; nor shall it use any customer materials subject to copyright without first securing customer's permission.

  21. Solicitation of Employees and Subcontractors. Customer agrees that, without the prior written consent of LAMA, customer shall not, during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, (i) interfere with or attempt to adversely affect the relationships, contractual or otherwise, between LAMA and its employees and subcontractors, or with any person who was formerly an employee or subcontractor of LAMA within the twelve (12) month period prior to the termination of this Agreement, or (ii) seek to recruit any such person. Any violation of this covenant, if not cured within ten (10) days after notice, shall be deemed to constitute irreparable harm for which no adequate remedy is available. This provision may be enforced by a court in equity by injunctive relief, without waiving any claim that LAMA may have to recover damages, and customer agrees that LAMA shall only be required to post a nominal bond to secure such injunctive relief. Customer acknowledges that this restriction is necessary to protect the goodwill and legitimate business interests of LAMA.

  22. Assignment. The duties, rights and obligations set forth herein may not be delegated or assigned by customer to any other person or entity without the prior written consent of LAMA. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties upon any transfer of all or substantially all of a party's assets, or upon any merger, consolidation or conversion of such party with or into another entity.

  23. Legal Effect. This Agreement shall inure to the benefit of and be binding on the parties, their legal representatives, trustees, successors and permitted assigns.

  24. Construction. The captions in this Agreement are solely for convenience, and shall not limit or otherwise affect its construction. The parties agree that the general rule that would construe an agreement against its author shall not apply. Any reference to one gender herein is deemed to include all other genders, and any reference to the singular or to the plural is deemed to include the other where appropriate to the context.

  25. Language. The English text of this Agreement shall be the official text in any legal proceeding, and shall govern any translations.

  26. Severability. Any portion of this Agreement held invalid or unenforceable by a tribunal of competent jurisdiction shall be reformed to the minimal extent necessary to preserve its intent and render it enforceable; and if reformation is impracticable the invalid provision shall be deemed severable, and all other provisions shall remain enforceable to the full extent permitted by law.

  27. Notices. It is contemplated that the parties will frequently conduct informal communications. However, all formal notices given by the parties to invoke rights or obligations under this Agreement shall be in writing, addressed to a principal at the recipient party, and effective when (i) hand delivered, including by reputable courier service, (ii) delivered by facsimile, email or other electronic transmission, provided that the sender retains proof of successful time-dated transmission of such electronic communication, and provided further that such electronic transmissions received after 5 p.m. by the recipient shall be deemed effective on the next business day, and (iii) mailed by certified or registered mail, return receipt requested, properly addressed to the recipient at its last known business address, postage prepaid, provided that delivery shall be deemed to have occurred three (3) days after the date of deposit in an official postal depository if sent by domestic mail, or six (6) days thereafter if sent by international mail. Whenever any notice is due on a day that is a Saturday, Sunday, or national holiday, such notice shall be deemed timely made if given on the next succeeding business day and any such due date shall be deemed extended accordingly. Any party may change its address by notice given in accordance with this provision.

  28. Correction of Defects; Limited Warranty. Customer shall promptly notify LAMA of any defect in any deliverable and afford LAMA a reasonable opportunity to cure same. LAMA warrants that if any of its completed activities or any required deliverables fail to conform to established professional standards, LAMA will, at its own expense, perform such additional activities of the type originally performed as may be reasonably required to correct such defects, provided that customer shall have notified LAMA in writing of such defects within three months after completion of the activity or presentation of the deliverable. No other representation, warranty or guaranty, express or implied (including without limitation as to fitness, merchantability, suitability, marketability, or profitability) is included in or intended by this Agreement, or by any report, opinion or document furnished by LAMA in connection with this Agreement.

  29. Limitation of Liability; Remedies. Customer bears sole responsibility for testing and confirming the functionality and safety of its products. LAMA and its agents and subcontractors shall not be responsible for errors and omissions caused by customer or for customer's willful acts. LAMA's liability to customer with respect to any claim shall not exceed the total fees paid to LAMA during the twelve months preceding the act or omission giving rise to such claim. Neither party shall be liable to the other (or to any third party claiming under a party) for incidental, special, consequential (including lost profits), or punitive damages, arising from any breach of this Agreement. Except as limited by this Agreement, all remedies available at law and in equity shall be cumulative and resort to one shall not preclude resort to another.

  30. Indemnification. Customer shall indemnify, hold harmless and defend LAMA from and against any and all claims (including allegations of negligence), legal proceedings, losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs of defense) (collectively, a "Claim") asserted against or sustained by LAMA in connection with the project contemplated by this Agreement, except to the extent such Claim results from the willful misconduct, gross negligence, bad faith, or violation of law by LAMA. Such indemnity shall include Claims resulting from or alleged in connection with any product manufactured, sold or distributed by customer, including without limitation any alleged violations of Law or infringement of the intellectual property rights of a third party. Each party will promptly notify the other of the assertion or threat of a Claim. Neither party will settle a Claim as to which customer has timely tendered a defense to LAMA without the written consent of the other, which consent shall not be unreasonably withheld or delayed. The parties shall cooperate fully in the defense of such Claim, provided that LAMA shall not be required to (i) expend funds in defense or settlement of same, or (ii) consent to any settlement of a Claim that imposes any restriction on its lawful activities or imposes any financial obligation upon it. LAMA may, at its own expense, hire independent counsel to advise it in connection with the defense of any indemnified claim. In the event customer fails to provide a defense that is required hereunder, LAMA may hire independent counsel to represent it and in that event customer shall pay the retainer requirement of LAMA's independent counsel and shall promptly reimburse LAMA for any additional legal fees and related expenses incurred in connection with its defense. Any applicable insurance maintained by customer shall, to the extent payment or defense is provided thereunder (but only to such extent), take precedence over this indemnity.

  31. Mediation. In the event of a dispute or claim arising under or with respect to the construction and enforcement of this Agreement, the parties shall first seek to mediate same in Orange County, Florida before an impartial mediator mutually designated by the parties or their counsel, and the expenses of such proceeding shall be shared equally by them. Such mediation shall occur within thirty (30) days after written demand by any party (or as soon thereafter as such mediation can reasonably be scheduled). However, the obligation to mediate shall not prevent any party from obtaining equitable relief from a court of competent jurisdiction in appropriate circumstances.

  32. Notice of Claims. Unless a longer period is mandated by applicable law, notice of all claims, except for indemnification claims arising under this Agreement, made by either party against the other relating to this Agreement must be specified in writing by the claimant to the other party within twelve (12) months after termination of this Agreement (or any applicable part thereof), or they will be forfeited and barred. Nothing herein is intended to extend any applicable statute of limitations, or is intended to limit any statute of limitations provided that such notice has been timely given.

  33. Attorney Fees. If any legal proceeding is initiated with respect to this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses associated with the proceeding, including (i) expenses incurred prior to the initiation of the proceeding in seeking collection or other compliance with rights hereunder and (ii) expenses incurred in responding to unfounded claims.

  34. Venue; Governing Law. THIS AGREEMENT IS DEEMED PERFORMABLE IN ORANGE COUNTY, FLORIDA, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FLORIDA LAW, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. Without granting any general consent to jurisdiction for all purposes, the parties submit to the specific jurisdiction of the Texas courts in disputes that relate to this Agreement.

  35. Survival. All provisions contained herein as to which enforcement or effect is contemplated to continue after termination hereof, including without limitation all restrictions, accrued financial obligations, representations, and indemnity rights contained herein, shall survive the termination of this Agreement.

  36. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures submitted by facsimile, and electronically transmitted signatures as to which authenticity can reasonably be confirmed, shall be valid.