Support and Billing Agreement

SERVICES AND BILLING AGREEMENT

This Services and Billing Agreement (the “Agreement”) is entered into by and between Certified Solutions Group (the “Service Provider”), and the entity, individual, or parties that have agreed to this agreement (the “Client,” and together with the Service Provider, the “Parties”), by the action by the Client of clicking on the ‘Sign Up’ button located at the Uniform Resource Location https://certified.solutions/support-plan-signup (herein “Agreement Form”). This Agreement shall be take effect upon the date and time of submission by the Client of the Agreement Form (“Effective Date”).

RECITALS

WHEREAS, the Client is engaged in business in the sector submit on the Agreement Form; and

WHEREAS, the Service Provider is engaged in the business of providing information technology services; and

WHEREAS, the Client wishes to engage the Service Provider as an independent contractor for the Client for the purpose at the Client’s discretion, in accordance with the terms and conditions set forth below; and

WHEREAS, the Service Provider wishes to provide the Client with Information Technology Services and agrees to do so under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

The Client hereby appoints and engages the Service Provider, and the Service Provider hereby accepts this appointment, to perform Information Technology services (collectively, the “Services”).

2. COMPENSATION.

The total compensation for the development of the Services shall be as set forth in Exhibit A hereto. Any such payments shall be made in installments according to the schedule set forth in Exhibit A hereto, and in accordance with the recorded agreement the Client submit on the Agreement Form.

3. TERM.

This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the Services have been satisfactorily completed and the Service Provider has been paid in full for such Services (the “Term”)

4. TERMINATION.

(a) Types of Termination. This Agreement may be terminated:

A. By either Party on provision of thirty (30) days written notice to the other Party.

B. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ten (10) days of receipt of written notice thereof.

C. By the Client at any time and without prior notice, if the Service Provider is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this Agreement.

(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Service Provider according to the terms of Exhibit A for Services rendered before the effective date of the termination (the “Termination Date”). The Service Provider acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Client within thirty (30) days of the Termination Date.

5. RESPONSIBILITIES.

(a) Of the Service Provider. The Service Provider agrees to do each of the following:

A. Create the Services as detailed in Exhibit A to this Agreement, and extend its best efforts to ensure that the content and design of the Services meets the Client’s needs.

B. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner.

C. Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.

D. Provide Services and a Services that are satisfactory and acceptable to the Client and substantially free of defects to industry best practice.

(b) Of the Client. The Client agrees to do each of the following:

A. Engage the Service Provider as the provider of its Services as further detailed in Exhibit A to this Agreement.

B. Provide all assistance and cooperation to the Service Provider in order that the Service Provider complete the Services in a timely and efficient manner.

6. CONFIDENTIAL INFORMATION.

The Service Provider agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. “Confidential Information” means any of the Client’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Service Provider by the Client either directly or indirectly. The Service Provider may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Client personnel or authorized representatives or for any other purpose the Client may hereafter authorize in writing.

7. PARTIES’ REPRESENTATIONS AND WARRANTIES.

(a) The Parties each represent and warrant as follows:

A. Each Party has full power, authority, and right to perform its obligations under the Agreement.

B. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

C. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

(b) The Service Provider hereby represents and warrants as follows:

A. The Service Provider has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.

B. The Service Provider has the experience and ability to perform the Services required by this Agreement.

C. The Service Provider has the right to perform the Services required by this Agreement at any place or location, and at such times as the Service Provider shall determine.

D. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Service Provider shall obtain all permits or permissions required to comply with such laws, rules, or regulations.

E. The Services required by this Agreement shall be performed by the Service Provider or the Service Provider’s staff, and the Client shall not be required to hire, supervise, or pay any assistants to help the Service Provider perform such services.

F. The Service Provider is responsible for paying all ordinary and necessary expenses of its staff.

(c) The Client hereby represents and warrants as follows:

A. The Client will make timely payments of amounts earned by the Service Provider under this Agreement and as detailed in Exhibit A hereto.

B. The Client shall notify the Service Provider of any changes to its procedures affecting the Service Provider’s obligations under this Agreement at least ten (10) days prior to implementing such changes.

C. The Client shall provide such other assistance to the Service Provider as it deems reasonable and appropriate.

8. SERVICES REPRESENTATIONS AND WARRANTIES.

(a) Performance. The Service Provider hereby warrants and represents that for a period of five (5) business days following and final delivery (herein “Final Delivery”) of the Services to the Client pursuant to Exhibit A (the “Warranty Period”), the Services will free from defects in workmanship and materials, and will conform to the specifications of Exhibit A. If errors or other defects are discovered during the Warranty Period, the Service Provider shall promptly remedy those errors or defects at its own expense; provided, however, that the Service Provider shall not be obligated to remedy any such error or defect unless the Client notifies it of the existence and nature of such error or defect promptly on its discovery thereof.

(b) No Disablement. The Service Provider hereby warrants and represents that the Services, when delivered or accessed by the Client, will be free from material defects, and from viruses, logic locks, and other disabling devices or codes, and in particular will not contain any virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Services or any software, hardware, or data, cause the Services or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Services or any software or hardware, or perform any other such actions.

9. TIMING AND DELAYS.

The Service Provider recognizes and agrees that failure to deliver the Services in accordance with the delivery schedule detailed in Exhibit A to this Agreement will result in expense and damage to the Client. The Service Provider shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Services according to such schedule. If a delivery date is missed, the Client may, in its sole discretion, declare such delay a material breach of the Agreement under subsection 4(a) and terminate the Agreement at the Clients sole discretion. The Client may not declare a breach, and the Service Provider cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Client. In such case, the Service Provider will provide the Client with written notice of the delay and work on the Services shall not continue until the reason for the delay has been resolved by the Client and written notice of that resolution has been provided to the Service Provider.

10. NATURE OF RELATIONSHIP.

(a) Independent Contractor Status. The Service Provider agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Service Provider is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Service Provider’s compensation hereunder. The Service Provider shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.

(b) Indemnification of Client by Service Provider. The Client has entered into this Agreement in reliance on information provided by the Service Provider, including the Service Provider’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Service Provider is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Service Provider’s own actions, the Service Provider shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Service Provider and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Service Provider’s earnings had the Service Provider been on the Client’s payroll and employed as an employee of the Client.

11. WORK FOR HIRE.

(a) Work for Hire. The Service Provider expressly acknowledges and agrees that any all proprietary materials prepared by the Service Provider under this Agreement shall be considered “works for hire” and the exclusive property of the Client unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from the Service Provider’s Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by the Service Provider, solely or in collaboration with others, during the Term of this Agreement relating in any manner to the Service Provider’s Services.

(b) Additional Action to Assign Interest. To the extent such work may not be deemed a “work for hire” under applicable law, the Service Provider hereby assigns to the Client all of its right, title, and interest in and to such work. The Service Provider shall execute and deliver to the Client any instruments of transfer and take such other action that the Client may reasonably request, including, without limitation, executing and filing, at the Client’s expense, copyright applications, assignments, and other documents required for the protection of the Client’s rights to such materials.

(c) Notice of Incorporation of Existing Work. If the Service Provider intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, the Service Provider must obtain the Client’s prior written approval of such integration or incorporation. If the Client, in its reasonable discretion, consents, the Client is hereby granted a worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client.

12. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.

The Service Provider hereby warrants to the Client that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, the Service Provider is free to engage in other Services activities.

13. RETURN OF PROPERTY.

Within thirty (30) days of the termination of this Agreement, whether by expiration or otherwise, the Service Provider agrees to return to the Client all Client products, samples, models, or other property and all documents, retaining no copies or notes, relating to the Client’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material obtained by the Service Provider during and in connection with its representation of the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Client’s business, whether prepared by the Service Provider or otherwise coming into its possession, shall remain the Client’s exclusive property.

14. INDEMNIFICATION.

(a) Of Client by Service Provider. The Service Provider shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Service Provider arising from or connected with the Service Provider’s carrying out of its duties under this Agreement.

(b) Of Service Provider by Client. The Client shall indemnify and hold harmless the Service Provider from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client’s operation of its business, (ii) the Client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Service Provider.

15. INTELLECTUAL PROPERTY.

(a) No Intellectual Property Infringement by Service Provider. The Service Provider hereby represents and warrants that the use and proposed use of the Services by the Client or any third party does not and shall not infringe, and the Service Provider has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Services, and the use of the Services will not include any activity that may constitute “passing off.” To the extent the Services infringes on the rights of any such third party, the Service Provider shall obtain a license or consent from such third party permitting the use of the Services.

(b) No Intellectual Property Infringement by Client. The Client represents to the Service Provider and unconditionally guarantees that any elements of software, text, graphics, photos, designs, trademarks, or other artwork furnished to the Service Provider for inclusion in the Services are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Service Provider and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

(c) Continuing Ownership of Existing Trademarks. The Service Provider recognizes the Client’s right, title, and interest in and to all service marks, trademarks, and trade names used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client’s right, title, and interest therein, nor shall the Service Provider cause diminishment of value of said trademarks or trade names through any act or representation. The Service Provider shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Service Provider shall cease to use all of the Client’s trademarks, marks, and trade names.

16. AMENDMENTS.

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

17. ASSIGNMENT.

The Parties may assign this Agreement freely, in whole or in part. The Service Provider may, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, as necessary to provide the Client with the Services in a timely manner.

18. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

19. FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

20. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

21. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by email, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties utilizing the contact details provided by the Client upon submission of the Agreement Form, and available for the Service Provider on the Service Providers website, located at https://certified.solutions.

22. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

23. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be deemed executed and available as a digital copy through the Service Provider. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original submission by the Client through the Submission Form.

24. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

25. ENTIRE AGREEMENT.

This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

26. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of submission.

CLIENT
[CLIENT NAME, ADDRESS, BUSINESS AND CONTACT INFORMATION PROVIDED IN SUBMISSION OF AGREEMENT FORM]

SERVICE PROVIDER
Certified Solutions Group
18321 Ventura Blvd. Ste 200
Tarzana, CA 91356

Certified Solutions Group