This Tech Services Agreement (this “Agreement”) is by and between Unmistakable LLC (“Service Provider”) and you (“Client” and together with Service Provider, the “Parties”, and each a “Party”).

WHEREAS, Service Provider has the capability and capacity to provide services; and

WHEREAS, Client desires to retain Service Provider to provide said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Services

Service Provider shall provide to Client the services (the “Services”) set out in the statement of work, which is attached hereto as Exhibit A (the “Statement of Work”). The Statement of Work shall not be modified or expanded except by written agreement of the Parties.

Access To Relevant Technology

To the extent that is necessary for the Service Provider to complete the work set out in the Statement of Work, the Client shall provide access to all the necessary systems, accounts, and other protected assets required in order to complete the work. The Client shall provide secure access to these accounts via 1Password manager, secure note, or adding Service Provider as an authorized user.

Fees And Expenses

In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay a single payment of $395 (Email Authentication Essentials) or $995 (Email Authentication Advanced), which is due and payable immediately. Payment to Service Provider of such fees shall constitute payment in full for the performance of the Services.

Representations And Warranties

Service Provider warrants that it shall perform the Services using personnel of commercially reasonable skill, experience, and qualifications in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

Client acknowledges and agrees that the service is being provided on an "as is" basis, and Client assumes all responsibility and risk for any technical issues that may arise during the process.

Client hereby agrees to release and discharge the Service Provider and its owners, officers, employees, and agents from any and all claims, demands, and causes of action that Client may have or may later accrue, arising out of or in any way related to the service, including any technical issues that may arise during or as a result of that service.

Further, Client represents and warrants that they will take all reasonable steps to avoid any irreparable harm, including taking steps to backup their online platforms to the extent possible prior to the Service Provider providing the service.

Transfer of Intellectual Property Rights

Until payment-in-full is received, Service Provider shall retain ownership of the intellectual property rights in the material created. Upon payment-in-full, the Client is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the copy created under this Agreement, including the copyrights in all works created pursuant to this Agreement (collectively, the “Deliverables”). The Parties hereby agree that the Deliverables are a “work made for hire” for the Client.

If, for any reason, any of the Deliverables do not constitute a “work made for hire,” contingent only upon the receipt of full payment for services under this Agreement, Service Provider agrees to assign and hereby irrevocably does assign to the Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all copyrights therein.

The assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Service Provider hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Service Provider may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.

Notwithstanding the foregoing, to the extent that Service Provider uses any preexisting materials in creating the Deliverables, Service Provider retains ownership of such preexisting materials and, to the extent necessary, hereby grants to the Client an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, such preexisting materials and derivative works thereof.

Confidentiality

From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”).

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.

The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. The Receiving Party shall not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement and shall not disclose any such Confidential Information to any person or entity not involved in performing the Services under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedies.

Term & Termination

This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated for cause as set forth herein.

Either Party may terminate this Agreement for cause, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

• materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach;
• becomes insolvent or admits its inability to pay its debts generally as they become due;
• becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing;
• is dissolved or liquidated or takes any corporate action for such purpose;
• makes a general assignment for the benefit of creditors; or
• has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Service Provider may terminate this Agreement for cause before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder and such failure continues for 15 days after Client's receipt of written notice of nonpayment.

Limitation of Liability

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 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 DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Choice of Law & Choice of Forum

The Parties agree that this Agreement shall be construed under the laws of California regardless of any choice of law rules.

Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively in the state or federal courts with jurisdiction for cases arising in Santa Clara County, California. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such court is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Fee Shifting

The Parties agree that the prevailing Party in any action relating to or arising out of this Agreement will be awarded its reasonable attorneys’ fees and costs incurred as a result of such a proceeding.

Miscellaneous Clauses

The Parties further agree:

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Assignment. Neither Party may assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. For the avoidance of doubt, any party may rely upon employees or independent contractors to perform any work required of it in this agreement, but the Party shall remain ultimately responsible for the completion of that work and its quality. Any purported assignment or delegation in violation of this Section shall be null and void.

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.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising from the Indemnifying Party’s (i) breach or non-fulfillment of any representation, warranty, or covenant in this Agreement, (ii) breach of this Agreement, or (iii) grossly negligent behavior in connection with this Agreement.

Force Majeure. Neither Party shall be liable or responsible to the other, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of that Party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. If the event in question continues for a continuous period in excess of 15 days, either Party shall be entitled to give notice in writing to the other to terminate this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.