As used in this Agreement, the following capitalized terms have the meanings set forth below:

"Authorized User" means any employee, contractor, agent, or representative of Client authorized to access the Services on Client's behalf.
"Campaign" means any digital marketing, advertising, or promotional initiative undertaken by the Company on behalf of Client pursuant to a Statement of Work or Order Form.
"Client" or "you" means the business entity or individual that has agreed to these Terms and engaged the Company for Services.
"Client Materials" means any data, files, content, images, logos, trademarks, copy, specifications, instructions, or other materials provided by Client to the Company in connection with the Services.
"Confidential Information" has the meaning ascribed in Section 11 of these Terms.
"Deliverables" means the work product, reports, creative assets, campaigns, or other outputs produced by the Company under a Statement of Work.
"Fees" means all amounts payable by Client for the Services, including without limitation retainer fees, project fees, performance-based fees, and any applicable taxes.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and all other proprietary rights.
"Order Form" or "Statement of Work" ("SOW") means any written or electronic document executed by the parties specifying the Services, Fees, and other terms applicable to a particular engagement.
"Platform" means any third-party advertising, social media, or technology platform (e.g., Meta, Google, LinkedIn, TikTok, programmatic ad exchanges) used by the Company to deliver the Services.
"Retainer Agreement" means any arrangement under which Client pays a recurring monthly or periodic fee in exchange for an ongoing scope of Services.
"Site" means the Company's website at www.uniquelycaptive.com and all associated subdomains, pages, and content.
"User Content" means any content, data, materials, or information submitted, uploaded, or transmitted by Client or its Authorized Users through the Site or in connection with the Services.

3.1 Scope of Services
The Company provides digital marketing and advertising services to business clients, including but not limited to paid media management, campaign strategy, audience targeting, creative development, reporting and analytics, and related advisory services. The specific scope of Services for each engagement shall be set forth in a mutually executed Statement of Work or Order Form, which is incorporated into and made part of this Agreement.

3.2 Service Standards
The Company shall perform the Services in a professional and workmanlike manner consistent with industry standards. The Company does not warrant or guarantee any specific performance outcome, including without limitation any specific volume of leads, conversions, impressions, clicks, revenue, or return on ad spend ("ROAS"), as such outcomes are subject to market conditions, Platform algorithms, third-party factors, and Client's own business operations, all of which are outside the Company's control.

3.3 Client Cooperation
The timely and effective performance of the Services is dependent upon Client's reasonable cooperation, including providing accurate Client Materials, timely approvals, access to Client-owned advertising accounts, and responsive feedback. The Company shall not be liable for any failure, delay, or degradation in Services resulting from Client's failure to cooperate or provide required information or approvals in a timely manner.

3.4 Subcontractors
The Company may engage qualified subcontractors and independent contractors to assist in the performance of Services. The Company shall remain responsible for the performance of any such subcontractors. Nothing in this Section shall require disclosure of subcontractor identities to Client.

3.5 Changes to Services
Any material change in scope, Deliverables, timelines, or Fees must be agreed to in writing via an executed Change Order or amended Statement of Work. Verbal agreements or email exchanges shall not constitute a binding change in scope unless confirmed in a signed writing.

4.1 Account Creation
Access to certain features of the Site or Services may require Client to create an account. Client agrees to provide accurate, complete, and current information during registration and to maintain the accuracy of such information thereafter. Client is responsible for all activity that occurs under its account credentials.

4.2 Account Security
Client is solely responsible for maintaining the confidentiality and security of its account login credentials. Client agrees to immediately notify the Company at info@uniquelycaptive.com of any unauthorized access to or use of its account. The Company shall not be liable for any loss or damage arising from Client's failure to comply with this Section.

4.3 Account Suspension or Termination
The Company reserves the right to suspend or terminate Client's account at any time, with or without notice, for (a) any breach of these Terms; (b) conduct that the Company reasonably believes is harmful to other users, third parties, or the Company's business interests; or (c) any request by law enforcement or regulatory authorities.

5.1 Fees
Client agrees to pay all Fees as set forth in the applicable Statement of Work or Order Form. Unless otherwise specified therein, all Fees are denominated and payable in United States Dollars.

5.2 Retainer and Recurring Fees
For Retainer Agreements, Fees are due and payable in advance on the first (1st) day of each billing period (monthly or as otherwise specified in the SOW). Retainer Fees are non-refundable once a billing period has commenced, unless otherwise expressly agreed in writing.

5.3 Invoicing and Payment Terms
For project-based engagements, the Company shall issue invoices per the payment schedule set forth in the applicable SOW. Unless otherwise stated, all invoices are due and payable within fifteen (15) days of the invoice date ("Net 15").

5.4 Late Payment
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date due until paid in full. The Company reserves the right to suspend Services upon ten (10) days' written notice to Client if any undisputed payment is more than fifteen (15) days past due.

5.5 Ad Spend and Third-Party Costs
Unless expressly included in the Company's Fees, Client is solely responsible for all third-party costs associated with the delivery of Services, including without limitation advertising platform spend, licensing fees, stock media costs, tool subscriptions, and data costs. The Company shall not advance such costs on Client's behalf without prior written authorization and shall have no liability for paused, suspended, or underperforming Campaigns resulting from Client's failure to fund advertising accounts.

5.6 Taxes
Client is responsible for all applicable sales, use, value-added, excise, and other taxes arising from the Services, excluding taxes based on the Company's net income. If the Company is required by law to collect such taxes, they will be added to Client's invoice.

5.7 Disputes
Client must notify the Company in writing of any good-faith dispute regarding an invoice within ten (10) days of the invoice date. Undisputed portions of an invoice remain due and payable by the original due date.

6.1 Company Intellectual Property
All Intellectual Property Rights in and to the Site, including its design, code, content, features, functionality, methodologies, processes, tools, templates, data, and know-how developed by the Company independent of any specific Client engagement (collectively, "Company IP"), are and shall remain the sole and exclusive property of the Company. Nothing in these Terms or any SOW shall be construed to transfer, assign, or license any Company IP to Client, except as expressly set forth herein.

6.2 Deliverables — Work for Hire
Upon receipt of full payment of all Fees due and payable under the applicable SOW, the Company hereby assigns to Client all right, title, and interest in and to the Deliverables specifically created for Client under such SOW, to the extent such Deliverables constitute protectable works of authorship. The parties acknowledge that all such Deliverables are created as "works made for hire" to the maximum extent permitted by applicable law. To the extent any Deliverable does not qualify as a work made for hire, the Company hereby assigns all rights therein to Client upon full payment.

6.3 License to Client Materials
Client hereby grants to the Company a non-exclusive, royalty-free, worldwide license during the Term to use, reproduce, modify, distribute, and display Client Materials solely as necessary to perform the Services. Client represents and warrants that it has all rights necessary to grant this license and that use of Client Materials as contemplated herein will not infringe any third-party rights.

6.4 Retained Rights
Notwithstanding Section 6.2, the Company retains a perpetual, royalty-free, non-exclusive license to (a) use Deliverables and Client Materials for internal portfolio, case study, and marketing purposes (subject to any confidentiality obligations); (b) use general methodologies, techniques, and know-how developed in connection with the Services; and (c) retain and use anonymized, aggregated performance data for benchmarking and internal analytics purposes.

6.5 Feedback
Any suggestions, ideas, feedback, or recommendations provided by Client regarding the Site or Services ("Feedback") may be used by the Company without restriction, compensation, or attribution. By submitting Feedback, Client assigns all rights in such Feedback to the Company.

7.1 License Grant
By submitting, uploading, or transmitting User Content through the Site or to the Company in connection with the Services, Client grants the Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, modify, display, and distribute such User Content solely for the purpose of providing the Services.

7.2 Client Representations
Client represents and warrants that: (a) it owns or has all necessary rights, licenses, and permissions to submit the User Content and to grant the license above; (b) the User Content does not infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, right of publicity, or any applicable law; (c) the User Content does not contain any material that is defamatory, obscene, unlawful, fraudulent, or harmful; and (d) Client has obtained all necessary consents for any personally identifiable information of third parties included in User Content.

7.3 Company Rights Regarding User Content
The Company reserves the right to remove, refuse to process, or disable access to any User Content that it reasonably believes violates these Terms, applicable law, or any Platform policies. The Company has no obligation to monitor User Content but may do so at its discretion.

Client agrees not to use the Site or Services to:

Violation of this Acceptable Use Policy may result in immediate suspension or termination of Services, without refund, and may subject Client to legal action.

9.1 Term
These Terms are effective as of the date of acceptance and shall continue until terminated in accordance with this Section. Retainer Agreements shall have an initial term as specified in the applicable SOW, and shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Termination for Convenience
Either party may terminate a Retainer Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party. Project-based engagements may only be terminated for convenience in accordance with the applicable SOW.

9.3 Termination for Cause
Either party may terminate this Agreement or any SOW immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a petition in bankruptcy filed against or by it; or (c) ceases to carry on business in the ordinary course.

9.4 Effect of Termination
Upon expiration or termination of this Agreement or any SOW: (a) all Fees earned through the effective date of termination become immediately due and payable; (b) if terminated by Client for convenience or by the Company for cause, Client shall pay a termination fee equal to the Fees that would have been due for the remainder of any non-cancelable commitment period as specified in the SOW; (c) each party shall promptly return or destroy the other party's Confidential Information; (d) Client's license to use any Company IP shall immediately terminate; and (e) the Company shall transfer and deliver to Client all Client Materials and Deliverables for which payment has been received in full.

9.5 Survival
The following Sections shall survive expiration or termination of this Agreement: Sections 1, 2, 5 (as to amounts accrued), 6.1, 6.3, 6.4, 6.5, 9.4, 9.5, 10, 11, 12, 13, 14, 15, 16, 17, and 18.

10.1 Mutual Representations
Each party represents and warrants that: (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation of such party; and (c) its entry into and performance of this Agreement will not conflict with or violate any applicable law or any agreement to which it is a party.

10.2 Client Representations
Client additionally represents and warrants that: (a) all Client Materials and User Content are accurate, lawful, and do not infringe any third-party rights; (b) Client has all necessary authorizations and approvals to advertise the products, services, and content included in any Campaign; (c) Client's products and services comply with all applicable laws; and (d) Client's advertising account credentials and business manager access provided to the Company are validly owned or controlled by Client.

10.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

11.1 Definition
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms or the Services, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business strategies, financial information, pricing, customer lists, marketing plans, Campaign performance data, technical specifications, trade secrets, and the terms of any SOW.

11.2 Obligations
Each Receiving Party agrees to: (a) hold all Confidential Information of the Disclosing Party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement.

11.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information if required by law, court order, or governmental authority, provided it gives the Disclosing Party prompt prior written notice (to the extent legally permissible) and cooperates with the Disclosing Party's efforts to seek a protective order.

11.4 Duration
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets shall survive indefinitely.

12.1 Personal Data
Each party agrees to comply with all applicable data protection and privacy laws in connection with the Services, including without limitation the Illinois Personal Information Protection Act (815 ILCS 530), the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), and the General Data Protection Regulation ("GDPR") to the extent applicable.

12.2 Company Privacy Policy
The Company's collection, use, and handling of personal data submitted through the Site is governed by the Company's Privacy Policy, available on the Site, which is incorporated herein by reference. Client agrees to the terms of the Privacy Policy.

12.3 Client Data Responsibilities
To the extent Client provides the Company with personal data of Client's customers, employees, or other third parties ("Third-Party Data") for use in connection with the Services, Client represents and warrants that it has obtained all consents, authorizations, and legal bases required to share such data with the Company and to authorize the Company's processing of such data as described in these Terms and any applicable Data Processing Agreement. Client shall be the "data controller" or equivalent under applicable law, and the Company shall act as a "data processor" or "service provider" with respect to such Third-Party Data.

12.4 Security
The Company shall implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Client data and User Content against unauthorized access, use, disclosure, alteration, or destruction. In the event of a confirmed data breach affecting Client's data, the Company shall notify Client as required by applicable law.

12.5 CCPA / CPRA
To the extent the Company processes personal information of California residents on behalf of Client, the Company agrees not to sell or share such personal information, and to process it only for the business purpose of providing the Services, in accordance with the CCPA and CPRA and Client's instructions.

12.6 GDPR
To the extent any processing activities are subject to the GDPR, the parties agree to execute a Data Processing Agreement ("DPA") that sets forth the parties' respective rights and obligations as controller and processor. Client may request a DPA by contacting info@uniquelycaptive.com.

THE FOLLOWING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

13.2 Cap on Liability
THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO THE COMPANY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions
The limitations in Sections 13.1 and 13.2 shall not apply to: (a) Client's indemnification obligations under Section 14; (b) either party's breach of its confidentiality obligations under Section 11; (c) either party's gross negligence, willful misconduct, or fraud; or (d) claims that cannot be limited under applicable law.

13.4 Essential Purpose
The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

14.1 Client Indemnification
Client shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents (collectively, "Company Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or related to: (a) Client's breach of any representation, warranty, or obligation under this Agreement; (b) Client's use of the Services in violation of these Terms or applicable law; (c) any Client Materials or User Content, including any claim that such materials infringe a third party's Intellectual Property Rights; (d) Client's products or services advertised through the Services; or (e) any allegation that Client's advertising content is false, misleading, deceptive, or violates any consumer protection, advertising, or trade regulation law.

14.2 Company Indemnification
The Company shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any Claims arising out of or related to: (a) the Company's gross negligence or willful misconduct in performing the Services; or (b) any allegation that the Company's proprietary tools or methodologies (excluding Client Materials) infringe a third party's Intellectual Property Rights.

14.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim for which it seeks indemnification; (b) grant the indemnifying party sole control over the defense and settlement of such Claim; and (c) provide reasonable cooperation in the defense of the Claim at the indemnifying party's expense. The indemnifying party may not settle any Claim in a manner that imposes liability or obligations on the indemnified party without its prior written consent.

The Services may require or involve the use of third-party Platforms, tools, networks, and services (e.g., Meta Ads, Google Ads, LinkedIn, TikTok, programmatic exchanges). The Company does not control and is not responsible for any third-party Platform's policies, availability, performance, data practices, or terms of service. Client acknowledges that third-party Platforms may suspend, restrict, or reject advertising campaigns, accounts, or content in their sole discretion, and that the Company shall have no liability for any such actions. Client is responsible for reviewing and complying with all applicable third-party Platform terms of service and advertising policies. Any links or references on the Site to third-party websites do not constitute an endorsement by the Company.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. Subject to Section 17, the parties consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for any dispute not subject to arbitration, and each party hereby waives any objection to venue in such courts.

17.1 Mandatory Pre-Arbitration Dispute Resolution
Before initiating any arbitration, the disputing party must provide written notice to the other party describing the nature and basis of the dispute and the specific relief sought ("Dispute Notice"). The parties shall attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days after delivery of the Dispute Notice ("Negotiation Period"). If the dispute is not resolved within the Negotiation Period, either party may submit the dispute to binding arbitration as set forth herein.

17.2 Binding Arbitration
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, EQUITY, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, OR THE SERVICES, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS PURSUANT TO ITS THEN-CURRENT STREAMLINED ARBITRATION RULES AND PROCEDURES (FOR CLAIMS UNDER $250,000) OR COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (FOR CLAIMS OF $250,000 OR MORE), AS APPLICABLE, AVAILABLE AT WWW.JAMSADR.COM AND INCORPORATED HEREIN BY REFERENCE.

The arbitration shall be conducted by a single neutral arbitrator with experience in commercial and digital marketing disputes. The arbitration shall be held in Chicago, Illinois, or at such other location as the parties may agree, or via videoconference if the parties mutually agree. The arbitrator shall have authority to award any remedy available at law or in equity, including injunctive relief, specific performance, and attorneys' fees where otherwise permitted by law or this Agreement.

17.3 Arbitration Costs and Fees
The costs and fees of JAMS arbitration shall be allocated in accordance with the applicable JAMS rules. Each party shall bear its own attorneys' fees unless the arbitrator determines that an award of attorneys' fees is warranted under applicable law or the terms of this Agreement.

17.4 Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR MULTI-PARTY ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE OR UNLAWFUL FOR ANY REASON, THEN THE AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID AS TO THAT CLAIM, AND SUCH CLAIM SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION.

17.5 Jury Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

17.6 Exceptions
Notwithstanding the foregoing, either party may seek: (a) provisional injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened misappropriation of trade secrets, breach of confidentiality obligations, or infringement of Intellectual Property Rights, pending a final determination by the arbitrator; and (b) enforcement of an arbitration award in any court of competent jurisdiction. Additionally, any dispute that falls within the jurisdiction of a small claims court may be brought in that court, provided the action remains in that court and does not involve class or representative claims.

17.7 Severability of Arbitration Provision
If any portion of this Section 17 (other than Section 17.4) is found to be unenforceable or unlawful, that portion shall be severed and the remainder of this Section 17 shall remain in full force and effect. If Section 17.4 is found unenforceable in its entirety, this entire Section 17 shall be null and void.

17.8 Governing Law of Arbitration
The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 17 and all questions of arbitrability. This Section 17 shall survive termination or expiration of this Agreement.

18.1 Entire Agreement
This Agreement, together with any executed Statements of Work, Order Forms, and any Privacy Policy or Data Processing Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No prior drafts of this Agreement shall be used in the interpretation or construction hereof.

18.2 Order of Precedence
In the event of a conflict between these Terms and any SOW or Order Form, the terms of the SOW or Order Form shall govern solely with respect to the subject matter of that SOW or Order Form, unless the SOW or Order Form expressly states otherwise.

18.3 Amendment
The Company reserves the right to amend these Terms at any time upon posting of revised Terms on the Site. For existing Clients, material amendments to these Terms shall be effective thirty (30) days after posting, unless Client objects in writing within such period. Amendments to an executed SOW require a signed written change order executed by both parties.

18.4 Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

18.5 Severability
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.

18.6 Assignment
Client may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement in its entirety in connection with a merger, acquisition, sale of substantially all assets,

18.7 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemic, cyberattacks, labor disputes, or failure of third-party service providers or internet infrastructure. The affected party shall provide prompt written notice to the other party and use reasonable efforts to mitigate the impact of the force majeure event.

18.8 Notices
All legal notices required or permitted under this Agreement shall be in writing and shall be delivered by: (a) hand delivery; (b) certified mail, return receipt requested, postage prepaid; (c) nationally recognized overnight courier; or (d) email with confirmation of receipt to the address or email set forth in the applicable SOW or such other address as a party may designate by notice. Notices to the Company shall be addressed to:

18.9 No Agency or Partnership
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other in any manner.

18.10 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights or remedies upon any third party.

18.11 Headings
Section headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

18.12 Counterparts and Electronic Signatures
This Agreement and any SOW may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures (including via DocuSign or similar platforms) shall be deemed valid and binding to the same extent as original signatures.

18.13 Contact Information
Questions, notices, and requests regarding these Terms should be directed to: