JRO Technology Terms and Conditions

1.0 Notices. All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 2 weeks after mailing if sent by registered or certified mail or electronic-mail. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party.

2.0 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3.0 Waiver of Contractual Right. Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. All waivers must be in writing and signed by the party waiving its rights. This agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

5.0 Confidentiality. Client does hereby understand that all specialized programming and code-work, including passwords, security codes, access codes given to client by JRO are confidential. Client understands and agree that Client does further agree to maintain the confidentiality of same and where client does not maintain such information confidential it shall pay a penalty to JRO of the greater of $5,000 or the actual damages reasonably related to such breach.

6.0 Governing Law. This Agreement shall be interpreted and construed according to, and governed by, the laws of Connecticut, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Connecticut shall have jurisdiction to hear any dispute under this Agreement except the parties the predicate for such jurisdiction shall be as defined under paragraphs, 15.0, 16.0, 17.0.

6.5 UCC. JRO provides goods and services and both parties do hereby agree that the most recent version of the Uniform Commercial Code (UCC) shall apply to all transactions including those for services which shall construed under the UCC as if the services are goods under the UCC. This Agreement is therefore imbued with “Good Faith” on the part of both parties and all other terms and conditions of the UCC.

7.0 Non-Solicitation. During the schedule of this Agreement and for a period of two years from the date of expiration of this Agreement, Client hereby covenants and agrees not to solicit the employment or retention, whether as an employee, consultant, associate or otherwise, of any employee / contractor of JRO. Client and JRO covenant and agree that the sole legal remedy for Client’s breach of this paragraph shall be the payment to JRO Technology one hundred (100%) percent of such solicited employee’s gross annual salary, plus one hundred (100%) percent of any and all costs of training his/her replacement over the twelve month period following said employee’s date of hire by Client. Training costs will total approximately 30% of a consultant’s annual compensation. The same non-solicitation terms apply to JRO Technology.

8.0 Non-Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party or a purchaser of all or substantially all of that party's assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.

9.0 Limitation of Liability. Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. In no event will JRO be liable to any user for any damages, whether direct, indirect, incidental or consequential, arising out of the use or inability to use the work-product developed, even if JRO has been advised of the possibility of such damages.

10.0 Disclaimer of Other Warranties. Except for the express warranties stated herein, the work and products are provided on an "as is" basis, and JRO disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to such work product or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. JRO makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. JRO further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

11.0 Mutual Indemnities. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fee, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.

12.0 Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

13.0 Contract Termination. In the event that either party believes that the other materially has breached any obligations under this Agreement, or if JRO believes that Client has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have thirty days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the thirty day period, the non-breaching party shall have the right to terminate the Agreement without further notice.

14.0 Payment Terms. Client hereby agrees to tender payment to JRO within thirty days of receipt of invoice for all service and support work performed on their behalf. All invoices for equipment and other reimbursable expenses shall be due upon receipt. All contract amounts shall unless otherwise stated be subject to all applicable sales tax. All amounts due and payable shall be subject to a late charge of 2% interest per month, compounded monthly. Client does hereby agree to give JRO a security interest in all equipment, software, programming, and other materials provided under the agreement once an invoice is past due for more than sixty days and does hereby consent to the filing of a UCC security interest in same.

15.0 Dispute Resolution. In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.

16.0 Mediation. In the event that the parties cannot by exercise of their best efforts resolve the dispute, they shall submit the dispute to Mediation. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within [time period] after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within twenty days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.

17.0 Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association after Mediation has proven to be unsuccessful. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than ten business days after the notice of arbitration is served.The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

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