Terms and Conditions

ONLINE SERVICES AGREEMENT

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  1. Overview.

1.1. Terms and Conditions. The following terms and conditions (“Terms and Conditions”) provide for terms that are common to this Agreement, including all Ordering Documents and Exhibits. In the event of a conflict between these Terms and Conditions and any Ordering Document or Exhibit, these Terms and Conditions will control, unless expressly stated to the contrary in the Ordering Document or Exhibit. The Signature Page, any Statement of Work, and any other ordering document incorporating these Terms and Conditions by reference are individually and collectively referred to as “Ordering Document(s).” All services provided by OCC under this Agreement (“Services”), including the Online Selling Tool and Professional Services, will be provided to Company according to these Terms and Conditions, the Ordering Documents, and all schedules, exhibits, or other attachments made a part of this Agreement. 

1.2. Services. A description of the Services to be provided pursuant to this Agreement, including deliverables to be provided to Company in connection therewith, as well as the location, timing, cost and payment schedule with respect to such Services shall be as mutually agreed upon by the parties in writing and set forth on Exhibit A, attached hereto and incorporated by reference herein, or as otherwise agreed in writing by the parties from time to time. 

1.3. Changes. Company may, from time to time, with OCC’s written approval, which approval shall not unreasonably be withheld, conditioned, or delayed, make written changes to increase the scope of the Services, and the provisions of this Agreement shall be applicable to all such changes. Such changes may be subject to additional fees or other charges. In the event that OCC and Company disagree over any change to the scope of Services requested by Company, in accordance with this Section, then OCC and Company shall discuss the disagreement in good faith in an attempt to promptly reach agreement. 

  1. Online Selling Tool. 

2.1. Hosting and Operation. OCC will host and operate the Online Selling Tool on the Online Selling Tool Site in accordance with this Agreement. 

2.2. Link. OCC may provide the Company with code script to allow the Company to establish the Link from the Company Site to the Online Selling Tool Site. 

2.3. Security. OCC will use industry standard security features for Online Selling Tool Site and Online Selling Tool, associated networks, servers, and facilities designed to prevent unauthorized access to and tampering with or alteration of the Online Selling Tool. However, OCC is not responsible for PPI or other sensitive personally identifiable information that Company or Users may input into the platform. 

2.4. Acknowledgements. Company acknowledges and agrees that OCC does not warrant that Online Selling Tool Site, or the Online Selling Tool will operate error free or uninterrupted, but, in the event of any such error or interruption, OCC will use commercially reasonable efforts to resolve such error or interruption as soon as reasonably practicable. 

2.5. Service Level Requirement. OCC will make commercially reasonable efforts to make the Online Selling Tool available to the Users 24 hours per day/ 7 days per week – 99.9% uptime (the “Service Level Requirement”). The Company acknowledges and agrees that User’s access and use of the Online Selling Tool may be interrupted from time to time for any of several reasons including: circumstances beyond OCC’s control, periodic updating, maintenance or repair of the OCC systems that operate and make available the Online Selling Tool or other actions that OCC may reasonably take, or the activities of third parties not under OCC’s control. 

2.6. Password Information. OCC will ensure that Users have the option to select a username and a user password (“Password Information”) in order to save and revisit their activities on the Online Selling Tool. OCC has the right to, and will at the request of the Company, revoke the password of and prohibit the use of the Online Selling Tool by any User who violates any provision of the Privacy Policy or Terms of Use for use of the Online Selling Tool, or who

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damages, tampers with or otherwise hampers the operation of the Online Selling Tool. 

2.7. Domain Name. Registration and renewal for the Company’s own Internet address for the Company Site will be maintained by the Company at the Company’s expense. Such domain name will at all times be and remain in the name of the Company and will be and remain the property of the Company. The Online Selling Tool will have access from this domain name so long as there is an active agreement between OCC and the Company. 

2.8. Support. OCC will use commercially reasonable efforts to provide all necessary support for the Online Selling Tool, including 24×7 access to documentation, whitepapers, and support forums. 

2.9. Branding. OCC may but is not required to brand the Online Selling Tool, interface or other materials (“Interfaces”) by which Users access or use the Online Selling Tool, with the name, logos, trademarks and service marks of the Company designated and selected by Company. Notwithstanding the foregoing, Company agrees to permit the inclusion on Interfaces the following for marketing purposes: (a) the slogan “Powered by One Click Contractor” or similar logo in the form provided by occ; (b) building materials manufacturer logos or marks (where appropriate); (c) reasonable notices preserving OCC’s proprietary rights; and (d) Company Marks. “Company Marks” means Company’s name, logos, trademarks and service marks. 

  1. Professional Services

3.1. Custom Builds; SOWs. In some cases, referred to as “Custom Builds,” OCC will configure the Company’s instance of the Online Selling Tool in a manner consistent with terms memorialized in a writing signed by the parties (each a “SOW” or “Statement of Work”, and all such services provided pursuant to such SOW, the “Professional Services”). OCC will exercise commercially reasonable efforts to configure the Company’s account in accordance with the Company’s written sales processes and procedures identified in the SOW. Such efforts do not require OCC to add features or functionality to the Online Selling Tool. The Statement of Work may also include a development plan (the “Project Plan”). If included, work will be performed in accordance with a development plan in a form agreed to between OCC and the Company. 

3.2. Project Plan. The Project Plan will include a checklist provided to the Company (see Section 3.6 for more information). It is the Company’s responsibility to deliver the required items on the checklist in a timely manner. It is intended that the Project Plan be a reasonably comprehensive view of the Statement of Work and include a description of the stages of the Statement of Work at which acceptance of any deliverable by the Company in accordance to Section 3.4 will be required. Such deliverables provided by OCC may include digital versions of items reflected in Section 3.6 uploaded, live and ready to use on the Online Selling Tool. 

3.3. SOW Management. OCC will be primarily responsible for overall management and implementation of the Statement of Work and corresponding Professional Services, including coordinating, planning and implementing the Statement of Work in accordance with the Project Plan. Each party will designate a project manager or single point of contact whose duties will be to act as a liaison for communications between the parties. Each party may change its project manager or single point of contact at any time by written notice to the other party. 

3.4. Approval; Acceptance. The Company is responsible for promptly approving all the content related to the deliverables, OCC will not supplement, modify or alter any product which has been accepted by the Company except with the Company’s prior consent. Any changes may be subject to additional fees. All deliverables delivered by OCC under the Statement of Work or as otherwise set out in this Agreement will be subject to such testing and review by the Company as the Company may con-sider necessary or appropriate, acting reasonably and in good faith. All deliverables delivered by OCC are considered accepted unless OCC is notified in writing of any faults or deficiencies which the Company believes need to be corrected or amended in the deliverable on or before the day which is the fifth (5th) business day after the delivery of any such deliverables. Upon such faults or deficiencies being corrected or amended, the provisions of this Section will again apply. Compliance of the deliverables with any

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requirements referred to in the Project Plan or reasonably required by the Company will be the sole criterion for acceptance. 

3.5. Incorporation of Content. In connection with the Statement of Work, OCC will incorporate the Company’s Content and Data within the Online Selling Tool. OCC will make commercially reasonable efforts to ensure the Company’s Content and Data incorporated within the Online Selling Tool is in correct format to allow Users to access the Company’s Content and Data from the Online Selling Tool. From time to time, OCC may update the OCC Content on the Online Selling Tool. For clarity, after the Company’s acceptance of such content in accordance with the requirements of Section 3.4, OCC specifically denies any responsibility or liability for the accuracy or quality of any information or material incorporated into the Company’s Content. OCC reserves the right to refuse content which may be deemed by OCC in its sole discretion as including but not limited to incompatible, complex, or too large. 

3.6. Onboarding Support. Potential Onboarding Materials to be submitted by Company are set forth in Exhibit A. OCC supports edits within 30 days of when Onboarding Materials are uploaded. 

3.7. Additional Requests. Training and onboarding requests outside of the standard scope may be subject to additional costs billed to the Company. 

  1. Term; Termination

4.1. Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided herein, shall remain in full force and effect for the Initial Term set forth on the Signature Page and will automatically renew (“Renewal Term”) for successive one-year terms (each a “Renewal Term”) unless 30 days’ notice of termination is given by either party prior to the end of the then-current Initial Term or Renewal Term. 

4.2. Termination. Each party reserves the right to terminate the Agreement and all of its obligations and liabilities thereunder by written notice to the other party if: (i) the other party breaches any of the material terms or conditions thereof and fails to cure the same to the terminating party’s reasonable satisfaction within thirty (30) days of the date of the terminating party’s written notice specifying the nature of such breach; (ii) the other party is adjudicated as bankrupt or if a petition under the Bankruptcy Act is filed by it; (iii) a petition under the Bankruptcy Act is filed against the other party and is not vacated within thirty (30) days; (iv) the other party makes an assignment for the benefit of its creditors; (v) a receiver of all or any portion of the other party’s property is appointed; (vi) any action under any law for the relief of debtors is taken by or with respect to the other party; or (vii) pursuant to Article 5 of the main body of the Agreement. 

4.3. Effect. Upon termination of this Agreement for any reason, all rights and licenses granted by OCC hereunder to Company will immediately cease. Within thirty (30) days after termination or expiration of this Agreement, each party shall return or destroy the Confidential Information of the other party. 

4.4. Survival. Any and all obligations of the parties under the Agreement, which by their nature would continue beyond the termination or expiration of the Agreement will survive termination or expiration of the Agreement. 

  1. Fees; Payment

5.1. Fees. In full consideration for performing the Services under this Agreement, Company shall pay OCC the fees identified in Exhibit A in accordance with the payment terms and conditions herein, unless otherwise designated. Fees for Services are subject to periodic review by OCC and any changes in fees will be communicated to the Company and be automatically implemented during the next auto-renewal period. 

5.2. Invoices. Payment. OCC will charge Company for monthly services to the credit card provided during sign up. Fees and other amounts due pursuant to Professional Services or otherwise agreed upon by the parties shall be as set forth in the corresponding SOW or, if no such terms

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are set, monthly in arrears within thirty (30) days of Company’s receipt of the corresponding invoice. Company agrees to monthly or yearly credit card payments being charged for the next succeeding month or year as appropriate and agrees no pro-rated or other refunds will be provided if this contract is canceled for any reason. Company acknowledges that it must maintain a valid credit card on file with OCC at all times. If there is any change to the Company’s credit card, Company agrees to immediately provide the new credit card information to OCC. 

5.3. Taxes. Company is responsible for the payment of any sales or use taxes imposed by any government body on the delivery of Services under the Agreement. OCC shall notify the Company of any such requirements. 

5.4. Late Payment. In the event Company fails to make any payment to OCC when due under the Statement of Work or otherwise, a late fee of the greater of $100.00 or five percent (5%) of such delinquent amount shall be immediately due and payable. In addition, such delinquent amount and late fee shall begin to accrue interest at the rate of one and one-half percent (1 ½%) per month until paid. In the event OCC pursues collection of any amounts due by Company, OCC shall be entitled to recover all costs of collection, including but not limited to attorneys’ fees and court costs. 

  1. Mutual Obligations of the Parties

6.1. Compliance with Applicable Laws. Each party will comply with all applicable laws, regulations and ordinance of any governmental authority having jurisdiction with respect to the party’s undertakings under this Agreement. 

6.2. Non-Solicitation of Employees. During the term of this Agreement and for a period of six (6) months after the expiration or termination of this Agreement neither party will, without the prior written approval of the other party, directly or indirectly induce or solicit an employee or consultant of the other party to leave the employ or engagement of that party. This clause will not restrict a party from employing staff who make unsolicited applications in response to a general advertisement or genuine recruitment campaign. 

  1. Intellectual Property; Related Rights

7.1. Company Property. Title to and ownership in and to all Company Confidential Information contained on the Online Selling Tool shall remain with Company, and OCC will have no rights therein except the limited right to use such items for the purposes of performing its services and obligations as contemplated under this Agreement. 

7.2. Customer Content. Subject to the terms of this Agreement, the Company grants to OCC the non-exclusive right and license to reproduce, distribute, transmit, and publicly display the Company Content in the Online Selling Tool as is reasonably necessary for OCC to provide its service hereunder. Including but not limited to use and/or distribution of proposal and contract information for screen share and digital signature purposes. The Company will be responsible for: acquiring any authorizations necessary for the use of the Company Content; the accuracy of the Company Content and ensuring that the Company Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, OCC reserves the right, in its sole discretion, to exclude or remove from the Online Selling Tool any Company Content, Data, or other content not supplied by OCC which, in OCC’s sole discretion, may violate or infringe any law or third party rights, or which otherwise exposes or potentially exposes OCC to civil or criminal liability or which might otherwise harm the reputation or interests of OCC, provided that such right will not place an obligation on OCC to monitor the Company Content or permit OCC to exert editorial control over the Company Content. 

7.3. OCC Property. Title to and ownership in and of all rights, including but not limited to copyright and all other intellectual property rights in and to following items shall remain with OCC, and Company will have no rights therein except the limited right to use such items for the purposes contemplated under this Agreement: (a) all OCC Confidential Information, OCC Data and OCC Content; (b) the Online Selling Tool, and all adaptations, enhancements, modifications and derivatives thereof; and (c) all systems, hardware, programs and specifications and other

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materials owned by OCC or in the possession of OCC and used by OCC in conjunction with the performance of its services hereunder (whether or not specifically adapted by OCC as part of the Online Selling Tool hereunder). OCC and its licensors shall be the sole and exclusive owner of the Online Selling Tool, OCC Data and OCC Content, including any derivative works or customizations, other requested or recommended changes, interfaces, and integrations, whether made by or on behalf of Company (“Requests”), and Company hereby assigns all of its right, title, and interest, if any, in and to the Requests and all intellectual property rights therein to OCC. 

7.4. Know-How. Notwithstanding anything to the contrary in this Agreement, each party retains the right to use its knowledge, experience and know-how (including processes, ideas, concepts and techniques whether pre-existing or developed or acquired from any source, including the other party, in the course of its activities hereunder) in any manner, except for any confidential information or intellectual property of the other party. 

7.5. Use of Name. Company authorizes OCC to use its name, logo and/or trademark without notice or consent, in connection with certain promotional materials that OCC may disseminate to the public. The promotional materials may include, but are not limited to, brochures, website, press releases, social media, and any other materials relating to the fact that Company has a relationship with OCC and such materials may be developed, disseminated and used without Company’s review. Nothing herein obligates OCC to use Company’s name, logo and/or trademark in any promotional materials. 

7.6. Trademark License. The Company hereby grants to OCC a non-exclusive, royalty-free, fully paid-up, non-transferable license to use Company Marks for the purposes of this Agreement. 

  1. Indemnification

8.1. OCC Indemnity. OCC shall indemnify, defend and hold harmless any and all of Company, its affiliates, and their respective officers, directors, employees and, shareholders, agents, successors and assigns (collectively, the “Company Parties”) from and against any and all liabilities, damages and expenses (including, but not limited to, costs and reasonable attorneys’ fees) that may be brought, had, or claimed by any third party arising from any infringement of any United States or foreign patent, copyright, trade name or other intellectual property right with respect to the Services or the deliverables provided by OCC hereunder, in each case solely to the extent that such damages and losses are not attributable to Company’s negligence, breach of the Agreement, violation of applicable laws or regulations. In the event of an indemnification claim pursuant to this Section 8, OCC shall have the right, but not the obligation, to defend the relevant claim at its own cost, in which case Company Parties shall cooperate in good faith with OCC and provide such information as is reasonably requested by OCC in defense of such claim. OCC shall have the sole and exclusive right to settle such third-party claims, provided such settlement is for monetary payments only. 

8.2. Company Indemnity. The Company will defend, indemnify and hold harmless OCC, its employees, officers, directors and agents against all actions, proceedings, demands, claims, liabilities, losses, damages, judgements, costs and expenses (including, without limitation, reasonable legal fees) asserted against OCC that any information or materials provided by the Company (“Company Materials”) infringe any patent, copyright, trademark, trade secret or any other intellectual property right of a third party. These obligations do not include any claims to the extent they are based on use by OCC of the Company Materials in violation of this Agreement or any modification or development to the Company Materials made by OCC other than at the direction of the Company. 

8.3. Process. The indemnified party under Section 8 (the “Indemnified Party”) will promptly notify the party subject to the indemnity obligations (the “Indemnifying Party”) in writing of any claim, demand or action that could give rise to any indemnity obligation hereunder by the Indemnifying Party, allow the Indemnifying Party to control the defense or settlement thereof with counsel mutually satisfactory to the parties, or, failing which, selected by the Indemnifying Party, and provide all reasonable assistance in connection therewith, at the Indemnifying Party’s request and expense. The Indemnified Party may participate in the defense or

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settlement of any such claim at its own expense; provided, however, that an Indemnified Party (together with all other indemnified persons hereunder that may be represented without conflict by one counsel) will have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and another party represented by such counsel in such proceeding. The failure by the Indemnified Party to deliver written notice to the Indemnifying Party within a reasonable time of any such claim, demand or action, if materially prejudicial to the Indemnifying Party’s ability to defend such claim, demand or action, will relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 8 to the extent of the prejudice caused by such failure. The Indemnifying Party agrees that it will not settle any claim in a manner which would impose any obligation on the Indemnified Party or restrict the Indemnified Party’s right, title or interest, including all intellectual property rights in the Indemnified Party’s products or services, without the Indemnified Party’s prior written consent. 

  1. Limited Warranty; Disclaimer

9.1. Services Warranty. OCC warrants that all Services provided by OCC to the Company hereunder will be performed in a good and workmanlike manner to the standards of professional skill and competence practiced by recognized firms performing services of a similar nature. In the event of a breach of this warranty, OCC will use best efforts to re-perform the Services in accordance with such standards, free of additional charge, as its sole and exclusive liability and obligation in connection with such breach. 

9.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, TO THE OTHER PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR OR INTENDED PURPOSE. OCC ALSO EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION AS TO WHETHER THE ELECTRONIC DELIVERY, PERFORMANCE OR FUNCTION OF ITS PLATFORM WILL BE FREE FROM PROBLEMS, DEFECTS, DOWNTIME OR SERVICE DISRUPTIONS. 

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCC SHALL NOT BE LIABLE TO COMPANY OR ANY COMPANY PARTIES FOR ANY CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES CONSTITUTING LOSS OF PROFITS OR REVENUES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCC’S MAXIMUM AGGREGATE LIABILITY PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT SHALL BE THE FEES PAID BY COMPANY TO OCC OVER THE TRAILING TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. ANY CLAIM OR DEMAND BY COMPANY OR ANY COMPANY PARTIES AGAINST OCC OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE MADE IN WRITING AND DELIVERED TO OCC WITHIN THIRTY DAYS (30) OF COMPANY OR ANY COMPANY PARTIES FIRST BECOMING AWARE OF THE FACTS AND CIRCUMSTANCES UNDERLYING SUCH CLAIM OR DEMAND, AND ANY CLAIMS OR DEMANDS NOT NOTIFIED TO OCC WITHIN SUCH PERIOD SHALL BE TIME BARRED. 

  1. Confidentiality

11.1. Obligations. Each party will keep confidential and will not disclose or use for any purpose other than for performing its obligations under this Agreement the Confidential Information of the other party. Neither party will obtain any interest in the other party’s Confidential Information by reason of this Agreement or by reason of the disclosure of such Confidential Information pursuant to this Agreement. Each party will take the steps reasonably necessary to protect the confidentiality of the other party’s Confidential Information. Each party may disclose the other party’s Confidential Information only to its directors, officers, agents,

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employees, and professional advisors who have a need to know such Confidential Information for the performance of this Agreement, provided that such directors, officers, agents, employees and professional advisors are bound by written obligations of nondisclosure and non-use substantially the same as those contained in this Article. Nothing in this Article will affect or restrict a party’s use or disclosure of its own Confidential Information. 

11.2. Exceptions. The foregoing restrictions of confidentiality and non-use will not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) is disclosed to a party by a third party, provided such information was not obtained by said third party, directly or indirectly, from the other party on a confidential basis; (c) is already known to a party without obligations of confidentiality; (d) is independently developed or discovered by a party without reliance upon Confidential Information of the other party as evidenced by the party’s business records; or (e) is the subject of a written permission to disclose provided by the disclosing party. 

11.3. Required Disclosures. Notwithstanding any provisions of this Agreement to the contrary, either party may disclose the Confidential Information of the other party to applicable regulatory authorities or if required by judicial or administrative process or timely disclosure requirements imposed by law or by stock exchange policies, provided that such party first provides to the other party prompt notice of such required disclosure, maintains confidentiality to the greatest extent permissible and takes such steps as may be reasonable in the circumstances to allow the other party to seek a protective order with respect to the confidentiality of the information required to be disclosed. 

  1. Miscellaneous

12.1. Governing Law. The validity, interpretation, performance and enforcement of the Agreement shall be governed by the laws of the State of Delaware without giving effect to its conflict of laws provisions. 

12.2. Assignment. This Agreement is not assignable by either party in whole or in part without the prior written consent of the other party, except that, upon written notice to the other party but without the other party’s consent, a party may assign this Agreement and any of its rights and obligations to an affiliate or subsidiary, or as part of the sale of all or any part of the business or assets or shares of the party, or pursuant to any merger, consolidation or other reorganization of the party. 

12.3. Independent Contractor. OCC shall satisfy its obligations under the Agreement solely as an independent contractor and not as Company’s agent, employee or representative. Nothing in the Agreement is intended or shall be construed to create or establish an agency, partnership or joint venture relationship between the parties hereto. OCC has no authority to make any statement, representation or commitment of any kind or to take any action binding upon Company without Company’s prior written authorization in each instance. OCC, its affiliates, subcontractors, or any of their respective employees, representatives or agents (the “OCC Parties”) shall not be eligible to participate in, and OCC, on its own behalf and on behalf of the OCC Parties, waives any claims to any type of benefits offered to employees of Company or Company’s affiliates. Company shall not withhold any amount attributable to payments hereunder for any benefit program or for any local, state, municipal, federal, national or other tax purpose, and OCC shall be solely responsible for fulfilling all such tax obligations imposed in connection with any of the fees paid OCC hereunder. Except as otherwise required by law, Company shall not withhold any sums from the remuneration paid hereunder for Social Security or other federal, state or local tax liabilities or contributions. All withholdings, liabilities and contributions shall be solely the responsibility of OCC. 

12.4. Notices. All notices required or desired to be sent to either party shall be in writing and be sent by first class mail, postage prepaid, by next-day courier or by email, to the attention of the person and to the address or email identified on the Signature Page. Either party may change such mailing address or email address by written notice to the other party. Notice shall be effective on the fifth (5th) business day after mailing, on the first (1st) day after the date of sending via next-day courier, or on the date of the transmission if sent by email (provided that

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notice shall be effective on the first (1st) business day following the date of transmission if transmission is submitted on a non-business day). 

12.5. Unavoidable Delay. If a party’s obligations are materially interrupted or interfered with by reason of fire, flood, casualty, lockout, strike, labor conditions, unavoidable accident, national calamity, mechanical or other breakdown or electrical or sound equipment or plant, riot, pandemic, act of God, or by any enactment of law, or by order of any legally constituted authority, or by any other similar cause (collectively, “Unavoidable Delay”), the obligations of the parties hereto will be suspended during the period of such interruption or interference, and a period of time equivalent to the period or periods of suspension will be added to the time of performance of this Agreement, provided that (i) if such time is reasonably certain to exceed thirty (30) days, or (ii) if such delay in fact exceeds thirty (30) days, then either party may, at its election made then or at any time thereafter, in the case of either (i) or (ii) (and in the case of (ii), notwithstanding that the election based on (i) was available but not exercised), terminate this Agreement upon ten (10) days written notice to the other. 

12.6. Further Assurances. Each of the parties will promptly execute and deliver to the other at the cost of the other such further documents and assurances and take such further actions as the other may from time to time request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights, interests and remedies intended to be created in favor of the other. 

12.7. Interpretation. In this Agreement: (a) words importing the singular include the plural and vice versa; (b) all references to money amounts, will be to U.S currency unless otherwise noted, (c) “includes” and “including” mean “including without limitation”; and (d) “hereof”, “hereto” and “hereunder” refer to this Agreement taken as a whole, including any amendments to this Agreement. 

12.8. Entire Agreement; Amendment. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of the Agreement. No alterations, amendments, changes or additions to the Agreement will be binding upon either party unless reduced to writing and signed by an authorized representative of each party. The parties may use invoices, acknowledgements or other documentation in connection with the Services hereunder, but the same are intended for convenience and record purposes only and any provisions which may be contained therein are not intended to (nor shall they serve to) limit, add to or otherwise amend or modify any provisions of this Agreement. 

12.9. No Waiver. The failure of a party to exercise the rights granted to it hereunder upon the occurrence of any default or breach will not constitute a waiver of any such right upon a reoccurrence of the same or a similar breach of default or the occurrence of any other default or breach. 

12.10.Severability. If any provision of the Agreement is held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of the Agreement or the validity or enforceability of the Agreement in any other jurisdiction, and the parties shall replace it in good faith by a valid and enforceable provision which most closely reflects the intent of the parties hereto.

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Definitions Schedule 

“Company Confidential Information” means any financial information or other business and/or technical information and materials provided by the Company including customer’s name and contact information. 

“Company Content” means the images and text furnished to OCC by the Company for incorporation in the OCC platform and displayed on the Company Site. 

“Company Site” means the Company hosted site at the Company’s own web address which is linked to the OCC platform. 

“Custom Build” means an instance of the OCC platform which is configured for the specific wants and needs of an individual Company. 

“Data” means information provided by or to the User for incorporation in the OCC platform. 

“Free Service” means a product offering that provides basic features of the OCC platform. These features are provided with limits, included in the “Free Service Limits” section below. These features and limits are all subject to change without notice at the sole discretion of OCC. 

“Go-Live Date” means the date that the Online Selling Tool is ready to be placed into a production environment or as outlined in a customer contract. 

“Link” means the Internet hyperlink from the Company Site to the Online Selling Tool Site. 

“OCC Confidential Information” means any information, technical data or know-how including that which comprises or relates to OCC’s confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs, plan, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, research, marketing techniques and plans, business plans and strategies, customer and member information related to prices, and financial information or other business and/or technical information and materials, any analyses, compilations, studies or documents in respect of any of the foregoing, and whether in oral, demonstrative, written, electronic, graphic or machine-readable form. OCC Confidential Information also includes the terms of this Agreement. 

“OCC Content” means the images, text, videos and product information furnished to Company by OCC related to the Online Selling Tool and displayed on the Company Site. 

“Onboarding Materials” means materials provided by Company to OCC for inclusion in the Online Selling Tool. 

“Online Selling Tool” means that online application to be designed, developed, supported and hosted by OCC in accordance with this Agreement that will be placed into production after the Go-Live Date and will allow Users to accomplish the following including but not limited to: 1. Input measurements, create designs, load pricing, presentation, brochures, documents, photos, 2. For the creation of proposals, contracts, and 3. Online screen share and the execution of digital signatures. Management reserves the right to add or modify features at its sole discretion. 

“Online Selling Tool Site” means the OCC hosted site at OCC’s own web address which is linked to the Company Site. 

“User” means a user who registers and receives access to the Online Selling Tool. 

“User Information” means all information about Users, and Internet browsers (whether or not Users), that OCC otherwise collects or compiles in connection with the use of the Online Selling Tool including without limitation (i) name; address, email address, password information, demographic data, and any other identification data; (ii) any other User data submitted in the course of access or use of the Online Selling Tool; and (iii) any information about an identifiable individual that constitutes “personal information” under United States and Canada privacy laws and regulations, as amended from time to time.

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EXHIBIT A 

SERVICES, FEES & ONBOARDING MATERIALS 

  1. Description of Services. The Services being provided pursuant to this Agreement include the Online Selling Tool and any Professional Services set forth in a SOW or otherwise agreed upon in writing. 
  2. Fees. 

2.1. Online Selling Tool Fees. [Commencing on the monthly recurring hosting services date as determined pursuant to Section 2.2 below,] Company shall pay the above fees set forth on  Page 2 for the Online Selling Tool, which will be increased under the terms of this agreement for any additional user added during this and subsequent terms. 

2.1.1. Monthly Recurring. The monthly recurring hosting services date will be determined as the date of delivery of products and/or services and/or Online Selling Tool for release and indicated by the go-live date or as outlined in the Agreement. 

2.1.2. Overage of Services. In the event the Online Selling Tool exceeds the Data limit of 300 minutes of total participant time per user per month of screen share, then the fees under this Agreement shall increase accordingly. 

2.2. Professional Services. Any fees due for Professional Services shall be as memorialized in a SOW or other written agreement between the parties. 

  1. Onboarding Materials. Potential Onboarding Materials to be submitted by Company include: ● Logo 

o High resolution digital version of Company’s logo to be placed on contracts and documents. 

  • Price List 

o Microsoft Excel (or equivalent) file with total of up to 1,000 rows 

o Columns may consist of Name, Description, MSRP Price, Product Price, Labor Price, Cost Price, and Unit of Measure 

  • Documents 

o Contract that includes Company’s standard terms and conditions 

o Resource documents – for example, may include brochures, welcome letter, about us, Company license, certificate of insurance, lead paint documents, notice of cancellation. 

  • Presentations 

o Slide deck as frequently utilized to present to Company’s Customer 

o Supported File Types: PowerPoint, PDF, Videos (PowerPoint presentations are converted to PDF files and do not support transitions or animations) 

  • User Information 

o Company to provide first name, last name, email, phone number, & security level for all users that need access to One Click Company 

  • Product Images 

o Anything outside of a stock image shall be provided by Company and identified by  product. 

Supported File Types: jpg, png.