TERMS OF SERVICE

Agreement. This Agreement (“Agreement”) states the General Terms and Conditions governing the services (“Services”) described in the Service Requests that are agreed to by JAVE Insights Inc (“JAVE”, including Services performed previously and independently by its owner Jenna Gelgand) and each customer (“Client”). Unless otherwise stated in a separate agreement, these General Terms and Conditions apply to any Service provided to Client.

GENERAL TERMS AND CONDITIONS

These GENERAL TERMS AND CONDITIONS govern the provision and use of data, information, materials and related services (“Services”) identified in one or more Service Request(s) entered into by JAVE and Client.

Service Request. Service Requests are ordering documents that specify the Services to be provided hereunder that is entered into between Client and JAVE, including addenda and supplements thereto.

Materials. JAVE provides correspondence and documentation (“Materials”) in support of executing the Service Request. Materials may be in the form of email, Word document, Excel file, Google Files, PowerPoint, among other file types.

Disclosure. Client may disclose Materials in confidence to cooperating retailers, distributors, brokers, investors (potential and current), and internal team members (collectively “Cooperating Entities”) to support Client’s business activities. Cooperating Entities listed and not listed here should be entities that are directly involved in the Client’s business activities. Any disclosure must not be misleading.

Neither party will disclose the terms of this Agreement or any Service Request to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent. A party that makes a disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with the “Confidentiality” section.

Notwithstanding the foregoing, JAVE may disclose the terms of this Agreement and any applicable Service Request to a subcontractor to the extent necessary to perform JAVE’s obligations to the Client under this Agreement, under terms of confidentiality materially as protective as set forth herein.

Intellectual Property. The Services and Materials, together with all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, user interfaces, techniques, methods, applications, libraries, documentation or other technology and materials of any kind, or any enhancement thereto, used or made available by JAVE to Client in connection with the Services, constitutes valuable intellectual property rights of JAVE and all right, title and interest in and to the foregoing shall be owned by JAVE. No title to or ownership of the Services or the Materials, or any intellectual property rights associated therewith, is transferred under this Agreement, and JAVE reserves all rights not otherwise expressly granted herein.

Prohibitions. Except as provided in this Agreement, Client shall not, directly or indirectly: (a) enable any person or entity other than Client to access and use the Services or the Materials; (b) modify or create any derivative work based upon the Services or the Materials; (c) engage or permit any copying or distribution of the Services or the Materials; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Services or the Materials; (e) access the Services or the Materials in order to build a competitive solution or to assist any third party to build a competitive solution; (f) remove, obscure or alter any proprietary notice related to the Services or the Materials; or (g) use or permit others to use the Services or the Materials other than as described in this Agreement, or for any unlawful purpose. In the event JAVE believes that Client is violating any of the terms set forth in this Section, in addition to any other remedies available at law or in equity (including termination of this Agreement), JAVE will have the right to suspend Client’s access to and use of the Services and the Materials for so long as is reasonably necessary to address such potential violation. JAVE shall notify Client of any such suspension and work with Client in good faith to resolve the potential violation.

Client Data. “Client Data” means the data, content and other material that Client provides to JAVE under this Agreement in support of the provision of the Services. Subject only to the limited rights expressly granted in this Agreement, as between Client and JAVE, Client will retain all right, title and interest in and to the Client Data and all intellectual property rights therein. Client hereby grants JAVE a worldwide, non-exclusive, royalty-free right and license during the Term to use, reproduce, transmit, perform, display and store Client Data for the purposes of JAVE providing and supporting the Services for Client’s benefit. Client agrees that JAVE may additionally use Client Data in anonymized and/or aggregated format: (a) to maintain, evaluate, develop and improve its products and services; and (b) for research, case studies and marketing purposes.

Feedback. Client may provide JAVE with bug reports, suggestions or other feedback related to the Services (collectively, “Feedback”). By submitting any such Feedback, Client hereby assigns to JAVE all right, title and interest in and to such Feedback together with all intellectual property rights therein.

Term, Termination. The Agreement remains in effect for the initial Service Request and thereafter until all Service Requests have expired or have been terminated in accordance with the Agreement (“Term”). JAVE may terminate a Service on 30 days’ written notice if it is terminating that Service to all similar clients. Either party may terminate the Agreement in the event of a material breach by the other party that remains uncured after 30 days following written notice of the breach. Each Service Request may include additional termination clauses that are specific to that Service Request and do not replace or void the termination clauses listed in this Agreement.

Term of Services. Except as otherwise specified in a Service Request, Services will be provided for a minimum of four (4) months and remain in effect until either party terminates Services in writing 60 days in advance.

Provision of Services. JAVE will (a) make the Services and Materials available to Client pursuant to this Agreement and any applicable Service Requests, and (b) provide standard support for Services to the Client and/or upgraded support if it is offered in the future and purchased. Standard support includes responding to inquiries from the Client’s primary and secondary support contacts between 9am-4pm Central Time, Monday – Friday, excluding federal holidays. If JAVE expects to be unable to provide standard support during normal time periods, JAVE will notify Client at least one week in advance.

Changes to Services; Changes to Charges. JAVE and Client may agree to make changes to a Service from time to time. Changes to Services and the Changes to the Charges for Services will be agreed to in advance, though Service Requests may not be updated.

Billing, Taxes. Unless otherwise stated in the Service Request, at the beginning of each month of the Term, JAVE will invoice Client for the fees set forth in the Service Request. All invoices, including any applicable tax, are due and payable by the 30th of month Client was invoiced. For example, if JAVE sends an invoice on the 1st of the month for April Services, it is due by April 30th. If JAVE sends an invoice on the 5th of the month for April Services, it is still due on the 30th of the month. If payment for an invoice is not received from Client by the due date, then at JAVE’s discretion, such overdue payment may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If not paid timely for Services, JAVE may refuse to deliver or suspend Services. JAVE’s charges for Services are exclusive of applicable tax. Client is responsible for all value-added, consumption, goods and services, sales, use, and similar taxes due with respect to Services.

Warranties. JAVE warrants it has the right to provide the Services in accordance with this Agreement. Client acknowledges that Services and Materials provided by JAVE represent JAVE’s opinion and best recommendation based on the available information at the time. JAVE does warrant the accuracy of any reclamation amounts, nor guarantee the recovery of any funds targeted for reclamation from a distributor or other third party. THE SERVICES AND/OR MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. In no event will JAVE be liable for any indirect, special, exemplary, consequential or incidental damages (including lost profits, lost revenues, lost data and other economic losses), however caused and regardless of whether such damages are foreseeable or whether JAVE has been advised of their possibility. JAVE’s liability for any claim arising out of this Agreement will be limited to actual, provable direct damages. IN NO EVENT WILL JAVE’S CUMULATIVE LIABILITY FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES OF CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL PRICES ACTUALLY PAID BY CUSTOMER TO JAVE UNDER THIS AGREEMENT.

Confidentiality. “Confidential Information” means any and all confidential or proprietary non-public information and data of one party (the "Disclosing Party") disclosed to the other (the "Receiving Party") in connection with this Agreement, which is identified or should be reasonably understood to be confidential. JAVE's Confidential Information includes but is not limited to the Services, Materials, and all other applications, and technical information made available to Client in connection with the Services. Confidential Information of each party includes any Service Requests, this Agreement and all business and marketing plans, technology and technical information, product plans and designs, roadmaps, specifications, and other similar information disclosed by a party.

The Receiving Party agrees to protect the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own Confidential Information of like kind, but in no event less than a reasonable degree of care, to prevent unauthorized disclosure and use of the Confidential Information; and not to use the Disclosing Party’s Confidential Information for any purpose outside of this Agreement.

The Receiving Party may disclose the Disclosing Party’s Confidential Information to its subcontractors and agents who have a need to know solely for the purposes of this Agreement and are bound by confidentiality obligations no less restrictive than those contained in this Agreement. The Receiving Party will be liable for any breach of its obligations under this Agreement that is caused by an act, error or omission of any such subcontractor or agent as if it was a breach by the Receiving Party.

Subcontracting. JAVE may use subcontractors in connection with this Agreement. Subcontractors are bound by strict confidentiality obligations and JAVE remains fully responsible for their performance in accordance with this Agreement. The terms of confidentiality for subcontractors who may come into contact with the Client’s Confidential Information will include, but are not limited to, the terms of confidentiality contained throughout this Agreement. This includes, but is not limited to, the terms of confidentiality outlined in the Disclosure, Prohibitions, Confidentiality, and General sections of this Agreement.

Assignment. This Agreement is for the benefit of and binding on the parties and their successors and assigns.

Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Publicity. JAVE may refer to Client’s name, logo, and relationship with JAVE in a public press release, customer list, or other marketing materials.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, JAVE reserves all of right, title and interest in the Services, including all of JAVE’s related intellectual property rights. Neither party grants any rights hereunder other than as expressly set forth herein.

Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or a legal claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. JAVE may periodically update this Agreement, at which time the Last Updated date will be posted above. The use of Services following the posting of any updates shall be deemed acceptance of the updated Agreement. JAVE recommends checking this Agreement periodically.

Force Majeure. Each party will be excused (a) from whatever performance is prevented by acts or events beyond its reasonable control (including but not limited to acts of war, acts of nature, fire, flood or other natural disasters, government requirements, wars, riots, strikes, power failures, pandemics or embargoes, each a “Force Majeure Event”) and (b) from satisfying whatever conditions precedent to the other party’s obligations that cannot be satisfied due to acts or events beyond its reasonable control. In the event of such a Force Majeure Event, the schedule will be extended for the duration of the delaying cause. Notwithstanding the foregoing, should a Force Majeure Event last longer than thirty (30) days, the unaffected party may terminate the affected Service Request upon written notice to the affected party. Despite the preceding sentences, a party is not excused from making any payment hereunder due to acts or events beyond its reasonable control.

Governing Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Texas, without reference to its choice of law principles to the contrary. Neither party will commence or prosecute any action, suit, proceeding or claim arising out of or related to this Agreement other than in the state courts located in Travis County, State of Texas. Each party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any such action, suit, proceeding or claim. In any suit, arbitration, mediation or other action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, including without limitation, costs and fees incurred on appeal or in a bankruptcy or similar action.

Entire Agreement; Order of Precedence. This Agreement is the entire agreement between Client and JAVE regarding Client’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Service Request, and (2) this Agreement.

Severability. A Party’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Survival. The sections of this Agreement that by their nature are intended to survive expiration or termination shall survive and include, without limitation, all obligations concerning confidentiality, liability (and the limitations thereof), governing law, publicity, intellectual property, client data, and uses of Materials.