Terms of Service

Aroha Virtual Terms of Service

1.1. Scope of Work. The Company's services include identifying and screening qualified virtual assistants (the “Talent”) using a proprietary process, training the Talent with unique methodologies to perform services for the Client, and providing related services (collectively, the “Service”). The Talent, acting as a subcontractor of the Company, will perform Virtual Assistant work (the “Work”) under the direction of the Client.

1.2. Client Assistance.

1.2.1. The Client agrees that, aside from required non-disclosure agreements and other standard agreements (as determined by the Client, but excluding any agreements involving payment of fees to the Talent), the Client will not have a direct contractual relationship with the Talent. Furthermore, the Client agrees that all payments to the

1.2.2. Talent for their Work will be made through the Company. The Client understands that the Talent’s performance of the Work is dependent on the Client’s active management and participation.

1.2.3. Accordingly, the Client agrees to cooperate with the Company and provide the Talent with all necessary information, cooperation, and assistance reasonably required for the successful

performance of the Work. This includes assigning designated personnel to coordinate with the Talent (the “Client Contact”). The Client Contact will be responsible for setting, reviewing, and monitoring the Talent’s schedules, providing feedback, and managing the Talent.

1.2.4 The Company will provide the Client with a Professional Development Outline (“PDO”), attached as Exhibit A, for each type of Talent Work offered. The PDO will detail the work to be performed by the Talent, the number of talents required under this Agreement, and the applicable fees that the Client will pay for the Services.

1.2.5 Should the Client require additional services or an increased number of Talent under this Agreement, and if the Company agrees to provide these, the Client shall send a request specifying the desired services and/or the number of Talents needed to the Company's nominated email address. If the Company accepts the request, the Company will update the Client’s account, as reflected in the Aroha Curis Subscription Invoice, following Section 3 of this Agreement. Any accepted change requests shall become part of this Agreement and be binding on both Parties.

1.2.6. The Company does not guarantee the quantity, quality, or timeliness of the Work performed by the Talent for the Client, or the Work Results.

1.2.7 The Client may request a replacement for the Talent at any time if the assigned Talent does not meet the Client’s performance and/or capability requirements. Upon receiving such a request, the company will make reasonable efforts to promptly provide a replacement talent that is satisfactory to the client. The Company will offer one (1) complimentary replacement Talent for each Talent being replaced (if more than one Talent is included in this Agreement or the Aroha Curis Subscription Invoice). If the second placement is also unsatisfactory to the client, the company may, at its discretion, terminate the applicable services.

2. Fees; Purchases for Client.

2.1. The Client shall pay a deposit to the Company in the amount specified in the accepted Aroha Curis Subscription Quote upon signing this Agreement. This deposit will be applied to the first monthly Service Fee due to the Company. If the Client chooses to terminate this Agreement after execution and payment of the required deposit, the deposit will be non-refundable once the Kick-Off Meeting between the Client and the assigned Talent occurs, as outlined in the procedures in Exhibit B.

2.2. The Client shall pay the Company the Service fee monthly in advance, as outlined in the Aroha Curis Subscription Invoice. The Company reserves the right to change the Service fee at any time and will provide the Client with at least thirty (30) days written notice of such changes to the designated Client Contact via email. The new Service fee will take effect immediately following the thirty (30) day notice period. Should the Service fees change, the Client has the right to terminate this Agreement
before the new fees take effect.

2.3. The Client agrees to compensate the Company for costs, expenses, and any additional hours worked by the Talent at the rates specified in the Aroha Curis Invoice, provided that such costs are mutually agreed upon in writing by both parties.

2.4. At the Client’s written request and with the Company's acceptance—at the Company’s sole
discretion—the Company may purchase goods or services on behalf of the Client. These purchases will be billed to the Client in the following billing cycle. In the event of nonpayment or unreasonable delays in payment, interest rates will apply and accrue as outlined in Section 3.1.

3. Invoicing and Payment.

3.1. The Company will invoice the Client for the Service in accordance with this Agreement. All payments must be made electronically via bank wire, ACH transfer, or as specified in the invoice. If the Client wishes to pay by credit card, they will be responsible for covering the processing fees. Payment of any undisputed fees is due within 7 days from the invoice date. If the undisputed fees remain
unpaid for thirty (30) days after the invoice date, the total amount will be considered "Delinquent." In such cases, and without affecting any other rights or remedies of the Company, the fees will incur monthly compounding interest at a rate of one-and-one-half percent (1.5%), provided that the Client will not be obligated to pay interest exceeding the maximum rate allowable by law. Additionally, the Client will be responsible for paying or reimbursing the Company's collection costs for overdue amounts, including any attorney's fees.

3.2. All invoices will be considered accepted unless the Company receives a written notification to the contrary within seven (7) days of the invoice date. Any such notification must clearly state the nature of the dispute and identify the specific Service in question. If an invoice is disputed, the Client must pay the undisputed portion of the invoice by the due date while both parties work to resolve the
disputed amounts. The Company will conduct a thorough review and audit of all hours worked and applicable charges and will issue a revised invoice (the “Revised Invoice”)



with or without adjustments. The Client will then be required to pay the Revised Invoice within seven (7) days.
3.3. Payment of an invoice shall be considered acceptance of all charges outlined in that invoice and constitutes a waiver of the right to contest any part of the invoice.

3.4. Failure to Pay
Failure to submit payment within thirty (30) days of the invoice date shall constitute a material breach of this Agreement. Without limiting any other rights or remedies available to the Company, including the right to terminate this Agreement, the Company reserves the sole discretion to:
1. Suspend all Services to the Client without liability, provided the Client is given no less than thirty (30) days’ advance written notice. The suspension of Services shall remain in effect until all outstanding fees, including any accrued interest, have been paid in full. Prior to suspension, the Company will provide written notice to the Client regarding the overdue payment and allow the Client thirty (30) days to remedy the delinquency.
2. Adjust the rates for Services at its sole discretion, provided the Client receives no less than thirty (30) days’ advance written notice of any such rate adjustment.
These rights may be exercised independently or in combination at the Company’s sole discretion.

3.5. If a Talent is unable to work on a scheduled workday due to illness, injury, or personal reasons, the absence will be considered Personal Time Off (PTO). Beyond this, the Client will not be charged unless a replacement of Talent of equal competency and skill level is provided to perform the work. Additionally, the Client acknowledges that the Talent follows a no work, no pay policy. This means that if a Talent is not actively working, including during events such as the National Sales Conference or Team building activities held annually, the Client will not incur any charges for those non-working days.
3.6. The Company may adjust the fees for the Services annually, on the anniversary of the Agreement, to account for increases in the cost of living, merit pay, and promotions (the “Annual Rate Increase”).
4. Option to Hire Talent.

4.1. The Client acknowledges and understands that the Company makes significant investments in developing the skills, practices, and procedures of Talents through proprietary methodologies that are confidential and commercially sensitive. Subject to Sections 4.2 and 4.3, during the term of this Agreement and for 12 months following its termination or completion, the Client will not directly or
indirectly encourage, solicit for employment, or engage any Talent of the Company who has provided Services or Work under this Agreement for the performance of services

(excluding the Work specified in this Agreement).

4.2. Nothing in this Section is meant to restrict the employment of any Talent . Subject to the Client providing thirty (30) days' prior written notice to the Company, the right to a reasonable wind-down period as specified in this Agreement, the full payment of the Buyout Fee, and the Talent’s written
consent, the Client may hire the specified Talent. The wind-down period is thirty (30) days unless otherwise adjusted by the Company based on the Talent's existing commitments to the Company and/or other clients.

Twenty-five thousand USD ($25,000.00) (the “Buyout Fee”) will be paid to assist the Company in transitioning its valued Talent and taking any additional measures necessary to protect its sensitive information.

5. Term/Termination.

5.1. This Agreement will begin on the Effective Date and will remain in effect until terminated in accordance with this Section 5. A written notice of thirty (30) days must be provided to the other Party before either Party may terminate the Agreement.
5.1.1. This Agreement as a whole.

5.1.2. A specific PDO if more than one PDO is needed under this Agreement or the Aroha Subscription Invoice.

5.1.3. A specific Talent or to reduce the number of Talent if more than one Talent is assigned or required under this Agreement or the Aroha Subscription Invoice.
Sections 2, 3, 4, 5.2, 5.3, 5.4, and 6 to 11 will survive any termination or expiration of this Agreement. Upon termination of this Agreement, a Talent, or a reduction in the number of Talent required, the Client agrees to pay the Company all amounts due or accrued as of the effective date of such
termination or reduction.

5.2. This Agreement shall be automatically terminated if either party becomes insolvent or bankrupt, enters into any agreement with creditors for debt relief, takes advantage of any law for the benefit of debtors, or goes into liquidation or receivership, whether compulsory or voluntary.

5.3. Either party may terminate this Agreement if the other party materially breaches it and fails to remedy the breach within thirty (30) days of receiving written notice of the breach from the
terminating party. This Agreement will automatically terminate at the end of this cure period if the breaching party has not rectified the breach as specified in this Section.

5.4. In the event of termination of this Agreement, the Company shall be entitled to payment for the Services provided up to and including the date of termination. Additionally, upon termination for any reason, the Client shall receive a pro-rata refund of any prepaid fees under this Agreement or any applicable PDO.

6. Representations and Warranties.

6.1. Company represents and warrants to Client that:

6.1.1. The Service shall be performed in a professional and workmanlike manner, adhering to generally accepted industry standards for similar services. The Talent l provided under this Agreement shall possess sufficient training and experience necessary to effectively carry out the Work outlined in the applicable PDO.

6.1.2. It has all the necessary power and authority to execute, deliver, and perform this Agreement, and the execution of this Agreement has been duly authorized, with all required actions taken in relation to it.

6.1.3. This Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms and conditions.

6.1.4. Neither the execution, delivery, nor performance of this Agreement, nor compliance with its terms and provisions, will conflict with, be inconsistent with, or result in any breach of the terms, covenants, conditions, or provisions of any other agreements or obligations to which it is bound.

6.1.5. Talent has completed the Company’s screening process.

6.1.6. It has full power, right, and authority to enter into this Agreement and fulfill its obligations under it.

6.1.7. It is not subject to any U.S. export restrictions or other applicable laws that would prevent it from entering into this Agreement.




6.2. The Client represents and warrants to the Company that:

6.2.1 It possesses all necessary power and authority to execute, deliver, and perform this Agreement, and the execution of this Agreement has been duly authorized, with all required actions taken in connection with it.

6.2.2 This Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms and conditions.

6.2.3 Neither the execution, delivery, nor performance of this Agreement, nor compliance with its terms and provisions, will conflict with, be inconsistent with, or result in any breach of the terms,covenants, conditions, or provisions of, or constitute a default under, any other agreement, contract, or instrument to which it is a party or by which it or any of its property or assets is bound.

6.2.4 It is not an entity, citizen, or resident of, nor located in a geographic area where access to or use of the Service is prohibited by applicable law, decree, regulation, treaty, or administrative act.

6.2.5 It is not an entity, citizen, or resident of, nor located in a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes.

6.2.6 It is not an individual, nor is it an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Person Lists, or the U.S. Department of State’s Debarred Parties List, or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanctions imposed by any sovereign nation.

6.3. If the Client’s country of residence or any other circumstances change in such a way that the representations made in this Section are no longer accurate, the Client will immediately cease using the Service, and this Agreement, along with all PDOs, will automatically terminate.
6.4. Client’s Product and Technology Management Responsibility.

6.4.1. The Client is solely and exclusively responsible for facilitating, monitoring, and overseeing the Talent, the Work, and the Work Results.

6.4.2. The Client agrees to notify the Talent of its processes and policies that are applicable to them.

6.4.3. The Client is responsible for acquiring all rights and licenses to any software, code, information, documentation, or other materials and intellectual property obtained from third parties and/or provided to the Talent in connection with the Work. The Client must ensure that it has all necessary rights and licenses to facilitate the Work.
6.4.4. THE CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE PROFESSIONALS ACTIONS TAKEN IN ACCORDANCE WITH THE CLIENT’S INSTRUCTIONS, AS WELL AS ANY PERSONAL, CONFIDENTIAL, SENSITIVE, OR OTHER INFORMATION PROVIDED OR MADE ACCESSIBLE TO THE TALENT AND ALL MATERIALS AND EQUIPMENT PROVIDED TO TALENT BY CLIENT, INCLUDING, WITHOUT LIMITATION, RISKS ARISING FROM ANY DATA BREACH, CYBERATTACK, THEFT, DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION, DISCLOSURE OF CONFIDENTIAL OR OTHER
INFORMATION, WORK, WORK RESULTS, AND MATERIALS INCORPORATED THEREIN, IN ANY FORMAT AND LOCATION.

6.4.5. The Company will provide the Talent with a laptop and necessary software to deliver Services to the Client. The laptop will remain the property of the Company. The Company will install security
software, such as Mobile Device Management, on the laptop to ensure compliance with the Client's security policies; however, the Client must inform the Company of any specific software required to be installed on the laptop.

6.4.6. The Client may choose to provide the Talent with Client-owned devices, provided that a release form is signed by both Parties. Support, maintenance, and management of Client-owned devices will be the sole responsibility of the Client.
6.4.7. The Company offers security measures to provide additional protections to the Client, including background screenings of potential Talent l, provision of licensed hardware and software equipment to Talent, ensuring that all software used by Talent complies with security policies, protecting Talent’s equipment from malicious sources, and assisting with cybersecurity issues, among others (the “Security Measures Services”).

7. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 6.1, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICE (WHICH IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS), TALENT, ANY WORK, WORK RESULTS, OR OTHER OUTCOMES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY DIRECT AGREEMENT BETWEEN TALENT AND CLIENT. THE COMPANY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AS WELL AS ANY

REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8. Intellectual Property.

8.1. Subject to the Client's payment obligations and the Company's retained rights in Company Property (defined below) until the date on which Work Results are created, the Client shall own all
rights, title, and interest in any deliverable or outcome resulting from the performance of Talent Work created for the Client (the "Work Results") during the Term of the Agreement. The Company hereby assigns all rights, titles, and interest in the Work Results to the Client. The Company agrees, at the Client's reasonable expense, to execute any documents and take any actions reasonably requested by the Client to perfect or maintain the Client's ownership of the Work Results.

8.2. Notwithstanding Section 8.1 (Personal Data, Defined), the Company shall retain all rights, titles, and interest in its materials, ideas, concepts, know-how, techniques, processes, technology, and other intellectual property (“Company Property”). This includes any Company Property utilized, created, developed independently, or conceived by the Company in connection with the performance of the Services that are not specific to the Client and are of general use, even if incorporated into the Work
Results. The Company shall be free to use the Company Property and its general knowledge, skills, and experience on other engagements. Subject to the Client’s full satisfaction of its payment obligations hereunder, the Company hereby grants the Client a perpetual, royalty-free, non-exclusive license to use any Company Property included as part of the Work Results in conjunction with such Work Results for the Client.

9. Confidentiality.

9.1. All personal, business, technical, or financial information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement will be considered the “Proprietary Information” of the Discloser. Subject to the provisions of Section 8.2 above, all Work Results provided under this Agreement that have been fully paid for by the Client (or that are not subject to payment default by the Client) will be deemed the Proprietary Information of the Client. The Proprietary Information of the Company includes but is not limited to the names, contact information, screening and selection criteria for, rates, and particular skills of the Talent in the Company’s network. Each party will (and the Company will use commercially reasonable efforts to ensure Talent does) hold in confidence and not disclose or use any Proprietary Information of the

Discloser, except in the course of fulfilling their respective obligations under this Agreement.

9.2. The Parties agree that their respective obligations regarding confidentiality shall be governed by the Mutual Non-Disclosure Agreement, which is incorporated into this Agreement as Exhibit C.

9.3. Upon termination of this Agreement, if requested by the Discloser, the Recipient will promptly return to the Discloser all items and copies containing or embodying the Proprietary Information of the other party (including, without limitation, all Work Output and all Work-in-progress, provided that the Client has paid the Company all fees due and owing).

10. General.

10.1. Publicity. With the Client’s prior written consent and approval, the Company may list the Client as a reference on its website or in other marketing materials displaying its clients and may use the Client as a potential reference. Either the Company or the Client may issue a press release or other public statement related to this Agreement, provided the non-issuing party is given the opportunity to review such statement and consents to its release in writing.

10.2. Relationship of Parties; Taxes. It is understood and acknowledged that the Services which the Company will provide to the Client under this Agreement shall be performed in the capacity of an independent contractor and not as an employee of the Client. The Company has no authority to commit, act for, or on behalf of the Client, or to bind the Client to any obligation or liability. The Client shall be responsible for all sales, use, and excise taxes, as well as any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable to the Company hereunder. Any such taxes, duties, and charges currently assessed or that may be assessed in the future, which are applicable to the Services, shall be the Client's responsibility, and the Client hereby agrees to pay such taxes. However, the Client shall not be liable for any taxes imposed on, or with respect to, the Company's income, revenues, gross receipts, personnel, real or personal property, or other assets.

10.3. Limitations of Liability. EXCEPT FOR BREACH OF SECTION 9 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER OF THE PARTIES BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST DATA, COST OF
SUBSTITUTE GOODS OR SERVICES OR SIMILAR DAMAGES SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN MADE AWARE OF

THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL THE PARTIES’ TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES OR LOSS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE BY CLIENT FOR THE SERVICES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY SET FORTH HEREIN FORMS AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO.

10.4. Indemnity.

10.4.1. Client shall defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) (a “Claim”) based on or resulting from (i) any personal injury or property damage caused by the gross negligence or willful misconduct of Client (including its employees, agents, or subcontractors) or (ii) Client’s noncompliance with applicable law and regulations. Client shall give Company prompt written notice of any such Claim, and Company has the right to participate in the defense of any such Claim at its expense.

10.4.2. Company shall defend, indemnify and hold harmless Client, its officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) based on or resulting from (i) any breach or alleged breach of any representation, warranty, or other provision of this Agreement by Company, (ii) any infringement or alleged infringement by Company, or the Services of third-party intellectual property rights, (iii) any personal injury or property damage caused by the negligence or willful misconduct of Company (including its employees, agents, or subcontractors), or (iv) claims or investigations by governmental authorities arising out of or related to compensation, taxes, insurance, or benefits paid (or not paid) to or on behalf of Company’s Talent. Client shall give Company prompt written notice of any such Claim, and Client has the right to participate in the defense of any such Claim at its expense.

10.4.3. In no event shall the indemnifying party settle any claim on behalf of the indemnified party without the latter’s prior written consent (which consent shall not be unreasonably withheld).

10.5. Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an assignee in connection with a corporate reorganization, acquisition, merger, or sale of or substantially all of its assets; provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement.

10.6. Notices. All notices, which are required or may be given pursuant to this Agreement must be in writing and may be sent by email transmitted to aruiz@arohacurishealthcare.com. Notices to Client will be made via email or regular mail and will be deemed to have been duly given when sent by Company to the email or mailing address associated with Client’s account, of which Client is responsible for keeping current.

10.7. Modifications. No alteration or modification of this Agreement or any PDO shall be binding or effective unless in writing and signed by a duly authorized representative of each of the Company and Client. All modifications must be sent to each party pursuant to the provisions set forth in Section 12 of this Agreement, titled “Notices”.

10.8. Privacy. The company uses commercially reasonable standards to safeguard the privacy and confidentiality of transactions and data belonging to or relating to the Client. To that end, the Company has initiated, ensured, and will continually work and take measures to safeguard the processes to protect all data and confidential information that flows to and from its system and methodologies. The abovementioned methodology may include, but is not limited to, any communication created by Talent, either to Client and/or its network, disclosed to Company for training, coaching (grammar, tone, and reflection of Aroha values), and individual skills development or for improvement purposes and for the overall performance of the quality of Talent’s of Company. As such, only non-sensitive communication shall be selected for training purposes with CONFIDENTIAL and SENSITIVE data and information redacted to protect the Client’s rights and interests. However, Client shall have the discretion to engage or not engage themselves and its Talent in such activity upon notice to Company.

In the event that the Company processes any personal information as part of its performance of the Service pursuant to this Agreement, the parties will comply with the following obligations:

10.8.1. The client shall be the data controller, and the Company shall be the data processor with respect to the processing of such personal information.

10.8.2. Client shall be responsible for obtaining any required consent necessary for the processing of such personal information

10.8.3. The Company shall process the personal information only as necessary for the purposes of performing its obligations pursuant to this Agreement or in accordance with the Client’s written instructions.

10.8.4. The Company agrees not to sell any personal data processed under this Agreement.

10.8.5. The data processing performed under this Agreement shall align with the disclosures provided by the Client to data subjects in the Client's “fair processing notice” or “privacy notice.”

10.8.6. The Company will implement appropriate technical and organizational measures to safeguard personal information against loss, unauthorized access, misuse, or disclosure.

11. Force Majeure. Neither party will be held liable for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay is caused, either directly or indirectly, by events such as fire, flood, earthquakes, natural disasters, riots, civil unrest, labor strikes, disruptions to
telecommunications, equipment failures, parts shortages, pandemics, or any other similar circumstances beyond the reasonable control of the affected party.

12. Dispute Resolution Procedures. The parties agree to engage in good faith discussions to resolve any disputes that arise under this Agreement. Either party may refer any dispute to a senior from each party for discussion and potential resolution at any time. If these executives are unable to resolve the dispute within thirty (30) days of receiving written notice of the dispute, either party may initiate
arbitration as described in Section 13. However, this does not prevent either party from seeking immediate judicial relief in accordance with Section 14 if injunctive or other equitable relief is necessary to prevent harm.

13. Arbitration. Any disputes, claims, or controversies arising from or related to this Agreement, including its breach, termination, enforcement, interpretation, or validity, will be resolved through arbitration in the USA, following the laws of California, with one arbitrator. The resulting arbitration award may be enforced in any court with proper jurisdiction. This provision does not prevent the parties from seeking provisional remedies in support of arbitration in a court of competent jurisdiction.

14. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the California, and each party consents to the exclusive jurisdiction of the courts in California. If any part of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue to be in effect.

15. Waiver. No waiver of any default by either party shall be considered a waiver of any prior or subsequent default regarding the same or other provisions of this Agreement.

16. Entire Agreement. This Agreement, along with each PDO, the Company’s Client Platform Access Agreement, and all associated appendices, represents the complete agreement between the parties upon execution by duly authorized representatives of both the Company and the Client. It overrides all prior proposals or agreements, whether written or verbal, related to the subject matter herein. Any modifications or amendments to this Agreement will only be considered valid if made in writing and signed by both parties. Previous agreements, whether oral or written, along with all negotiations and communications between the parties regarding the subject matter of this Agreement, are also superseded. The headings in this Agreement are for reference purposes only and shall not influence the interpretation of any terms. The provisions of this Agreement shall prevail over any other clickthrough agreement or purchase order terms provided by the Client to the Company, unless otherwise explicitly agreed to in writing by both parties.

IN WITNESS HEREOF, the Parties hereto have executed this Agreement: