Terms

1. Services: CODESCRIPT agrees to perform the Services for the Client as defined and described in the Website Development Agreement, which may be amended or revised from time to time in accordance with the terms of this Agreement. Any subsequent Website Development Agreement entered into under this Agreement and executed by an authorized officer of both the Client and CODESCRIPT will automatically be incorporated into and integrated with this Agreement, thereby becoming part of the definition of “Website Development Agreement,” with the services outlined therein automatically included in the definition of “Services” as specified herein. In the event of any conflict or inconsistency between the provisions of this Agreement and any subsequently executed Website Development Agreement, the executed Website Development Agreement governing the applicable Services shall take precedence, followed by this Agreement.

2. Nature of Relationship: The Parties acknowledge that the relationship established by this Agreement is that of independent contractors, not that of employer and employee. Nothing in this Agreement shall be construed as creating a partnership or joint venture. Each Party is solely responsible for its own tax obligations, including, but not limited to, all federal, state, and local personal and business income taxes, sales and use taxes, and any other business taxes or license fees arising from their performance under this Agreement.

3. Disclaimer: THE MATERIALS PRODUCED UNDER THIS AGREEMENT ARE PROVIDED TO THE CLIENT “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IF THE SOFTWARE OR SERVICES ARE FOUND TO BE DEFECTIVE, THE CLIENT ASSUMES ALL COSTS OF REPAIR, SERVICING, OR CORRECTION, INCLUDING BUT NOT LIMITED TO “DEBUGGING.” CODESCRIPT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE; (B) WARRANTIES OF WORKMANLIKE SERVICES; (C) WARRANTIES REGARDING OUTCOMES BASED ON PROVIDED INFORMATION OR ADVICE; (D) WARRANTIES RELATED TO WORK PRODUCT, DELIVERABLES, OR INTELLECTUAL PROPERTY; (E) WARRANTIES OF MERCHANTABILITY OR QUALITY; (F) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (G) WARRANTIES ARISING BY STATUTE OR LAW; OR (H) WARRANTIES OF ANY PRODUCTS OR SERVICES FROM THIRD-PARTY VENDORS. THE PARTIES AGREE THAT CODESCRIPT’S LIABILITY FOR DAMAGES, REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED THE FEES PAID BY THE CLIENT UNDER THE APPLICABLE WEBSITE DEVELOPMENT AGREEMENT. CODESCRIPT SHALL NOT BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF USE OF SOFTWARE OR HARDWARE, PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST DATA, LOST PROFITS OR REVENUE, OR ANY CLAIM OR DEMAND BY ANY PERSON ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS PERFORMANCE, EVEN IF CODESCRIPT HAS BEEN ADVISED OF SUCH POSSIBILITIES. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

4. Fees; Invoices; Payment; Deposit.

4.1 Fees: The Client shall pay CODESCRIPT the amounts specified in the Website Development Agreement each month (the “Fee”). CODESCRIPT reserves the right to amend the Fee at the beginning of each Renewal Term (as defined below). If the Client does not agree to the amended Fee, they may terminate the Agreement by providing written notice to CODESCRIPT within thirty (30) days of receiving the notice of the amended Fee or the end of the current Term, whichever is greater. Occasionally, CODESCRIPT may advance certain expenses on behalf of the Client related to the Services (the “Expenses”) with prior electronic or written consent. The Client agrees to reimburse CODESCRIPT for all Expenses, along with an additional administrative fee of eight percent (8.00%) of the total Expenses (the “Administrative Fee”). The Fee, Expenses, and Administrative Fee shall be collectively referred to as the “Compensation.”

4.2 Invoices; Payment: CODESCRIPT will issue monthly invoices to the Client starting on the Start Date as defined in the Website Development Agreement, and on the same day each subsequent month for the amount of Compensation owed (the “Invoice”). Upon receipt of each Invoice, the Client shall pay the Compensation amount via automatic clearing house (ACH), check, or credit/debit card on the Invoice date. All fees and pricing are quoted in U.S. Dollars and may include a discount for ACH payments. If the Client fails to pay the Compensation within seven (7) calendar days of the Invoice date, a one-time late fee of $49.00 will be applied, along with a late fee of eighteen percent (18%) per annum on all outstanding balances (collectively referred to as the “Late Fee”).

4.3 No Chargebacks: The Client acknowledges that all Compensation paid to CODESCRIPT, regardless of the payment method (including ACH, check, wire transfer, or credit/debit card), is irrevocable and may not be charged back, contested, or challenged now or in the future. Doing so constitutes a material breach of these Terms and the Agreement. In the event of a chargeback initiated by the Client, CODESCRIPT is entitled to recover attorney fees and any costs associated with addressing the chargeback in addition to the challenged amount. If the Client breaches this Section 4.3, they authorize CODESCRIPT to add the attorney fees, costs, and the amount of the chargeback to the next Invoice. This remedy is in addition to any other remedies available to CODESCRIPT.

5.1 Definitions. For purposes of this Agreement, and, without limitation, this Section 5, the Parties hereby agree and consent to the following definitions: “Background IP” means all Intellectual Property owned or licensed by a Party (a) before the Effective Date; or (b) independent of and exclusive from the Services and this Agreement. “Developed IP” means any Intellectual Property (other than Background IP) created, resulting from, or discovered by Company or Client in connection with Services performed for the Client. “Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right. “Intellectual Property Right” means all patent rights, copyrights, trademark rights, rights in trade secret (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (whether registered or unregistered) throughout the world.

5.2 Intellectual Property. Subject to the foregoing provisions of this Section 5, and independent of the U.S. Copyright Act, upon Client delivering full payment pursuant to Section 4 to Company, the Parties agree and acknowledge that the entire right, title, and interest in and to any Developed IP created by the Parties’ performance of this Agreement as of such time, including, without limitation, the software, documentation, application, source code, object code, other work product, and all modifications to the foregoing, and all portions thereof (the “Work Product”), together with all proprietary rights relating thereto, but excluding the Background IP of the Company, are the exclusive property of Client. Further, the Parties acknowledge and agree that all right, title, and interest in and to the Background IP of each Party remain with such Party, subject only to the limited license set forth in Section 5.3 below, if applicable. If requested by a Party, the other Party shall timely perform all acts reasonably necessary or desirable by such requesting Party to accomplish the assignments and other transactions specified in this Section 5.2.

5.3 Background IP. If Company’s Background IP is incorporated in, or is necessary to use, any Work Product or deliverable resulting from this Agreement: (a) Company shall describe its Background IP in the applicable Website Development Agreement; and (b) upon Client delivering full payment pursuant to Section 4 to Company, Company hereby grants to Client and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the unrestricted right to sublicense) to do the following: (i) reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Background IP only in connection with the Work Product, deliverables resulting from this Agreement, and Developed IP; and (ii) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Background IP only in connection with the Work Product, deliverables resulting from this Agreement, and Developed IP. Further, Client grants to Company a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license to Client’s Background IP, during the Term of this Agreement, for the Company to perform the Services hereunder.

5.4 Copyright of Provided Work Product

Client assumes full responsibility for compliance with copyright laws for all work product provided by Client to Company and assumes full liability for any potential copyright infringement resulting from the work product.

6.1. Term; Termination Notice. The term of this Agreement commences upon the Client’s execution of the signature page to the applicable Website Development Agreement and shall continue for a period of twelve (12) months, unless the Website Development Agreement lists a different period of time as the Minimum Term. The actual performance of the Services by Company will begin on the Effective Date (the “Start Date”). Upon expiration of the Minimum Term, unless notice is received pursuant to this Section 6.1 below, this Agreement will automatically renew for twelve (12) months, unless the Website Development Agreement lists a different period of time as the Renewal Term (as applicable, each a “Renewal Term” and collectively, the “Renewal Terms”), until otherwise terminated in accordance with Section 6.1 below (the Minimum Term and Renewal Terms, if any, are collectively defined as the “Term”). This Agreement may only terminate upon the earliest to occur of: (i) delivery of written notice by either Party in accordance with Section 9.1 of such Party’s intent to terminate the Website Development Agreement to the other Party on or prior to sixty (60) days before the expiration of the then-applicable Minimum Term or Renewal Term (the “Termination Notice Period”); (ii) termination by the Company in accordance with Section 6.2 below; or (iii) the Parties mutually agree in writing to terminate this Agreement. If a Party terminates the Website Development Agreement, the Parties shall continue to perform the terms and conditions of this Agreement during the Termination Notice Period, including, without limitation, Client’s payment of Compensation in accordance with Section 4 above and Company’s performance of the Services, and this Agreement shall terminate upon the expiration of such Termination Notice Period, and all rights and obligations of the Parties to one another shall cease except as otherwise set forth in Sections 6.3 and 6.4 below.

6.2. Breach by Client.

(a) If at any time during the Term, Client fails to make a Compensation or Late Fee payment as specified in this Agreement, Company may notify Client of such failure and if Client fails to make such outstanding Compensation or Late Fee payments in full within five (5) business days from such due date, Company may, but is not obligated to, immediately terminate this Agreement or all or any portion of any Website Development Agreement by delivering written notice of termination to the Client.

(b) If at any time during the Term, (i) Client takes any action, or fails to take any action after written request by Company, that results in Company’s inability to access any accounts, information, data, software, or website that Company deems necessary, in Company’s sole discretion, for Company to perform the Services, or (ii) Client fails to respond to requests by Company for access to any accounts, information, data, software, or website that Company deems necessary, in Company’s sole discretion, to perform the Services, Company may, but is not obligated to, immediately terminate this Agreement or all or any portion of any Website Development Agreement by delivering written notice of termination to Client.

6.3. Acceleration. In the event of a breach of this Agreement by Client, including, without limitation, Client’s termination of this Agreement or an applicable Website Development Agreement other than in strict accordance with Section 6.1 above or Client’s breach of this Agreement pursuant to Section 6.2 above, Client hereby agrees and shall pay to Company, in addition to any amounts of Compensation already due and payable by Client under this Agreement as of such breach or termination date, an amount equal to the monthly Fee multiplied by the number of remaining months in the then-applicable Minimum Term or Renewal Term (the “Accelerated Fee”). In clarification, and not in limitation of the foregoing, Client shall pay the difference between (i) the total Fee that would have otherwise been paid by Client to Company under this Agreement if fully performed by all Parties for the entire Term, less (ii) the total amount of Fees actually paid by Client to Company for such project during the Term. The Parties acknowledge and agree that the Accelerated Fee is a reasonable estimate of the anticipated or actual harm Company will incur as a result of Client’s breach of this Agreement.

6.4. Effect of Termination. Upon termination of this Agreement for any or no reason:

(a) Client shall immediately pay to Company all amounts of Compensation and Late Fees owed to Company pursuant to Section 4 as calculated or incurred prior to the final date of termination.

(b) Client shall immediately pay to Company the Accelerated Fee, if and as applicable in accordance with Section 6.3.

(c) Subject to Client’s payments of such Compensation and Accelerated Fee, as applicable, each Party shall immediately cease all use of and shall return to the other Party within five (5) business days all Confidential Information (as defined below) and materials of such other Party and all copies, portions, and abstracts thereof, that are in its possession or under its control, other than Client’s return of any materials for which Client has paid. Upon Company’s receipt of full payment for the same in accordance with all the terms and conditions of this Agreement, including Compensation and Accelerated Fees, if applicable, Company shall deliver to Client such portion of the Services that are complete as of the termination date.

(d) Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive the expiration or termination of this Agreement for any or no reason.

Definition: Each party may share confidential proprietary information, which includes business activities, strategies, technology, trade secrets, and client information.

Usage: Confidential information can only be used for purposes of the agreement, and parties must protect this information with at least a reasonable degree of care.

Included Information: The terms of the agreement and services provided are also considered confidential.

Obligation: Each party agrees to indemnify and hold harmless the other party from claims or liabilities arising from allegations that any intellectual property or content provided infringes third-party rights or violates laws.

9.1. Notice: Written communication is required, either through registered mail or email, with specific conditions for validity.

9.2. Amendment: Changes to the agreement must be in writing and signed by both parties, except for updates to terms, which can be made at the company's discretion.

9.3. Binding; Entire Agreement: The agreement is binding on parties and their successors and constitutes the entire agreement, superseding all prior discussions and agreements.

9.4. Governing Law; Venue: The agreement is governed by the laws of Virginia, with exclusive jurisdiction in state and federal courts in Norfolk, Virginia.

9.5. Counterparts; Authority: The agreement may be signed in counterparts and each signatory affirms their authority to bind the respective party.

9.6. Default; Attorneys’ Fees: In case of default, the client must reimburse the company for costs incurred, including attorney fees.

9.7. Waiver; Severability: Waiving a breach doesn’t waive future breaches; if any part of the agreement is unenforceable, the rest remains valid.

9.8. Further Assurances: Parties agree to execute additional documents and take necessary actions to fulfill the agreement's intent.

9.9. No Third Party Beneficiaries: Only parties to the agreement have rights under it; no other individuals gain rights.

9.10. Force Majeure: Neither party is liable for failure to perform due to events beyond their control (e.g., natural disasters, war). If such an event lasts over 120 days, either party can terminate the agreement.

9.11. Promotion: Parties can reference each other as clients but cannot use names, logos, or trademarks without consent.

9.12. Assignment: The client cannot assign their rights or delegate duties without the company's consent. The company may assign its rights and duties with notice to the client.