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SERVICE AGREEMENT


Overview:  Schedule It, LLC, The (Provider), provides services and products, including a scheduling, soft software via web and mobile application to facilitate the scheduling by inspectors / adjusters / field service providers on behalf of the Company and the Companies partners.


  1. TERM OF AGREEMENT


1.1 The term of this Agreement shall be based on the signed Statement of Work between the provider and the company. Provisions of this Agreement that are designated as applying beyond termination will remain in force after any termination or expiration of this Agreement.


  1. ACCESSIBILITY


2.1 The Provider makes commercially reasonable efforts to have the Site, Apps, and Service available 24 hours per day, 7 days per week, except for:


(i) planned downtime or

(ii) circumstances beyond the Provider’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond its control.


2.2 The "Service" does not include the Company’s data or any software application or service that is provided by the Company or a third party, which the Company uses in connection with the Service, whether or not the Provider designates them as "official integrations" (each a "Non-Provider Product").



  1. COMPENSATION & TAXES


3.1 Unless otherwise stated, the Provider charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). The Company is responsible for paying Taxes except those assessable against the Provider based on its income.


3.2 The Company agrees to pay the Provider based on the signed Statement of Work.  If the Company disputes any charges, the Company must let the Provider know within three calendar (3) days after the date of the invoice containing the charge by submitting a request in writing to the Provider to billing@scheduleit.io.


3.4 Provider reserves the right to change its prices at any time in the future. If an increase in prices is made, the Provider will provide notice of the change on the Site and in writing to the Company at least 30 days before the change is to take effect. The Company’s continued use of the Service after the price change goes into effect constitutes an agreement to pay the changed amount. The Provider may choose to bill the Company through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice.


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  1. INTELLECTUAL PROPERTY RIGHTS


4.1 All text, graphics, user interfaces, visual interfaces, photographs, videos, trademarks, logos, sounds, music, artwork, computer code and or the like (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content, contained on the Site/Service/Apps is owned, controlled or licensed by or to the Provider with all rights reserved, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Provider’s trademarks, marks, or other logos may not be used in connection with any product or service that is not provided by the Provider in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Provider.


4.2 Except as expressly provided in this Agreement, no part of the Site/Service/Apps and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, and or distributed in any way (including “mirroring or scraping”) to any other computer, server, website or other medium, for publication or distribution or for any commercial enterprise, without the Provider’s express prior written consent.  If Provider has been identified as distributing information not authorized, the Provider agrees to pay the retail cost per transaction to the Service that would have been paid.


4.3 The Provider shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to the Company to use the Site/Service/Apps under this Agreement do not convey any additional rights in the Site/Service/Apps, or in any Intellectual Property Rights associated therewith. The Company expressly agrees that any and all suggestions, enhancement requests, recommendations or other feedback the Provider receive from the Company wholly belongs to the Provider.


  1. DATA SECURITY


The Provider hereby represents and warrants unto the Company the following:


5.1 Personal Data Compliance: The Provider is and shall remain in compliance with all laws applicable to it in respect of any Services provided hereunder and any Work Order, including but not limited to federal, state and local laws, rules and regulations respecting the transmission, storage, use, access, disclosure and/or disposal of Personal Data as defined herein, and the Immigration Reform and Control Act of 1986, as amended, and the regulations adopted thereunder.


5.2 Data Security:  The Provider represents and warrants:

(i) to maintain commercially reasonable security measures, including, but not limited to:

(a) current industry standard enterprise virus protection for servers and systems in connection with any Services provided under this Agreement,

(b) intrusion detection and countermeasures to detect and terminate unauthorized access and/or activity to such servers or systems,

(c) firewalls to regulate the transmission of data entering the servers and systems from any external source and to enforce secure connections with other systems,


(d) multi-factor authentication such as password and other identification protocols or physical security measures to prevent unauthorized access to any the Company Confidential Material residing on the Provider’s servers or systems, and

(ii) that all Personal Data that it handles during the duration of this Agreement or any Work Order shall be kept encrypted, with a minimum standard of 256-bit encryption, while such information is stored or being transferred.


5.3 System Security:  The Provider shall provide the Company with a copy of its then current SOC 2 report (or similar report) and any updates thereto upon the written request of the Company, relative to the provision of Services hereunder;


5.4 Vulnerability Testing: Additionally, the Provider shall periodically undertake vulnerability assessments and penetration tests on all servers and systems ("VAPT") relative to the provision of Services hereunder, and provide the Company with a copy of any VAPT report upon its written request;


5.5 Remediation of Vulnerabilities: The Provider shall immediately remediate any internal security vulnerability that is revealed by any Compliance Report or VAPT Report within fifteen business (15) days, or as otherwise mutually agreed to by the Parties.

 

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  1. Representations and Warranties of the Company


The Company hereby represents and warrants unto the Provider the following:


6.1 The Company must evaluate, and bear all risks associated with, the use of its data, including any reliance on the accuracy, completeness, or usefulness of its data.


6.2 The Company acknowledges, consents and agrees that the Provider may access, preserve and disclose its account information and its data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to

(i) comply with legal process;

(ii) enforce the terms of this Agreement;

(iii) respond to claims that any of its data violates the rights of third parties;

(iv) respond to the Company’s requests for customer service; or

(v) protect the rights, property or personal safety of the Provider, its users and the public.



  1. NEGATIVE COVENANTS OF THE PROVIDER


7.1 The Provider shall not assume responsibility for the accuracy, completeness, safety, innocuousness, slanderous nature of, legality or applicability of anything posted, displayed, linked, uploaded, recorded, broadcast or otherwise made available by the Company or any user.



  1. NEGATIVE COVENANTS OF THE COMPANY


8.1 The Company shall not use any “deep-link”, “page-scrape”, “robot”, “spider” and or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site/Service/Apps or any other content, or in any way reproduce or circumvent the navigational structure or presentation of the Site/Service/Apps or any other content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site/Service/Apps. The Provider reserves the right to bar any such activity.


8.2 The Company shall not attempt to gain unauthorized access to any portion or feature of the Site/Service/Apps, or any other systems or networks connected to the Site/Service/Apps or to any Provider server, or to any of the services offered on or through the Site/Service/Apps, by hacking, password “mining” or any other means.


8.3 The Company shall not probe, scan or test the vulnerability of the Site/Service/Apps or any network connected to the same, nor breach the security or authentication measures on the Site/Services/Apps or any network connected to the same. The Company may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site/Service/Apps, or any other customer of the Provider.


8.4 The Company agrees that it will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site/Service/Apps, or any systems or networks connected to the same or to the Provider.


8.5 The Company agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site/Service/Apps or any transaction being conducted on the same, or with any other person’s use of the Site/Service/Apps.

 

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  1. CONFIDENTIAL & PROPRIETARY INFORMATION


9.1 The provisions of this Section shall supersede any separate written confidentiality agreement between Provider and the Company concerning the Services provided hereunder. The rights and obligations set forth in this Section are in addition to any federal, state or local statutory, regulatory, or common law rights and obligations the parties may have with respect to its subject matter, including but not limited to the Gramm Leach Bliley Act pertaining to nonpublic personal information, the Health Insurance Portability and Accountability Act pertaining to protected health information, and any regulations promulgated as a result of such acts, and laws pertaining to trade secrets. Such private information or trade secrets disclosed will be maintained by the receiving Party as private or secret, as the case may be, in a secure manner and for as long as required by applicable law.


9.2 Each Party acknowledges that, in connection with any Services being provided hereunder, it may receive, obtain, become aware of or have access to certain confidential and proprietary information, which is the property of the other Party or has been disclosed to such other Party by a third party in confidence.  The receiving Party recognizes that such information is a valuable and unique asset of the disclosing Party and agrees to maintain, and shall cause its personnel to maintain, the confidentiality of such information during the duration of this Agreement for five (5) years or agreed upon time frame following the expiration of the Statement of Work.


9.3 The receiving Party shall use reasonable care to safeguard such information and to prevent the unauthorized use or disclosure thereof, which care shall not be less than that used by the receiving Party to protect its own confidential and proprietary information.  


9.4 For purposes of this Agreement, the confidential and proprietary information of each Party is deemed to include, without limitation, the following (collectively referred to herein as the "Confidential Material"):

(i) Personal Data as defined herein, and the Immigration Reform and Control Act of 1986, as amended, and the regulations adopted thereunder.

(ii) all information concerning the Party's or its affiliates' or its customers' or clients', policies, procedures, practices, business methods, business data, financial and other business information, plans, strategies, proposals, charts, drawings, reports, system(s) configuration(s), source/object code of system or application software (including design specifications, technical notes, flow charts and documentation relating thereto and whether or not developed by such Party or its affiliates and whether or not being used by such Party or its affiliates pursuant to a license agreement with a third party);

(iii) the circumstances surrounding the relationship with, knowledge of, or information about customers or clients, their customers, and/or accounts of the Party and its affiliates, including any customer or client lists; and

(iv) all other information about the Party, its affiliates, and its customers or clients which has not been disclosed in publicly accessible documents filed with state or federal governmental agencies or otherwise publicly disseminated.


9.5 The receiving Party shall use all Confidential Material received from the disclosing Party solely for the purpose of facilitating the performance of the Services being provided under this Agreement. The receiving Party agrees that, except as permitted hereunder or as authorized in writing by the disclosing Party, it, and any of its personnel to whom Confidential Materials have been disclosed, will not, at any time during the duration of this Agreement, either directly or indirectly, disclose the Confidential Material to any third party whatsoever, or, permit any third party whatsoever to examine and/or make copies of any Confidential Material, except to third parties who have a need to know such Confidential Material solely for the purpose of facilitating the performance of the Services being provided hereunder and who have agreed to be bound by the confidentiality obligations described herein.


9.6 The obligations of confidentiality stated herein shall not apply to any information that:

(i) is or becomes available to the public, other than as a result of an impermissible disclosure by the receiving Party,

(ii) was or becomes available lawfully to the receiving Party from a source other than the disclosing Party, which, to the receiving Party's knowledge, is not subject to a confidentiality obligation,

(iii) was developed independently by the receiving Party prior to disclosure by the disclosing Party, as demonstrated by the receiving Party's records, or,

(iv) is required to be disclosed by law, regulation, court or regulatory agency action. The provisions of this Section shall survive termination of this Agreement.


9.7 The Parties acknowledge and agree that the disclosure of Confidential Material in violation of this Agreement will cause irreparable harm to the disclosing Party for which monetary damages alone would not be an adequate remedy. Without prejudice to the rights and remedies otherwise available to the disclosing Party, the receiving Party agrees that the disclosing Party shall be entitled to seek equitable relief by way of injunction, or otherwise, if the receiving Party breaches or threatens to breach any of the provisions of this Section.


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  1. TERMINATION


10.1 In the event either Party has failed to take reasonable steps to cure an alleged material breach of this Agreement within twenty (20) days, or, such shorter period if circumstances reasonably warrant, after receipt of written notice thereof from the other, or the breach is such that it is incapable of cure, the non-breaching Party shall have the right to terminate this Agreement immediately upon written notice to the other.


10.2 Either Party may terminate this Agreement immediately by written notice to the other Party, upon the occurrence of any of the following: the filing of a petition of bankruptcy, declaration of insolvency, dissolution, or winding up of the other Party or a change of control or ownership of the other Party.


10.3 Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of any fraud, misrepresentation, theft or misappropriation by such other Party.


10.4 Termination of this Agreement for the reasons stated in sub-paragraphs 4.1 through 4.3 (Intellectual Property Rights) above shall be deemed terminations for cause.


10.6 Termination of this Agreement for cause shall, at terminating party's option, have the effect of immediately terminating any work still in progress at the time of such termination. Upon the termination of any Statement of Work pursuant to this sub-paragraph, Provider shall be obligated to refund all fees paid by the Company for any Services that have not yet been performed and the Company shall be obligated to pay all fees for any Services performed through the date of termination, all of which shall be payable within thirty (30) days of such termination.


10.7 Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice.


10.8 Termination of this Agreement without cause shall not affect any Statement of Work still in progress at the time of such termination and the provisions of this Agreement shall remain in full force and effect with respect to such Statement of Work only.



  1. INDEMNIFICATION


11.1 The Company agrees to indemnify and hold the Provider, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims, or expenses (including attorneys’ fees), made against the Provider by any third party, including regulatory agencies, in any demand, action and or other proceeding, due to or arising out of or in connection with the Company’s use of the Site/Service/Apps, its violation of this Agreement or rights of another user, and or any content the Company makes available through the use of the Site/Service/Apps.


11.2 For the avoidance of doubt, this section shall survive the termination of this Agreement.


  1. LIMITATION OF LIABILITY


12.1 Except where prohibited by law, in no event will the Provider, its affiliates, or any of its directors, members, managers, officers, employees, agents or third-party licensors be liable to the Company for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if the Provider has been advised of the possibility of such damages.


12.2 This limitation of liability applies whether the alleged liability is based on contract, negligence, recklessness, professional negligence, tort, strict liability, or any other basis or legal theory. Such limitation of liability shall apply whether or not the damages arise directly or indirectly from:

(i) the use or misuse of, or reliance upon, the Site/Service/Apps;

(ii) the inability to use the Site/Service/Apps for any reason, including, without limitation, from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or any failure of performance not limited to acts of God, communication failure, theft, or destruction;  

 (iii) the interruption, suspension, or termination of the Site/Service/Apps; or

(iv) the deletion and or corruption of any data, information, documents, files and or any other materials stored on a server owned or under our control or in any way connected to the Site/Service/Apps. Such limitation on liability shall apply notwithstanding any failure of essential purpose of any remedy and to the fullest extent permitted by law.


12.3 If, notwithstanding the other provisions of this Agreement, the Provider is found to be liable to the Company for any damage or loss which arises out of or is in any way connected with the Company’s use of the Site/Service/Apps, the Provider’s liability shall in no event exceed the total value of all orders the Company may have placed and paid for with the Provider through the Site/Service/Apps. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply.

 

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  1. BREACH NOTIFICATION


13.1 The Provider shall notify the Company of any unauthorized disclosure, access to or misuse of Confidential Material (a "Data Breach") as soon as reasonably possible after discovery of the Data Breach but not greater than within two (2) business days. The Provider shall not notify any Third Parties of the involvement of the Company's Personal Data in the Data Breach other than the Company, without the Company's prior permission, unless required by law.


13.2 In the event that the Provider is required to report a Data Breach to any governmental or regulatory agency, whether under any federal, state or local law, including, but not limited to, any applicable privacy laws, the Provider agrees to report such breach to the Company no later than simultaneously with the Provider’s reporting of such breach to the appropriate governmental or regulatory agency. Such report shall include, but is not limited to:

(i) the steps taken to investigate and mitigate the effects of the Data Breach,

(ii) the nature of the breach, and

(iii) the data accessed, used or disclosed. The Provider acknowledges and agrees that any investigation and remediation activities associated with a Data Breach shall be in accordance with applicable laws, regulations, industry standards, and industry best practices.


13.3 Upon request, the Provider shall provide the Company with a summary report of its investigation and remediation activities.



  1. MISCELLANEOUS PROVISIONS


14.1 The Parties agree that any notices or communications required under this Agreement shall be made in writing to:

 

Schedule It, LLC.

400 Ring Rd., Suite #176 Elizabethtown, KY 42701

Attn: Client Relations

 


14.3 The Company may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Provider. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Company of any of its obligations under this Agreement.


14.4 Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Provider and the Company, outside of what is expressly agreed upon in this Agreement.


14.5 This agreement will be governed by the laws of the Commonwealth of Kentucky. Any agreement that violates the laws of the Commonwealth of Kentucky will not void any other section of the agreement.


14.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.


14.7 This Agreement constitutes the entire agreement between the Provider and the Company pertaining to the subject matter of this Agreement. In its sole discretion, the Provider may seek to modify this Agreement and conditions by notifying the Company in writing and requesting that this Agreement be renewed.


14.8 The parties represent that they have read and understand the terms and conditions of this Agreement and acknowledge and agree that any construction of this Agreement shall not be made against the drafter of the Agreement.


14.9 The parties agree that in the event there is any inconsistency or discrepancy between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall govern, except if the Work Order expressly states that its terms shall govern in the event of any inconsistency.


NO CLAIM ADJUSTER, OWNER, THIRD PARTY, VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALESPERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THESE TERMS OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THESE TERMS.




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