These Terms and Conditions (these “Terms”), together with the Service Agreement entered into by Customer (the “Service Agreement”), constitute a binding agreement (this “Agreement”) effective as of the Effective Date set forth on the Service Agreement by and between CallForce, LLC, DBA Reach a Utah limited liability company (“Reach”); and the person or entity named as customer on the Service Agreement (“Customer,” and together with Reach, the “Parties”, and each a “Party”).

WHEREAS Reach provides its customers with access to the services of specialized service providers, as well as related human resources and other related services in connection with such Consultants (“Services”); and

WHEREAS Customer desires to obtain such Services from Reach, and Reach is willing to provide such Services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Reach and Customer agree as follows:

1. Services.

1.1. Service Agreement. During the term of this Agreement, in addition to the specific services described in these Terms, Reach shall provide Services to Customer in the form of access to the services of one or more specialized service providers as identified in the Service Agreement (each, a “Consultant”). In the event of any inconsistency between the Service Agreement and these Terms, the terms of the Service Agreement shall prevail to the extent of such inconsistency.

1.2. Management of Services. Customer will manage the specific services provided and work performed by each Consultant from time to time in accordance with the Service Agreement. Customer may make reasonable changes to the Service Agreement, subject to the prior written approval of Reach. Reach may, in its sole and absolute discretion, withhold or refuse approval of any requested change to the Service Agreement.

1.3. Engagement of Consultants. Each Consultant identified in the Service Agreement and assigned to provide services to Customer will be engaged by Reach in compliance with applicable local laws.

2. Obligations of the Parties.

2.1. Reach Obligations. Reach shall:

2.1.1. Recruit, screen, engage, and assign each Consultant identified in the Service Agreement to remotely perform for Customer the services described in the Service Agreement;

2.1.2. Pay Consultants wages or other compensation and provide other benefits as Reach deems appropriate;

2.1.3. Ensure Consultants are hired or otherwise engaged by Reach in compliance with applicable laws and regulations;

2.1.4. Require Consultants to agree in writing, in accordance with applicable laws and regulations, (a) to assign all Deliverables (as defined below) to Reach; and (b) maintain the confidentiality of any confidential information of Customer.

2.2. Customer Obligations. Customer shall:

2.2.1. Be solely responsible for supervision of Consultants as they are providing services to Customer or for the benefit of Customer;

2.2.2. Be solely responsible for all required training of Consultants under federal, state, and local laws, including those regarding anti-harassment, anti-retaliation, anti-discrimination, workplace safety training, and any other applicable laws;

2.2.3. Maintain anti-harassment, anti-retaliation, and anti-discrimination policies, and appropriate complaint procedures;

2.2.4. Provide all cooperation and assistance Reach reasonably requests to enable Reach to exercise its rights or perform its obligations under this Agreement; and

2.2.5. Be solely responsible for providing each Consultant with any equipment, software, or other materials necessary for such Consultant to provide the services  described in the Service Agreement (“Equipment”), or ensuring that the Equipment provided and/or user by such Consultant complies with Customer’s requirements, including, without limitation, security standards. For the avoidance of doubt, unless expressly agreed upon in writing, Reach does not provide Equipment to Consultants or security services with respect to Equipment used by Consultants.

Reach is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3. Fees and Expenses.

3.1. Fees. In consideration of the provision of the Services by Reach and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the Service Agreement, including overtime payments, where applicable. Payment to Reach of such fees and any reimbursement of expenses or payment of other amounts pursuant to this Section 3 shall constitute payment in full for the provision of the Services. Reach may increase the fees due hereunder at any time in its sole discretion, provided that it provides written notice to Customer at least forty-five (45) calendar days before the effective date of the fee increase. Customer’s continued use of the Services following the effective date of any such fee increase means that Customer accepts and agrees to the fee increase.

3.2. Expenses; Other Payments. Customer shall reimburse Reach for any additional amounts paid to a Consultant at Customer’s request, including but not limited to commissions, bonuses, or equipment payments. Such amounts shall be subject to a three-and-a-half percent (3.5%) processing fee.

3.3. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Reach’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

3.4. Payments. All fees and other amounts due hereunder will be due monthly in advance and will be charged automatically to the credit card or ACH provided by Customer and on file with Reach.

3.4.1. During the term of this Agreement, Customer authorizes Reach (or its authorized agent) to automatically collect all fees, taxes, and other amounts due hereunder, using any credit card or ACH Reach has on record for Customer.

3.4.2. Customer shall be responsible for ensuring that its payment information on file with Reach is current and valid. If any payment method on file is declined for payment of any amounts due hereunder, all unpaid amounts shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Reach for all costs incurred in collecting any unpaid amounts, including, without limitation, attorneys’ fees.

3.4.3. In addition to all other remedies available under this Agreement or at law (which Reach does not waive by the exercise of any rights hereunder), Reach shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof.

4. Limited Warranty.

4.1. Limited Warranty; Remedy for Breach. Reach warrants that each Consultant will have the required skill, experience, and qualifications to provide the agreed upon services to Customer, and will be capable of providing such services in a timely, workmanlike, and professional manner. Reach’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be to notify Reach within two (2) days of discovering the breach, and Reach will replace the Consultant as soon as practicable.

4.2. Disclaimer of Additional Warranties. REACH MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 4.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. FOR AVOIDANCE OF DOUBT, AND WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT REACH MAKES DOES NOT WARRANT OR GUARANTEE THE CONDUCT OF ANY CONSULTANT, AND THAT IN NO EVENT WILL REACH BE LIABLE TO CUSTOMER FOR THE ACTS OR OMISSIONS OF ANY CONSULTANT, INCLUDING BUT NOT LIMITED TO A CONSULTANT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

5. Intellectual Property.

5.1. Deliverables. Except as set forth in Section 5.2, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are prepared for Customer under this Agreement by a Consultant or otherwise by or on behalf of Reach in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Customer. Reach agrees, and shall cause each Consultant to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Customer. To the extent that any of the Deliverables do not constitute a “work made for hire,” Reach hereby irrevocably assigns, and shall cause the applicable Consultant to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Reach shall cause each Consultant to irrevocably waive, to the extent permitted by applicable law, any and all claims such Consultant may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.

5.2. Pre-Existing Materials. Reach and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to all documents, data, know-how, methodologies, software, and other materials provided by or used by Reach in connection with performing the Services, in each case developed or acquired by Reach prior to the commencement or independently of this Agreement (“Pre-Existing Materials”), including all Intellectual Property Rights therein. Reach hereby grants Customer a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in accordance with Section 15), non-sublicenseable, worldwide license to use any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables for any and all purposes. All other rights in and to the Pre-Existing Materials are expressly reserved by Reach.

5.3. Customer Materials.

5.3.1. “Customer Materials” means all documents, data, know-how, methodologies, software, and other materials Customer provides to Reach for use in providing the Services.

5.3.2 Customer shall obtain and maintain all necessary licenses and consents and comply with all applicable laws and regulations with respect to all Customer Materials.Customer warrants to Reach that neither the Customer Materials nor Reach’s use there of pursuant to this Agreement infringes or will infringe any Intellectual Property Rights of any third party.

5.3.3. Customer shall defend, indemnify, and hold harmless Reach and Reach’s affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder (“Losses”) arising out of or resulting from Customer’s breach of Section 5.3.2 or violation of the warranty therein; provided, however, that Customer shall have no obligations under this Section 5.3.3 with respect toLosses to the extent such Losses arising out of Reach’s breach of these Terms.

6. Confidentiality.

6.1. Confidential Information. From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party, whether disclosed orally or in writing or other tangible form, and whether or not labeled or otherwise designated as “confidential” (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 6; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.

6.2. Obligations.

6.2.1. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

For purposes of this Section 6 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors.

6.2.2. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

6.2.3. Upon termination of the Agreement for any reason, each Party shall return to the other Party or destroy all documents and tangible materials (and any copies, physical or electronic) containing, reflecting, incorporating or based on the other Party’s Confidential Information and, upon request of the other Party, certify in writing that it has done so.

7. Term, Termination, and Survival.

7.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue on a month-to-month basis until terminated by either Party pursuant to this Section 7.

7.2. Termination for Default. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:

7.2.1. Breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach.

7.2.2. Becomes insolvent or admits its inability to pay its debts generally as they become due.

7.2.3. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law.

7.2.4. Is dissolved or liquidated or takes any corporate or equivalent action for such purpose.

7.2.5. Makes a general assignment for the benefit of creditors.

7.2.6. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.3. Failure to Pay. Notwithstanding anything to the contrary in Section 7.2.1, and without limiting Reach’s rights under Section 3.4. Reach may terminate this Agreement immediately on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for ten (10) days after Customer’s receipt of written notice of nonpayment; or (b)  more than one (1) time in any twelve (12) month period.

7.4. Termination for Convenience. Either Party, in its sole discretion, may terminate this Agreement at any time, without cause, by providing at least thirty (30) days' prior written notice to the other Party. Any termination pursuant to this Section 7.4 shall be effective on the last day of the billing period following such thirty (30) day notice period.

7.5. Effect of Termination. The termination of this Agreement for any reason shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that (a) has already accrued hereunder; (b) comes into effect due to the termination of the Agreement; or (c) otherwise survives the termination of this Agreement.

7.6. Survival. The rights and obligations of the Parties set forth in this Section 7.6 and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement.

8. Non-Solicitation.

8.1. Non-Solicitation of Consultants. Customer understands and acknowledges that Reach has expended and continues to expend significant time and expense in recruiting and training Consultants and other personnel (collectively, “Team Personnel”) and that the loss of Team Personnel would cause significant and irreparable harm to Reach. Customer agrees and covenants not to directly or indirectly solicit, hire, or recruit for its own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit, any Team Personnel, or induce any Team Personnel to terminate their engagement by Reach during the term of this Agreement and for one (1) year immediately following the termination of this Agreement, regardless of the reason for such termination. This non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media.

8.2. Liquidated Damages. If the Customer breaches its obligations under Section 8.1, (a “Hiring Breach”), Customer shall pay to Reach an amount equal to eighteen (18) times the amount paid by Customer to Reach each month for the Services provided by each Consultant affected by the Hiring Breach (the “Liquidated Damages”). The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that the harm to Reach caused by a Hiring Breach would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Hiring Breach. Customer’s payment of the Liquidated Damages shall not affect or limit Reach’s right to terminate this Agreement pursuant to Section 7.2.

9. Limitation of Liability. IN NO EVENT SHALL REACH BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT REACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL REACH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO REACH PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between these Terms and the terms and conditions of the Service Agreement, these Terms shall supersede and control.

11. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth on the Service Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section 11). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 11.

12. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.

13. Amendments. Reach may revise and update these Terms from time to time in its sole discretion, provided that it provides written notice to Customer at least forty-five (45) calendar days before the effective date of the change. Customer’s continued use of the Services following the effective date of any such change means that Customer accepts and agrees to the change. Except as expressly set forth in this Section 13 or in Section 3.1, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

14. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Reach. Any purported assignment or delegation in violation of this Section 15 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Reach may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Reach’s assets without Customer’s consent.

16. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

17. Relationship of the Parties. The relationship between the Parties is that of independent contractors. 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 Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

18. No Third-Party Beneficiaries. This Agreement benefits solely the Parties and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

19. Choice of Law; Forum. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Utah, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. Each Party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement solely in the federal or state courts in each case located in Salt Lake City, Utah. Each Party hereby irrevocably and unconditionally: (a) consents and submits to the exclusive jurisdiction of the aforementioned courts; (b) and waives any objection to that choice of forum based on venue or to the effect that the forum is not convenient; and (c) waives personal service of any summons, complaint, or other process, which may be made by any other means permitted by Utah law.

20. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

21. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 10, a signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

22. Force Majeure. Reach shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Reach including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic or epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of fifteen (15) days, Customer shall be entitled to give notice in writing to Reach to terminate this Agreement.

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