1. SERVICES AND PROJECT – SDI provides services including design, programming, testing, sales, hosting, annual maintenance services, R&D, and marketing services for websites, apps, and software (collectively, the \"Services\"). As part of the services, SDI shall provide a \"Project\" to the client as agreed by the parties and specified in this contract and any attached SOW(s). Client agrees that any delivery schedules and time estimates depend on a variety of factors, including client feedback and requests, the complexity of the project, third party products and services, payment, and other delays. Client agrees that SDI does not guarantee any total amount of time or timeframe for completion of the project. SDI will use commercially reasonable efforts to perform the services in an efficient and timely manner. SDI does not provide software documentation or training services, unless previously agreed to, and at the sole discretion of SDI for an additional cost. The term \"delivery\" as used throughout the contract shall mean that all functional programming and testing of the project has been completed by SDI and the project has been transferred or can be transferred on client's request, either to a hosting site or directly to the client and is now the sole responsibility of the client.

Client understands and acknowledges that, in order to complete the project, SDI shall act as a consultant, facilitator, and project manager. SDI may use technology contractors, vendors, and companies (\"Third-Party Contractors\") from other countries, including India, to provide services and complete the project. Depending on the scope of the project, Third-Party Contractors may be responsible for building the project which may include websites and/or apps and/or software using some or a combination of the following open source or paid products and services: frameworks, libraries, programming languages, SDKs, APIs, relational databases, non-relational databases, algorithms, micro services, CMS, plugins, extensions, templates, themes, platforms, operating systems, design software, graphics editor, payment systems, analytical systems, cloud computing platforms, version control, source code management systems, ready code, and custom code. Client further agrees that this is a time and materials contract.

2. CHANGE REQUESTS – If either party desires additional or differing work from what is outlined in the contract, including any work with third parties (such as for testing or review), or if work was not feasible, it will be considered a \"Change Request\" for which SDI will bill on a time and materials basis, at SDI's standard hourly rates. SDI may also extend the estimated delivery schedule. SDI has the sole discretion to accept or reject any change requests. If a change request alters the scope of the project by more than 20%, in SDI's sole determination, then SDI may submit a new proposal to client, which client may accept or reject but which does not terminate the original contract. Once a change request is confirmed by both parties in writing, including email, it shall become a part of this contract as if set forth herein.

3. CONFIDENTIALITY – In connection with this contract, a party may disclose (\"Disclosing Party\") or make available \"Confidential Information\" (meaning information in any form or medium, whether oral, written, electronic, or otherwise, that the disclosing party considers confidential or proprietary, including, but not limited to, information consisting of or relating to the disclosing party's technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information which the disclosing party has contractual or other confidentiality obligations) to the other party (\"Receiving Party\"). Confidential Information includes any information about SDI's work related to the project until the project is completed and client has fully paid SDI under this contract; in other words, client may not disclose details about the project prior to its completion and full payment. Confidential information does not include information that: (i) is rightfully known by the receiving party at the time of disclosure; (ii) has become publicly known and made generally available through no wrongful act; or (iii) has been rightfully received from a third party who is authorized to make such disclosure. The receiving party shall: (i) only access or use confidential information as necessary to exercise its rights or perform its obligations under and in accordance with this contract; (ii) not disclose or permit access to confidential information other than to third parties who: (A) need to know such confidential information for purposes of the receiving party to exercise its rights or perform its obligations under and in accordance with this contract, third parties may include SDI's employees, agents, vendors, contractors, and subcontractors, including in other countries; (B) have been informed of the confidential nature of the confidential information and the receiving party's obligations under this section; and (C) are bound by written confidentiality and restricted use obligations at least as protective of confidential information as the terms set forth in this section; (iii) safeguard the confidential information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care; and (iv) reasonably ensure that third parties to whom it discloses confidential information are in compliance with this section.

4. OWNERSHIP AND INTELLECTUAL PROPERTY – SDI (or its licensors) shall own all right, title, and interest to the project, including any copyrights, trademarks, and other intellectual property and proprietary content. SDI (or its licensors) reserves all rights regarding its intellectual property and proprietary content. Upon client's compliance with this contract, including payment of all fees, SDI will assign to client any rights and ownership in the project and can transfer related source codes, upon client's request, which shall typically include a license to use the project. For clarity, any project made, created, developed, or maintained by SDI under this contract is the property of SDI (or its licensors) until the client has paid all fees to SDI. SDI will have no obligation to assign ownership, rights, or licenses or deliver source codes to client prior to client paying all fees due under this contract. Further, client understands and agrees that any and all projects are not made from scratch and will utilize frameworks, SDKs, APIs, and/or software, for e.g., amongst others, PHP, Laravel, Swift, Kotlin, JAVA, Python, Perl, .NET, MongoDb, Express.js, Angular.js, Node.JS, REACT.js, React Native, Magento and Wordpress, which are owned by third parties. As outlined herein, SDI does not make any representations or warranties relating to whether the project infringes on a third-party's intellectual property or proprietary rights. After delivery, day-to-day management, maintenance, data entry, launch, and testing of the project is the sole responsibility of the client, unless otherwise expressly agreed to in writing by the parties. SDI is not responsible for the performance of any project or codes after delivery, or upon acceptance or modification by the client. SDI may provide verbal or written instructions on how to use the delivered project; and SDI may put a link on the delivered assets, referencing SDI as the creator. Additionally, client agrees that SDI may display the finalized project in its portfolio and on its websites or other marketing or advertising materials to show examples of SDI's work to other potential clients. Upon termination of this contract and if requested, the other party shall, within thirty (30) days of the date of the termination and request, delete the 'project' in the other party's possession, care, or control, belonging to the requesting party.

5. CUSTOM OR READY-MADE CODE – In completing the project for client, SDI may use custom code and/or ready-made code, in its sole discretion. Client agrees that \"custom\" code is an industry term and does not refer to code made entirely from scratch. In addition to ready-made code, SDI may use ready-made or open source: CMS, frameworks, SDKs, and/or APIs including in conjunction with custom created code. Ready-made code may be used to expedite project development and will be used in SDI's discretion as deemed reasonable for the Project.

6. CLIENT COOPERATION AND CONTENT – Client shall reasonably and timely cooperate with SDI and provide SDI with access to any materials, information, and instructions as SDI, in its reasonable discretion, requires to effectively complete the project. This shall include client making available representative(s) of sufficient seniority to make necessary decisions and approvals that may be relied upon by SDI. Further, client agrees to provide all content and information necessary for SDI to complete the project, including but not limited to images, text, and specifications (\"Client Provided Content\"). Client shall retain all right, title, and interest to its client provided content, including any copyrights, trademarks, and other intellectual property and proprietary content, provided that, client grants to SDI a non-exclusive, fully paid up, and perpetual right and license to use, copy, transmit, modify, and display client provided content to fulfill the obligations under this contract and any attached SOW(s). Client warrants and represents that all client provided content does not infringe upon any third-party intellectual property or other rights. Client assumes full liability and will defend and indemnify SDI against any claims related to client provided content. SDI does not maintain a repository of client provided content and cannot return originals to the client. Upon a written request by client, SDI shall make an effort to destroy client provided content in its possession; however, SDI has no liability for and does not guarantee the return of client provided content.

7. REPRESENTATIONS AND WARRANTIES

Mutual Warranties – Each party represents and warrants to the other party that: (i) such party is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation; and (ii) such party has full corporate power and is duly authorized to enter into, execute, and deliver under this contract.

Client's Warranties – Client represents and warrants that it will, during the term of the contract, comply with this contract, including terms for payment and cooperation, in a professional manner. SDI's Warranties – SDI represents and warrants that it will, during the term of the contract, perform the services relating to the project in a professional manner.

8. INDEMNIFICATION

Client Indemnity – Client will indemnify, defend and hold harmless SDI and SDI's employees, consultants, subcontractors and affiliates from and against any and all claims, proceedings, or losses by a third party arising out of or relating to: (i) any violation or alleged violation of the client's representations and warranties in Section 7 or as otherwise agreed to in this contract; (ii) after delivery of the project, any alterations to the project that infringe or misappropriate such third party's intellectual property rights, (iii) the client's use of the project in an unlawful manner, or (iv) any breach or violation of the contract by client (any of the foregoing circumstances collectively referred to as a \"Client Indemnity Responsibility\").

SDI Indemnity – SDI will indemnify, defend and hold client and client's employees, consultants, subcontractors and affiliates harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys' fees and court costs, (collectively \"Losses\") arising out of: (i) SDI's breach of its obligations under Section 7; or (ii) or SDI's willful misconduct, gross negligence or violation of applicable law. This Section will not apply if the alleged claim arises directly from (i) any use, modification, or alteration of the project infringes the rights of, or has caused harm, to a third party, (ii) a claim which would constitute a violation by client of its representations and warranties, or (iii) any client breach of this contract.

Indemnification Process – The foregoing indemnification obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of such action, (ii) reasonably cooperating and assisting in such defense at the indemnifying party's expense and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

9. DISCLAIMER OF WARRANTIES – THIS SECTION APPLIES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS AND EXCEPT FOR, AND IN ADDITION TO, THE EXPRESS TERMS IN THIS CONTRACT. ALL SERVICES AND PROJECTS ARE PROVIDED \"AS IS\" AND \"AS AVAILABLE,\" AND SDI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, AND TRADE PRACTICE; SDI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROJECT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHERS REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE FREE FROM VIRUSES, MALWARE, BUGS, OR DEFECTS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. SDI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN A PROJECT OR THE OPERATION OF THE PROJECT WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES AND ACCEPTS THAT THE PERFORMANCE OF A PROJECT DEPENDS ON MULTIPLE FACTORS INCLUDING HOSTING ENVIRONMENT, QUALITY OF THIRD-PARTY PRODUCTS/SERVICES, AND OS OR CODE UPDATES/OBSOLESCENCE. SDI MAKES NO WARRANTY OF ANY KIND THAT THE PROJECT WILL NOT INFRINGE UPON OR VIOLATE ANY THIRD-PARTY RIGHTS, INCLUDING TRADEMARK, COPYRIGHT, PATENT, AND OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. THE PROJECT MAY USE THIRD-PARTY LICENSES; SDI MAY NOT HAVE OWNERSHIP RIGHTS TO TRANSFER OWNERSHIP OF PROJECT CONTENTS TO CLIENT. Prior to delivery of the project, SDI may undertake standard virus and malware checks; and client recognizes and agrees that even with such measures in place, SDI cannot guarantee that viruses or malware attacks will not occur. Upon termination of this contract, it is client's responsibility to ensure that the delivered project undergoes continuous checks and protection. Accordingly, SDI shall not be liable, and disclaims all warranties, for any costs, claims, damages, expenses, or liability (including without limitation any consequential loss or damage) arising out of or related to any viruses or malware occurring after delivery of the project. SDI shall not be liable or responsible for any content, activities, or business conducted using client's project after delivery. Each Party is solely responsible for its own tax, legal, and other professional advice as applicable.

10. LIMITATION OF LIABILITY – THIS SECTION APPLIES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS AND EXCEPT FOR, AND IN ADDITION TO, THE EXPRESS TERMS IN THIS CONTRACT. IN NO EVENT SHALL SDI OR ITS PARENT OR SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, OR THIRD-PARTY PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES, SUCCESSORS, REPRESENTATIVES, CONTRACTORS, OR ASSIGNS (COLLECTIVELY FOR THIS SECTION, \"SDI\"), BE LIABLE TO CLIENT OR ITS OWNERS OR AGENTS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ACTUAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR LOSS OF USE, LOST DATA, LOST PROFITS, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, PROJECT, OR ANY SERVICES, REGARDLESS OF NOTICE OTHERWISE. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS CONTRACT, UNDER NO CIRCUMSTANCES SHALL SDI BE LIABLE FOR AN AMOUNT GREATER THAN THE AGGREGATE AMOUNT RECEIVED FROM CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT RELATING TO THE LIABILITY, THE APPLICABLE REFUND AMOUNT, OR FIVE-HUNDRED U.S. DOLLARS ($500), WHICHEVER IS GREATER. If a client requests or approves the project to be transferred to a hosting environment or submitted to any app store for approval or requests for source codes, then client agrees that the delivery of the project has been completed, functionality of the project has been approved and that all testing of the project shall be deemed to be complete and that SDI shall have no further liability. SDI shall not be expected or relied upon to maintain backups of a project after delivery unless the client has purchased hosting space through SDI and the contract specifically outlines SDI's responsibility to backup data.

11. SDI DESIGN AND PROGRAMMING STANDARDS – SDI relies upon an internally created document regarding its design and programming quality standards. This document, known as \"SDI Design and Programming Standards,\" is created by SDI's technical team and is updated regularly as technology changes and improves. Client agrees that different companies use different standards and that it is misplaced to compare the SDI Design and Programming Standards with other third-party standards; the metrics used under this contract are the SDI Design and Programming Standards only. Upon request, SDI will furnish the client with a copy of the document, which constitutes confidential information. If a client requires any specific standards of design or programming that deviate from the SDI Design and Programming Standards, client must provide those standards in detail in writing before SDI begins work on the project. SDI may choose to accept or reject a project in its sole discretion based upon client's standards. If Client requests any changes or variations to SDI's Design and Programming Standards, this request must be made before the start of SDI's work under this contract. In addition, as a part of its design and development services, SDI provides website testing for two (2) internet browsers, current version at the time of development - i.e Chrome on Windows and Safari on MAC, As a part of its app development, SDI tests each app on one device per platform, current version at the time of development. Client can provide SDI with client's choice of browser, device type, and brands for testing (before the project is started, and client may have to provide the devices, which will be returned to client after project completion upon client's request). If client would like a website and/or app to be tested on more browsers/devices or on multiple platforms, an additional fee will be applied. Upon confirmation from the client and receipt of fees, SDI will provide additional testing services.

12. SPECIFIC SERVICES

Domain Name Purchases – If client elects to have SDI purchase or renew a domain name on client's behalf, client agrees to pay SDI for the domain names purchased and/or renewed unless otherwise agreed upon in writing by the parties. Domain names purchased by SDI are the property of SDI until client has paid all related fees. If client requests transfer of a domain name to another registrar or server, SDI shall do so upon receipt of payment from client for all fees and related services. SDI makes no guarantees as to the availability of a client's requested domain. If client fails to pay domain renewal, hosting, or other fees owed to SDI, ownership of the domain will remain with SDI.

Hosting – If client purchases hosting space through SDI, hosting charges shall be billed in advance for one (1) year, unless otherwise agreed upon, from the date of sale. Hosting charges shall be billed recurrently every year unless cancelled by client. Hosting services are provided by an external server or cloud hosting provider, and SDI shall not be held responsible for the performance or uptime/downtime of a client's website, app, or server. SDI is not responsible for backing up the files or database on the websites, software, or apps that it hosts unless previously agreed upon in writing. If client requests SDI to transfer all files to a third-party hosting environment, SDI shall do so upon receipt of all hosting related payments. SDI shall not be liable for any costs, claims, damages, expenses, or liability (including without limitation consequential loss or damage) arising from any loss of data or files, downtime, or unavailability of third-party hosting services.

Apps and SDK – Apps may be developed as native or hybrid or wrapper or progressive web apps. Native apps will be created using the software development kit (\"SDK\") provided by the company for which the app must be compatible, for example Apple Inc. for iPhone/iPad apps and Google Inc. for Android apps. SDI's responsibility is to provide a working app under the current version of the SDK at the time of delivery. Similarly, for hybrid or wrapper apps, SDI will use Frameworks or SDK's or Web SDK's or libraries provided by 3rd party organizations or companies for e.g., amongst others, React Native, Angular, Flutter, Ionic. If Client wishes to make the app compatible with post-delivery versions of the Framework or SDK or libraries, SDI may charge an additional fee to ensure compatibility with the post-delivery versions.

Sales and Marketing – If sales and marketing services are included in the project, client will provide SDI with information and content when required. Client is solely responsible for the quality, guarantee, and performance of client's products and services. If SDI receives complaints about the quality of client's products or services, client accepts full responsibility in resolving such complaints. SDI is only responsible for providing the marketing and sales services and shall not be liable for client's products or services. Client agrees that SDI's sales, marketing, and/or SEO/SMM services are provided without any guarantees for success or performance unless previously expressly agreed otherwise.

Design – If client requires SDI to provide design services and such design is left partly or wholly to the discretion of SDI, then SDI will provide design services in its reasonable abilities. Client should provide clear written instructions on design expectations, if any. SDI's design services will be deemed rendered after providing client with three (3) design iterations, whether or not client provides approval. Client can request SDI to deliver design source files to client in professional design formats such as Photoshop (.psd) upon project completion and receipt of full payment. Further, SDI may use ready-made templates or themes in its discretion if it is deemed necessary and will inform client about the same.

Content Creation – If SDI provides creative content writing and content dissemination services, this will be an additional service by content creation personnel. SDI cannot and will not check the content for any infringement, including related to copyrights, trademarks, and patents, but written content that is created will be original.

Non-SDI Work – If client requests that SDI integrate, modify, or incorporate any work, codes, and/or designs created by a third party (\"Non-SDI Work\"), SDI will not be held responsible for the performance standards, including non-performance, of the Non-SDI Work. In SDI's discretion, SDI may make reasonable efforts to debug and optimize Non-SDI Work within the scope of this contract. If implementation of Non-SDI Work is outside the scope of this contract, client agrees to pay for any additional fees incurred by SDI.

Third-Party Materials and Terms – Client may request the use of third-party services or software (\"Third Party Materials\"), or SDI may suggest, or the parties may agree to, the use of third party materials, such as pre-packaged apps, software, app frameworks, SDK's, web templates, databases, e-commerce store modules, merchant accounts, payment gateways, banking services, advertising modules, ad services, hosting services, API's, or third-party performance of services. SDI is not liable for any issues caused by using third party materials but may in its discretion endeavor to resolve any such issues. If SDI is unable to complete the project as a result of third party materials, SDI will not be held liable. Any costs related to third party materials must be paid directly by client and are outside the SOW, unless otherwise expressly agreed to by the parties. Further, client acknowledges that providing the project may include third parties for ancillary services and that each such third party may have its own terms and conditions for use of its services. Although SDI does not control third parties, client agrees to abide by each third party's terms and conditions as applicable for completion of the project. Any representation or warranty of or concerning any third party materials is strictly between client and the respective third party, and SDI shall not be liable for the same.

Onsite Project – SDI's sales, design, development centers, and its personnel are located in offices all over the world, including the United States, India, and Australia. If client requires SDI to perform a project onsite (at a site of client's choosing), SDI may accommodate such request in SDI's sole discretion. In such an event, SDI may bill onsite hourly charges for personnel's time spent at client's location. In addition to the hourly charge, client shall be billed for traveling, boarding, and lodging expenses accrued in relation to the onsite visits, and client will be billed at cost for any onsite personnel related expenses.

Dedicated Project – If requested, SDI can provide client with a dedicated programmer or designer or marketer to assist with programming or design or sales or SEO or SMM, and testing (\"Dedicated Project\") for a specific period of time - typically month-to-month or as decided between SDI and client (\"Initial Term for Dedicated Project\"). This will be provided strictly as T&M (Time and Materials) service without any guarantees or warranty. Client may renew the term once the initial term for dedicated project has expired. Client will be billed a fixed amount upfront per month per dedicated employee (or as agreed upon by both parties). The assigned SDI employee will reasonably perform all necessary tasks during the contract term. Once the initial term for the dedicated project expires, SDI will hand over all work files to client, if requested, and from then on SDI will not be responsible for the performance, integrity, quality, or security of the project rendered or delivered. Client will have seven (7) days after the initial term of the dedicated project has expired to dispute any related charges. Once the dispute period has passed, the charges are accepted by client and can no longer be disputed. This section may override other terms herein.

Custom Programming and Source Code - If client requires SDI to provide custom programming services (\"Custom Programming\"), SDI will provide programming services in its reasonable abilities. Client and SDI agree that SDI shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the custom programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the custom programming. Client and SDI also agree that the design and development of the project may include source code, documentation, and/or application programs that were previously written or developed by SDI and modified to meet client's specific requirements. SDI shall own all worldwide right, title, and interest in and to the source code, but shall provide client (upon payment in full of the fees associated with the design and development of the project) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Source Code.

Software Documentation - SDI does not provide any software documentation. If the client requires documentation then SDI can provide an additional cost and build the documentation as an additional project.

Training - SDI does not provide any Training. If the client requires training then SDI can provide an additional cost for remote online training for the Project.

13. CLIENT'S PAYMENT OF FEES – Client shall timely pay all amounts due to SDI under this contract. Rates and charges for the services and project are as set forth in the SOW(s) and will be based on a time and material basis at SDI's standard hourly rates of $40/hour (unless otherwise agreed to by the parties in writing). SDI may provide estimates on a time and materials basis based on client's representations and the anticipated project. Estimates may vary, up to 10% in twelve (12) months, based on a variety of factors including if there are any change requests as defined in section 3. Billing rates are subject to reasonable change at the reasonable discretion of SDI upon thirty (30) days' written notice to client. As part of the applicable fees, client shall be responsible for paying all reasonable out-of-pocket costs and expenses relating to the project. SDI may, but is not required, provide client with separate invoices. SDI will start incurring charges as soon as the contract is submitted due to allocation of resources and services. As outlined below, at least 50% of all fees will be retained by SDI even if no work on the project has been started, which represents a cancellation fee to compensate SDI for expenses and services. Client agrees that SDI has made no promises about the total amount of fees under this contract, regardless of any estimates. If client fails to make any payment when due then, in addition to all other remedies that may be available, client shall pay interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law. If such failure continues for more than thirty (30) days, SDI may suspend performance of the project or terminate this contract until all past due amounts and interest thereon has been paid, without incurring any obligation or liability to client. Client shall pay all reasonable attorney's fees and costs incurred in collecting fees or amounts due. SDI may offset fees or other amounts due against amounts received from or held for client. If client disputes any amount due, it must submit written notice of the dispute(s) to SDI in writing within thirty (30) days of the date the dispute first arose, or client voluntarily waives the dispute(s). Each Party shall be solely responsible for its respective tax liability. Client shall be liable for all taxes applicable to any products or services purchased from SDI pursuant to this agreement. SDI's price includes only those taxes and the amount specifically identified in any pricing schedules or insertion orders. Client shall be liable for any other taxes that may be levied on the goods and services provided under this agreement (or the use thereof) and for any increases of the taxes identified in any pricing schedule or insertion orders.

14. PARTIAL REFUND POLICY – Limited refunds will be issued on accounts terminated within sixty (60) days of the Effective date, if prior to the completion of the project, as follows: 50% of fees will be retained by SDI even if no work on the project has been started. 75% of fees will be retained by SDI if partial work on the project has been presented to client. NO REFUND will be issued if client cancels or terminates this contract after sixty (60) days from the effective date or if the project has been completed or delivered.

Bug Resolution for 180 Days – The project may contain bugs. Upon notification of the existence of bugs or other issues within one-hundred eighty (180) days of delivery of the project to Client, SDI will make all reasonable efforts to resolve any issue(s) concerning bugs with reasonable skill and care in accordance with normal industry standards. If notification is not received within the one-hundred eighty (180) day window, the project shall be deemed to conform entirely with the specifications described in the SOW.

Acceptance Process – Unless provided otherwise in the contract or any attached SOW(s), client will have forty five (45) days following the delivery of the project in which to evaluate its performance and provide SDI with written notice of acceptance or rejection of the project. Client may only reject the project based on its failure to conform to the specifications contained in the contract or any attached SOW(s).

Project Abandonment – If, after 60 days of repeated attempts to begin, continue, or finalize the delivery of the project, client fails to respond or participate, or becomes otherwise unresponsive to SDI's communication attempts the project may, in SDI's discretion, be considered abandoned. If client has abandoned the project as defined above, then 100% of fees will be retained.

15. TERM & TERMINATION

Term – This contract will commence on the effective date and will continue until the earlier of: (i) final completion of the project under the last applicable SOW entered into between the parties; (ii) termination as authorized by this section or this contract; or (iii) either party filing a voluntary petition for bankruptcy. In the event of any termination, sections 2-4, 6-14, 16-20 shall survive, client shall pay all fees owed to SDI, and, only upon full payment, shall SDI transfer the project to client, whether completed or not.

Termination – SDI may immediately terminate this contract for cause if client violates or attempts to violate this contract or any applicable laws after fourteen (14) days' written notice to client by SDI, which may be by email. Client may, in its sole discretion and for any reason, terminate this contract upon fourteen (14) days' written notice to SDI, provided that client shall pay all fees due under the contract, and any refunds shall be limited as outlined in section 14.

16. DISPUTE RESOLUTION

Arbitration – The parties agree that any and all \"Claim(s)\" (meaning any dispute between the parties or their owners or agents, who shall be third-party beneficiaries of this provision, arising out of, related to, or in connection with this contract, the project, or the parties) must be resolved exclusively through final and binding arbitration, rather than in court, after attempting to resolve any claims first through informal negotiation for at least thirty (30) days. There is no judge or jury in arbitration. One arbitrator will resolve all claims, including any disputes arising out of or related to the interpretation, applicability, enforceability, or formation of this contract, including any claim that this requirement to arbitrate is void or voidable. The arbitrator's award will be final and binding, and a judgment on the arbitrator's award may be entered by a court. The arbitration will be conducted by the American Arbitration Association (\"AAA\") under its rules, available at www.adr.org. The parties agree to begin any arbitration by submitting a Demand for Arbitration to the AAA. This agreement to arbitrate will not preclude any action or proceeding for temporary or permanent injunctive relief in aid of arbitration or any cross-complaint in an existing action. Payment of all arbitration fees will be governed by the AAA's rules. The parties shall work together for a period of ten (10) days to select an arbitrator. If the parties cannot agree, the arbitrator shall be selected in the sole discretion of the American Arbitration Association administrator. The selected arbitrator must be a licensed attorney with at least ten (10) years of experience practicing law and at least five (5) years of experience negotiating technology contracts or litigating technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of California sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of California or any other applicable law.

Class Action Waiver – THE PARTIES MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS WAIVER IS A MATERIAL PROVISION OF THIS CONTRACT. UNLESS YOU AND SDI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. Governing Law and Location – The parties agree that this contract and any claims shall be exclusively governed by and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, exclusive of conflict or choice of law rules. The location of the arbitration shall be in Santa Clara, California, provided that either party may choose to have the arbitration conducted by telephone, video conference or written submissions.

17. INDEPENDENT CONTRACTOR – This contract does not constitute a hiring by either party or create any employee, partner, agent, or joint venture relationship. SDI is an independent contractor and shall retain sole and absolute discretion in the manner and means of carrying out the project. All persons hired by SDI to assist in performing the project shall be the employees, contractors, or subcontractors of SDI unless indicated otherwise. SDI has multiple offices and partners in different countries. Based on the type and complexity of work, SDI reserves the right to subcontract the project or assign the ongoing servicing and/or hosting of the project and/or this contract to one of its subcontractors or independent vendors, provided the transfer of work to a subcontractor and/or independent vendor does not affect client's rights under this contract. The parties understand that this is a non-exclusive agreement and that SDI has other clients.

18. NO SOLICITATION – During the term of this contract and for a period of one (1) year following termination hereof, the parties each agree that they (including any of their respective representatives working directly with the other party under this contract) will not directly or indirectly solicit to employ or employ any of the employees or independent contractors of the other party or its affiliates who has worked on the project without first obtaining the prior written consent of the other party. Nothing in this section shall prohibit the parties from the use of a general solicitation in a publication or by other means.

19. RIGHT TO CONTRACT – SDI reserves the right to contract with other parties for work similar to that being performed under the contract. Client acknowledges that SDI provides business consulting services to other clients, and agrees, subject to SDI's confidentiality obligations hereunder, that nothing in this contract shall be deemed or construed to prevent SDI from carrying on such business. In addition, client agrees that as part of SDI's provision of the services hereunder, SDI may utilize proprietary works of authorship that have not been created specifically for client, including without limitation, software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by SDI or by third parties under contract to SDI (all of the foregoing, collectively, \"SDI's Information\"), and SDI's information and SDI's administrative communications, records, files and working papers relating to the Services are and shall remain the sole and exclusive property of SDI. SDI provides services to many clients worldwide and client understands that SDI may currently be working on one or more similar projects for other clients and may build/use code that may have similarities to this project. Those projects shall not constitute a violation of this contract.

20. MISCELLANEOUS

Entire Agreement – This contract, including any incorporated SOW, contains the entire agreement of the parties with respect to the subject matter of this contract and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Except as may be expressly provided for in this contract, this contract may not be amended, except by a writing signed by both parties. Capitalized terms used but not defined in this document shall have the same meaning as in the SOW and vice versa; if there is a direct conflict between this document and the SOW, the SOW shall govern.

Severability – If any provision, or portion thereof, of this contract is found to be invalid, unlawful, or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this contract. If the parties fail to agree, such provision, or portion thereof, will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by law, and to the extent this contract is severable.

Counterparts – The contract and related documents may be executed and delivered in counterparts by email or facsimile, with each executed and delivered counterpart as an original, and such counterparts, together, constituting one and the same instrument.

Waiver – Any waiver of the provisions of this contract or of a party's rights or remedies under this contract must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this contract or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this contract and will not in any way affect the validity of the whole or any part of this contract or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this contract will preclude the enforcement by such party of any other right or remedy under this contract or that such party is entitled to enforce.

Assignment – Client may not assign, delegate, or otherwise transfer this contract or any of its rights or obligations hereunder, without SDI's prior written consent which may be withheld or granted in SDI's sole discretion; any attempt to do so without such approval will be void. SDI may assign, delegate, and otherwise transfer this contract or any of its rights or obligations hereunder, in its sole reasonable discretion, including to any affiliated companies or new DBAs, provided that client maintains its rights under this contract.

Force Majeure – Neither party shall be liable for delays or nonperformance of this contract (other than an obligation to pay fees or other money) occasioned by fire, casualty, explosion, lightning, accident, strike, lockout, labor unrest, labor dispute, war, armed conflict, civil disturbance, riot, Act of God, pandemic, delay of common carrier, the enactment, issuance, or application of any law, local by-law, regulation, or executive, administrative, or judicial order, acts of any governmental authority, or any other cause or occurrence beyond the reasonable control of the affected party (a \"Force Majeure\").

Notice – Any notice required or permitted under the terms of this contract or required by law must be in writing in english and must be: (i) sent by mail; and (ii) sent by email to the email address identified in this contract, provided that the sender does not receive a message that the email was not delivered and that either party may change its email address for notice by providing reasonable notice to the other party. Notices will be considered to have been given at the time of actual receipt of mail and five (5) days after email has been sent unless there is a notification of non-delivery. Notice to client may be sent to the contact information outlined on the first page of this contract. Notice to SDI must be sent to the following, and SDI may be contacted on business days (Monday to Friday) from 9:30 am to 3:30 pm Pacific Standard Time: Attn: Software Developers Inc., 20665 4th Street, Suite 204, Saratoga, California 95070, Email: team@sdi.la, Tel. (408) 647-2206.