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2237531/5/13399.000 <br />Exhibit A <br /> <br />Terms and Conditions <br /> <br />Any capitalized terms not defined in these Terms and Conditions shall have the meaning assigned to it in that certain Letter Agreement <br />attached hereto by and between Brycer, LLC and Client (the “Agreement). <br /> <br />1. Restrictions on Use. Client shall not copy, distribute, create derivative <br />works of or modify the Solution in any way. Client agrees that: (a) it <br />shall only permit its officers and employees (collectively, the <br />“Authorized Users”) to use the Solution for the benefit of Client; (b) it <br />shall use commercially reasonable efforts to prevent the unauthorized <br />use or disclosure of the Solution; (c) it shall not sell, resell, rent or lease <br />the Solution; (d) it shall not use the Solution to store or transmit <br />infringing or otherwise unlawful or tortious material, or to store or <br />transmit material in violation of third party rights; (e) it shall not <br />interfere with or disrupt the integrity or performance of the Solution or <br />third-party data contained therein; (f) it shall not reverse engineer, <br />translate, disassemble, decompile or otherwise attempt to create any <br />source code which is derived from the Solution (g) it shall not permit <br />anyone other than the Authorized Users to view or use the Solution and <br />any screen shots of the Solution and (h) it shall not disclose the features <br />of the Solution to anyone other than the Authorized Users. Client is <br />responsible for all actions taken by the Authorized Users in connection <br />with the Solution. <br /> <br />2. Proprietary Rights. All right, title and interest in and to the Solution, <br />the features of the Solution and images of the Solution as well any and <br />all derivative works or modifications thereof (the “Derivative Works”), <br />and any accompanying documentation, manuals or other materials <br />used or supplied under this Agreement or with respect to the Solution <br />or Derivative Works (the “Documentation”), and any reproductions <br />works made thereof, remain with Brycer. Client shall not remove any <br />product identification or notices of such proprietary rights from the <br />Solution. Client acknowledges and agrees that, except for the limited <br />use rights established hereunder, Client has no right, title or interest in <br />the Solution, the Derivative Works or the Documentation. <br /> <br />3. Independent Contractor. Nothing in the Agreement may be construed <br />or interpreted as constituting either party hereto as the agent, principal, <br />employee or joint venturer of the other. Each of Client and Brycer is <br />an independent contractor. Neither may assume, either directly or <br />indirectly, any liability of or for the other party. Neither party has the <br />authority to bind or obligate the other party and neither party may <br />represent that it has such authority. <br /> <br />4. Reservation of Rights. Brycer reserves the right, in its sole discretion <br />and with prior notice to Client, to discontinue, add, adapt, or otherwise <br />modify any design or specification of the Solution and/or Brycer’s <br />policies, procedures, and requirements specified or related hereto. All <br />rights not expressly granted to Client are reserved to Brycer, including <br />the right to provide all or any part of the Solution to other parties. <br /> <br />5. Use of Logos. During the term of this Agreement, Brycer shall have <br />the right to use Client’s logos for the purpose of providing the Solution <br />to Client. <br /> <br />6. Confidential Information. Brycer and Client acknowledge and agree <br />that in providing the Solution, Brycer and Client, as the case may be, <br />may disclose to the other party certain confidential, proprietary trade <br />secret information ("Confidential Information"). Confidential <br />Information may include, but is not limited to, the Solution, computer <br />programs, flowcharts, diagrams, manuals, schematics, development <br />tools, specifications, design documents, marketing information, <br />financial information or business plans. Each party agrees that it will <br />not, without the express prior written consent of the other party, <br />disclose any Confidential Information or any part thereof to any third <br />party. Notwithstanding the foregoing, the parties acknowledge that <br />Client and Brycer shall be permitted to comply with any all federal and <br />state laws concerning disclosure provided that any such required <br />disclosure will not include any of Brycer’s screen shots. The disclosing <br />party shall provide prior written notice of any required disclosure of <br />the nondisclosing party’s Confidential Information to the <br />nondisclosing party and shall disclose only the information that is <br />required to be disclosed by law. In the event that Client requests from <br />Brycer any reports or other information for purposes of complying with <br />federal and state disclosure laws, Brycer shall provide such information <br />within five business day following such request. Confidential <br />Information excludes information: (a) that is or becomes generally <br />available to the public through no fault of the receiving party; (b) that <br />is rightfully received by the receiving party from a third party without <br />limitation as to its use; or (c) that is independently developed by <br />receiving party without use of any Confidential Information. At the <br />termination of this Agreement, each party will return the other party all <br />Confidential Information of the other party. Each party also agrees that <br />it shall not duplicate, translate, modify, copy, printout, disassemble, <br />decompile or otherwise tamper with any Confidential Information of <br />the other party or any firmware, circuit board or software provided <br />therewith. <br /> <br />7. Brycer Warranty. Brycer represents and warrants to Client that Brycer <br />has all rights necessary in and to any patent, copyright, trademark, <br />service mark or other intellectual property right used in, or associated <br />with, the Solution, and that Brycer is duly authorized to enter into this <br />Agreement and provide the Solution to Client pursuant to this <br />Agreement. <br /> <br />8. Disclaimer. All information entered into Brycer’s database is produced <br />by third party inspectors and their agents. THEREFORE, BRYCER <br />SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR <br />WARRANTY AS TO THE ACCURACY OR COMPLETENESS <br />OF ANY INFORMATION ENTERED INTO BRYCER’S <br />DATABASE BY EITHER CLIENT OR THIRD PARTY <br />INSPECTORS. EXCEPT AS SET FORTH IN SECTION 7, <br />BRYCER MAKES NO OTHER WARRANTY, EXPRESS OR <br />IMPLIED, WITH RESPECT TO THE SOLUTION OR ANY <br />OTHER INFORMATION AND ALL OTHER WARRANTIES, <br />WHETHER EXPRESS OR IMPLIED, ARE HEREBY <br />DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE <br />IMPLIED WARRANTIES OF MERCHANTABILITY AND <br />FITNESS FOR A PARTICULAR PURPOSE. BRYCER'S SOLE <br />LIABILITY FOR BREACH OF THE REPRESENTATION AND <br />WARRANTY SET FORTH IN SECTION 7, AND CLIENT'S <br />SOLE REMEDY, SHALL BE THAT BRYCER SHALL <br />INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM <br />AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR <br />DEFENSE ARISING OUT OF BREACH OF THE <br />REPRESENTATION AND WARRANTY. <br /> <br />9. LIMITATION ON DAMAGES. BRYCER SHALL ONLY BE <br />LIABLE TO CLIENT FOR DIRECT DAMAGES PURSUANT <br />TO THE AGREEMENT. EXCEPT AS OTHERWISE <br />PROVIDED IN SECTION 7, IN NO EVENT SHALL BRYCER <br />BE LIABLE FOR OR OBLIGATED IN ANY MANNER FOR <br />SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, <br />INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS <br />OF PROFITS OR SYSTEM DOWNTIME. CLIENT <br />ACKNOWLEDGES AND AGREES THAT IN NO CASE SHALL <br />BRYCER 'S LIABILITY FOR ANY LOSS OF DATA OR DATA <br />INTEGRITY EXCEED THE REPLACEMENT COST OF THE <br />MEDIA ON WHICH THE DATA WAS STORED. <br /> <br />10. Risks Inherent to Internet. Client acknowledges that: (a) the Internet is <br />a worldwide network of computers, (b) communication on the Internet <br />may not be secure, (c) the Internet is beyond the control of Brycer, and <br />(d) Brycer does not own, operate or manage the Internet. Client also <br />acknowledges that there are inherent risks associated with using the <br />Solution, including but not limited to the risk of breach of security, the <br />risk of exposure to computer viruses and the risk of interception, <br />distortion, or loss of communications. Client assumes these risks <br />knowingly and voluntarily releases Brycer from all liability from all <br />DocuSign Envelope ID: 95DEB6FB-21B6-49A2-9C4C-E9766586FB95