forbinfi Terms and Conditions

Important Information

The go live date of "The Client"'s website will be provided by "The Client"'s process lead in the initial timeline sent to "The Client" and launched accordingly based on the timely transfer of information from "The Client" to forbinfi. Any delay in information/content transfer will alter the go live date. forbinfi will not assume any responsibility for confirming member’s rights to images or content previously designed or implemented by another company or individual.

Past Due Notice

Once customer accounts are ninety (90) days past due then customer care support, active projects, and additional services will not be provided until payment or payment arrangements have been made with the Accounts Receivable team. Customers have thirty (30) days to make a payment or payment arrangements before the account is turned over to collections. Once turned over to collections, all services/solutions will be shut off and billing will be stopped.

Website Development Cancelation

If site design and development work has already begun (such as creating a design concept), then the down payment is non-refundable. forbinfi may elect at its sole discretion to offer a partial refund depending upon the circumstances. If client is not able or willing to approve completed work or services in this Agreement after six (6) months then forbinfi shall be deemed to have completed all design, programming or website service obligations and to have no further obligation to client.

Written notification of cancelation must be submitted by "The Client" at least thirty (30) days in advance of the scheduled renewal date. Written notification of cancelation can be completed at https://www.forbin.com/cancellation-form or via sales@forbin.com.

Content Revision Policy

forbinfi allow two (2) cumulative rounds of revisions to "The Client"'s content at no charge. A “round” is either a single email with a list of changes to be made or a phone conversation. Any further revisions or re-writing will accrue our standard hourly rate.

Design Revision Policy

forbinfi allow two (2) cumulative rounds of revisions to "The Client"'s design at no charge. A “round” is either a single email with a list of changes to be made or a phone conversation. Any further revisions or re-designing will accrue our standard hourly rate.

Web Updates

Web updates usually consist of one hour of work. In some cases, we can complete more than one adjustment per web update. For instance, updating a footer link and updating a page background image aren’t each going to take an hour, so we can combine both requests into one web update.

Compensation Rate

forbinfi bases compensation for website design and implementation, database design, implementation and programming at a rate of $175/hour. Rates are subject to change without notice.

Hosting

Hosting includes: Google Analytics, software that will allow you access valuable statistical marketing, and tracking information.

Domains

Domains will be automatically renewed at a rate of $50/year. Rates subject to change without notice.

Browser Compatibility

Websites will be designed to support the top four (4) web browsers, specifically the most recent versions of Google Chrome, Safari, Firefox, and Edge. Websites will be designed based on various screen resolutions of current, manufacture-supported Android and iOS mobile devices.

Monthly Plans

The entire amount of the combined monthly billing for Performance Plans, Blogging Plans, and Social Media Plans will begin upon launch of any one service plan. The web team will be in touch within five (5) business days from contract approval to coordinate any social media needs and details of "The Client"'s plans. If a social plan is elected, the first post will be published within two (2) weeks of providing logo, colors, and administrative access to the social media accounts.

In the event "The Client"'s website’s growth requires further resources, the plan fee may need to be re-evaluated to ensure proper tools are available. This will be communicated by forbinfi when applicable.

Incident Response

If there in an incident of unauthorized access to "The Client"'s “sensitive "The Client" information”, as such term is defined by the Gramm-Leach-Bliley Act, then forbinfi will take appropriate actions to address the incident, including notification to you as soon as possible.

Email Cloud Storage

Email servers that allow for remote, internet-based data storage and retrieval (i.e., in the cloud) will be located in a secure hardened data center with service organization control (SOC) audits provided to you when made available by the data center. The data will remain confidential.

Third-Party Services and/or Contractors

"The Client" acknowledges and agrees that forbinfi is not responsible for Third-Party Services and that forbinfi makes no representations or warranties regarding Third-Party Services. forbinfi does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from any Third-Party Services. forbinfi will not be responsible or liable, directly, or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any Third-Party Services. If "The Client" decides to enable, access, or use Third-Party Services, be advised that "The Client"'s access and use of such Third-Party Services are governed solely by the terms and conditions of such Third-Party Services. "The Client" irrevocably waives any claim against forbinfi and its affiliates with respect to such Third-Party Services. “Third-Party Services” means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information which a forbinfi Service links to, or which "The Client" may connect to or enable in conjunction with a forbinfi Service, including, without limitation, Third-Party Services which may be integrated directly into the account by "The Client" or at their direction.

The use of Third-Party Services is done at "The Client"'s own discretion and risk and with the agreement that "The Client" will be solely responsible for any damage "The Client" experiences as a result of their use of Third-Party Services. Any warranty that is provided by a Third-Party is provided solely by such Third-Party, and not by forbinfi or any forbinfi affiliate.

Project Completion

During the development of the new website, a staging server with a temporary URL will be setup for review and milestone approval by "The Client". The staging site will have limited access via IP address or other restrictions. "The Client" will be required to approve the staging site in writing prior to forbinfi launching the new site for public "The Client" use.

Disclaimer: New websites may experience a decrease in search engine rankings due to uncontrollable factors with search engine algorithms.

GLBA Policy – Confidentiality Agreement

This Agreement (“Agreement”) is made and entered into as of {sent_date}, by and between forbinfi and "The Client".

A. forbinfi provides certain services to Bank, including but not limited to (include the following as applicable)

Website Design, Development, Web Hosting and Web Marketing Services.

B. forbinfi and "The Client" have entered into this agreement to comply with the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) and the Interagency Guidelines Establishing Standards for Safeguarding "The Client" Information adopted by the federal regulators of depository institutions (the “Security Standards”). It is expected that service providers and "The Client" will implement appropriate measures designed to meet the objectives of these Security Standards.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1. In connection with performing services for "The Client", forbinfi may from time to time receive Nonpublic Personal Information (as such term is defined in the GLB Act and the applicable GLBA Regulations) from "The Client" regarding consumers and "The Client"s of "The Client". forbinfi hereby agrees that it shall keep all such Nonpublic Personal Information confidential and shall maintain and use such information in accordance with all applicable laws, rules and regulations, including but not limited to the GLB Act and the applicable GLBA Regulations. In this connection, forbinfi may disclose such Nonpublic Personal Information only on a need-to-know basis, to those of its employees or agents who provide such services under the Agreement. Except as required to perform services for Bank, forbinfi agrees that it will not copy, duplicate, or otherwise retain all or any portion of such Nonpublic Personal Information in any form whatsoever, nor permit any employee, agent or any other person to do so.

2. forbinfi acknowledges the importance of maintaining the security and integrity of Nonpublic Personal Information and agrees to take all steps reasonably necessary to prevent the unauthorized disclosure or use of the Nonpublic Personal Information and to prevent the Nonpublic Personal Information from entering the public domain. forbinfi hereby represents and warrants to "The Client" that it is familiar with the Security Standards and agrees to implement and maintain throughout the term of the Agreement appropriate security measures designed to meet the objectives of the Security Standards, which security measures shall be no less stringent and protective than that which is necessary to meet industry standards. forbinfi agrees to periodically review and revise its security measures to meet the objectives of the Security Standards and to meet or exceed industry standards as such standards evolve. forbinfi understands and agrees that "The Client" has certain oversight responsibilities with respect to “service providers” under the Security Standards and, as such, "The Client" may be required to monitor forbinfi to confirm that forbinfi has satisfied its obligations to implement appropriate security measures. To that end, forbinfi agrees to provide, when requested by "The Client" from time to time, such information (including without limitation audits and test results relating to the Service Provider’s security measures) as may be reasonably requested when applicable.

3. forbinfi shall advise "The Client" in writing of any misappropriation or misuse of Nonpublic Personal Information as soon as it becomes aware of such misappropriation or misuse, and will provide an appropriate response in consultation with Bank. forbinfi shall indemnify and hold "The Client" harmless from and against any claims, costs, loss, damages, or liability, whatsoever, including reasonable attorneys’ fees and expenses, arising from a breach of this Agreement.

4. Any waiver of the provisions of this Agreement must be made in writing by Bank. No failure or delay by "The Client" in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

1. TERM AND TERMINATION

• Duration. These Service Terms shall be effective as of the date (the “Effective Date”) set forth in the Agreement and shall remain in force until the agreed upon terms of the Agreement have been met or the stated duration of the Agreement has expired.
• Termination. The Contract may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within 30 days after receipt of the notice. forbinfi may terminate the Contract (i) immediately if "The Client" fails to pay any fees hereunder; or (ii) if "The Client" fails to cooperate with forbinfi or hinders forbinfi ability to perform the Services.

2. RESPONSIBILITIES OF THE PARTIES

• Scope of Work. "The Client" has retained the Services of forbinfi to complete the web solution for "The Client" in accordance with the Agreement. forbinfi reserves the right to assign subcontractors as needed to this project to ensure on time completion. In the event of a conflict between the Agreement and these Service Terms, the terms of the Agreement shall govern.
• Changes. Changes to an Agreement or to any of the specifications of the web work shall become effective only when a written change request is executed by both parties (an "Amendment "). forbinfi agrees to notify "The Client" promptly of any factor, occurrence, or event coming to its attention that may affect forbinfi's ability to meet the requirements of the Contract, or that is likely to cause any material delay in delivery or completion of the Services. In the event of a conflict between an Amendment and either these Service Terms or the Agreement, the terms of the Amendment shall govern.
• "The Client"'s Responsibilities. "The Client" agrees to perform all tasks assigned to "The Client" as set forth in the Contract, and to provide all assistance and cooperation to forbinfi in order to complete web services timely and efficiently. forbinfi shall not be deemed in breach of the Contract, the Services, or any milestone in the event forbinfi's failure to meet its responsibilities and time schedules is caused by "The Client"'s failure to meet (or delay in) its responsibilities and time schedules. In the event of any such failure or delay by "The Client" (i) all of forbinfi's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) "The Client" shall continue to make timely payments to forbinfi as set forth in the Contract and any Amendment as if all time frames, schedules, or deadlines had been completed by forbinfi. "The Client" shall be responsible for making, at its own expense, any changes or additions to "The Client"'s current systems, software, and hardware that may be required to support operation of the Web solution. Unless otherwise contracted with forbinfi or reflected in an Amendment, "The Client" shall be responsible for initially populating and then maintaining any databases on the Web solution as well as providing all content for the Web solution. With the execution of an Amendment specifically asking forbinfi to assess the "The Client"'s systems, software and hardware from time to time, forbinfi may agree to perform this function at normal forbinfi rates.

3. WEB SOLUTION DESIGN

• Design. The design of the Web solution shall be in substantial conformity with the material provided to forbinfi by "The Client". Web consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Agreement. "The Client" will provide direction to forbinfi by meeting with the production team via face to face, phone or video conference and delivering feedback for Web construction. Web text will be supplied by the forbinfi unless the Agreement states "The Client" will provide appropriate text for either the entirety of the Web solution or designated portions. forbinfi reserves the right to edit or change the content if grammatical or spelling errors are successfully identified. Development of web pages will take place on the "The Client"'s established web hosting service with forbinfi unless the Agreement states otherwise. All server technical issues are to be handled by forbinfi unless otherwise noted among all parties. Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Agreement. forbinfi shall not include, as determined in its sole discretion, any of the following in the Web solution or in "The Client"'s directory on forbinfi's Web Server: text, graphics, sound, or animations that might be viewed as obscene or displaying any illegal activities; links to other websites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by "The Client"); or destructive elements or destructive programming of any type.
• Coordination Steps. "The Client" understands that submissions for Web solution development are limited to the number of coordination steps as provided in the Agreement. "The Client" is encouraged to provide as much instruction and direction as possible with each submission.
• Accessibility of Web Solution During Construction. Upon design completion "The Client" will have access to view the Web solution and provide edits or changes to "The Client" within the scope of the contracted Services. Until "The Client" has approved the final Web solution, none of the Web Pages for "The Client"'s Web solution will be accessible to end users.
• Completion Date. forbinfi and the "The Client" shall work together to complete the Web solution in a commercially reasonable manner. forbinfi reserves the right to change the agreed upon deadline if "The Client" has failed to communicate or requests additional changes outside of the scope of contracted services.
• Copyright to Web Solution. "The Client" acknowledges, understands, and agrees that forbinfi may use its own and/or may purchase third party licenses for products or Services that are necessary for forbinfi to design and develop the Web solution. Such products may include, but are not limited to server-side applications, clip art, "backend" applications, music, stock images, web text, videos, or any other copyrighted work ("Outside Content") which forbinfi deems necessary to purchase on behalf of "The Client" to design and develop the Web solution. "The Client" further acknowledges and understands that any Outside Content used to design and develop the Web solution is owned by forbinfi and/or such third parties, cannot be transferred to "The Client", is hereby specifically not transferred to "The Client", and shall remain the property of forbinfi and/or such third parties. Outside Content which is owned and/or purchased by forbinfi may be used in the design and/or development of other web solutions separate from "The Client".

4. MAINTENANCE

The Contract does not provide Web solution maintenance unless a Performance Plan is purchased. If the "The Client" or an agent other than forbinfi attempts updating "The Client"'s pages, time to repair web pages will be assessed at an hourly rate. Changes requested by the "The Client" beyond those limits will be billed at the hourly rates set forth in the Agreement. This rate shall also govern additional work authorized beyond the maximums specified in the Agreement for such Services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other Services.

5. FEES AND PAYMENTS

• Development Fee. The total price for all of the work described in the Agreement (excluding post-approval modifications not implemented by "The Client") shall be set forth in the Agreement (the "Development Fee"). This price covers all work for the Agreement (excluding post-approval modifications not implemented by "The Client"). Unless otherwise stated in the Agreement, twenty-five percent (25%) of the Development Fee is due and payable upon execution of the Agreement, and forbinfi shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. forbinfi's Services are "ASIS, WHEREIS, WITH ALL FAULTS", and refunds may not be provided for forbinfi's Services hereunder. Further payment may be set forth in the Agreement, which will designate the selected monthly, incremental, or onetime billing options.
• Project Abandonment. If after repeated attempts to begin, continue, or finalize the delivery of Services, "The Client" fails to participate, or becomes otherwise unresponsive for a period of 90 days to forbinfi requests, the project may be considered abandoned by "The Client". In such case forbinfi may reduce any refund the "The Client" may otherwise be entitled to hereunder to zero, and "The Client" will have forfeited all rights to receive any refund for Services purchased online or as described in the original Agreement.
• Invoices. All invoices shall be paid by "The Client" in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, "The Client" must make payment no later than 15 days after the invoice date (hereinafter the “payment period”). If payment is not made in the payment period, "The Client" shall be in default, and forbinfi shall impose a latepayment interest fee of 1.5% per month or 18% per year, calculated over the period "The Client" is in default. forbinfi may impose these interest fees without any notification of default. If "The Client" remains in default of its payment obligations, the account may be put out for collection, and "The Client" shall be liable for any and all judicial and collection cost incurred by forbinfi, including but not limited to reasonable attorney’s fees.
• Payments. If "The Client" does not make payment within the payment period, forbinfi is entitled to suspend its contracted obligations until full payment has been made, without prejudice to forbinfi’s right to damages and without any obligation to compensate the "The Client" for any loss. If any instrument received in payment is returned to forbinfi as unpaid, the "The Client" will be considered in default, and in addition to the amount due, the "The Client" will be subject to a fee of $20.00, or such greater amount as is charged to forbinfi by its bank. The "The Client" waives any right of set off against amounts payable to forbinfi. Each payment shall be applied first in payment of the invoice outstanding for the longest period, even if the "The Client" states that the payment pertains to a more recent obligation.
• Return and Transfer of Goods. forbinfi reserves the right to return or transfer any goods, materials, equipment and the like which the "The Client" may make available to forbinfi, only after the "The Client" has made full payment for all amounts owed.
• Monthly Charges. For monthly recurring Services or associated performance plans, "The Client" will be responsible for payment each month of the applicable monthly amount. If the "The Client"’s Services are canceled or interrupted for nonpayment, the "The Client" must continue to pay the monthly account balance. Accrual of monthly account charges will end only upon effectiveness of "The Client"’s written request to terminate Services.
• Subscriptions & Automatic Renewals. For any performance plan or other recurring service, forbinfi reserves the right to automatically renew the same contracted Services unless the "The Client" has given a written notice of termination at least 60 days prior to the end of the then current term. Any and all monthly or free subscriptions will renew automatically each month until "The Client" cancels its account. If "The Client" is in dispute with forbinfi or has previously requested a chargeback that was successfully challenged, "The Client"’s Services will not automatically renew at the end of the contracted existing service term.

6. INDEMNIFICATION

• Indemnity by forbinfi. In performing Services under this Agreement, forbinfi agrees not to design, develop, or provide to "The Client" any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), or other rights of any person or entity. If forbinfi becomes aware of any such possible infringement in the course of performing any work hereunder, forbinfi shall immediately notify "The Client" in writing. forbinfi agrees to indemnify, defend, and hold "The Client", its officers, directors, members, employees, representatives, and agents, harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Contract, (b) the performance of the Contract, or (c) the Services, other than arising out of "The Client"'s responsibilities and "The Client" Content (defined below). This indemnification shall include attorney's fees and expenses, unless forbinfi defends against the allegations using counsel reasonably acceptable to "The Client". forbinfi's total liability under the Contract shall not exceed the amount of the Development Fee paid by "The Client" to forbinfi hereunder.
• Indemnity by "The Client". "The Client" shall indemnify and hold harmless forbinfi, its affiliated companies, and the officers, directors, employees, co-branders or other partners, and agents of each of them, from and against any and all claims, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and all related costs and expenses) incurred by forbinfi as a result of any claim, judgment, or adjudication against forbinfi related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, artwork, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by "The Client" to forbinfi (the ""The Client" Content"), (b) a claim that forbinfi's use of the "The Client" Content infringes the intellectual property rights of a third party, or (c) any tax or tariff payable by "The Client". To qualify for such defense and payment, forbinfi must: (i) give "The Client" prompt written notice of a claim; and (ii) allow "The Client" to control, and fully cooperate with "The Client" in, the defense and all related negotiations.

7. REPRESENTATIONS AND WARRANTIES

• forbinfi makes the following representations and warranties for the benefit of "The Client":
  • Conformity, Performance, and Compliance. forbinfi represents and warrants that (1) all Services shall be provided in a workmanlike manner and with appropriate professional diligence and skill; (2) all Services will function under standard HTML conventions; (3) all Services will conform to the specifications and functions set forth in the Contract; and (4) it will perform all work called for by the Contract in compliance with applicable laws. forbinfi will provide a repair solution for any Service that does not meet this warranty within a reasonable time if the defect affects the usability of "The Client"'s Web solution. This warranty shall extend for the term of the Contract. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of forbinfi.
• "The Client" makes the following representations and warranties for the benefit of forbinfi:
  • "The Client" represents to forbinfi and unconditionally guarantees that any elements of "The Client" Content furnished to forbinfi for inclusion in the Web solution are owned by "The Client", or that "The Client" has permission from the rightful owner to use each of these elements.

8. COVENANTS

• Taxes. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. "The Client" agrees that it is solely responsible for complying with such laws, taxes, and tariffs, arising from "The Client"'s engagement in Internet electronic commerce.
• Disclaimer of Warranties. forbinfi DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SOLUTIONS WILL MEET THE "The Client"'S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES WILL BE UNINTERRUPTED OR ERRORFREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEB SOLUTION IS WITH "The Client". EXCEPT AS OTHERWISE SPECIFIED IN THE CONTRACT, forbinfi PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY forbinfi, AND (B) forbinfi DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, RELATING TO THE CONTRACT, PERFORMANCE OR INABILITY TO PERFORM UNDER THE CONTRACT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. forbinfi MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRDPARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
• Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, DIMINUTION OF VALUE OF PROPERTY, LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY "The Client" TO forbinfi HEREUNDER.
• Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, knowhow, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in the Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in the Agreement, the nondisclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of the Contract, forbinfi and "The Client" acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of two (2) years from the Effective Date.

9. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under the Contract on account of, any delay or failure to perform as required by the Contract as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

10. RELATIONSHIP OF PARTIES

• Independent Contractor. forbinfi, in rendering performance under the Agreement, shall be deemed an independent contractor, and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. forbinfi shall be solely responsible for and shall hold "The Client" harmless from any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers' compensation, except such taxes or tariffs as are referred to in Section 8.A.
• No Agency. "The Client" does not undertake by the Contract, the Agreement or otherwise to perform any obligation of forbinfi, whether by regulation or contract. In no way is forbinfi to be construed as the agent or to be acting as the agent of "The Client" in any respect, any other provisions of the Contract notwithstanding.

11. NOTICE AND PAYMENT

• Any notice required to be given under the Contract shall be in writing and delivered personally to the other designated party at the addresses listed in the Agreement, mailed by certified or registered U.S. mail with return receipt requested, or by overnight delivery service. Either party may change its address to which notice or payment is to be sent by written notice to the other as specified above.

12. GOVERNING LAW; DISPUTES

The Contract shall be governed and construed according to the laws of the State of Iowa, without regard to conflict of law principles. If any dispute, controversy, claim, or question (each a “Dispute”) arises between the parties relating to the Contract or the breach thereof, the parties shall use their best efforts to settle the Dispute. To this end, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under the Contract while the Dispute is being resolved. As to any Dispute that is not resolved in this fashion, the parties hereby agree and consent (i) to WAIVE ANY RIGHT TO A TRIAL BY JURY in any action to enforce or defend with respect to any claim, counterclaim, cause of action, or any matter arising from or in any way related to the Contract; (ii) to submit to the jurisdiction of the Iowa District Court for Black Hawk County and the U.S. District Court for the Northern District of Iowa over any action or proceeding to enforce or defend; and (iii) to irrevocably waive to the fullest extent possible any defense of inconvenient forum. in addition to any other means authorized for service of process by governing law, each party agrees to accept service of process by U.S. certified mail, return receipt requested.

13. BINDING ON SUCCESSORS

All provisions of the Contract shall be binding upon and shall inure to the benefit of the parties, their heirs, executors, administrators, successors and assigns.

14. ASSIGNABILITY

"The Client" may not assign the Contract or the rights and obligations thereunder to any third party without the prior express written approval of forbinfi.

15. WAIVER

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same of other provisions of the Contract.

16. SEVERABILITY

If any term, clause or provision of the Contract is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Contract.

17. NO INFERENCE AGAINST AUTHOR

No provision of the Contract shall be interpreted or construed against any party because such party drafted such provision.

18. READ AND UNDERSTOOD

Each party acknowledges that it has read and understands the Contract and agrees to be bound by each and all of its terms and conditions.

19. DULY AUTHORIZED REPRESENTATIVE

Each party represents and warrants that all contract documents have been executed by a representative of the party who has been duly authorized by all necessary and appropriate actions of the party.

LAST MODIFIED JANUARY 03, 2023.