ClickCore

These Terms and Conditions govern any providing of Professional Services between MorrisCore, Inc. d/b/a as “ClickCore” (herein “ClickCore”), and any Client. This agreement and all Statements of Work (“SOWs”) or Invoices, exhibits, and schedules attached or related hereto shall be referred to collectively as the “Agreement” and shall be effective upon the date Client executes or otherwise signs the Agreement, individually, as a “party” or, collectively, as the “parties.”

Client desires ClickCore to provide certain professional services (the “Services”) as described in written SOWs and/or Invoices as may be agreed upon by the parties in accordance with the terms of this Agreement, and ClickCore desires to provide the Services. For purposes of this Agreement, the term “Deliverable” means any material provided by ClickCore to Client as expressly identified in a SOW and/or Invoice. The terms and conditions of this Agreement apply to and govern all Services provided, and Deliverables developed, by ClickCore.

In consideration of the foregoing Recitals (which are incorporated into this Agreement) and the mutual covenants and agreements provided below, the parties agree as follows:

      1. Services. ClickCore will provide the Services specifically described in SOWs and/or Invoices. The parties will work together in a joint effort to accomplish the tasks and objectives set forth in the SOWs and/or Invoices. Each party will use its reasonable efforts to accomplish the tasks assigned to it in the SOWs and/or Invoices, and to cooperate with and support the other party’s performance of the tasks assigned to it, on a timely basis and in a professional manner, subject to receipt of all necessary and appropriate cooperation and support from the other party. ClickCore’s performance of the Services requires Client’s cooperation. ClickCore will not be responsible for any delays, cost overruns, or liability resulting from Client’s failure to cooperate. ClickCore is responsible for delivering and performing only those Services and creating those Deliverables specifically identified in the SOWs and/or Invoices. All material changes to the scope of Services or Deliverables shall be documented in writing.

      2. Statement of Work (“SOW”) and/or Invoices. The SOWs may include a description of the Services, the Deliverables, a schedule of performance dates and milestones and payment terms as may be agreed to by the parties. All dates for performance by ClickCore are estimates only, and not guarantees, provided that ClickCore will use commercially reasonable efforts to achieve such dates. The SOWs and/or Invoices may include such additional terms and conditions as the parties may wish to include. All SOWs and Invoices are deemed executed upon payment by the customer. In the event of a conflict between the body of this Agreement and a SOW, Invoice, or other attachment, the body of this Agreement will govern.

      3. Fees and Payment.
            3.1. In consideration of the Services to be performed by ClickCore, Client will pay ClickCore the fees provided in the Invoice. ClickCore may suspend or terminate performance of the Services if Client fails to pay ClickCore as required under this Agreement. Any failure to pay will constitute a material breach of this Agreement by Client. Client will pay or reimburse ClickCore for all taxes and duties which are levied or imposed by reason of the performance of the Services and provision of the Deliverables under this Agreement; excluding income taxes based on ClickCore’s net revenue. To the extent set forth in an Invoice or as otherwise agreed to in writing, Client will reimburse ClickCore for all expenses reasonably incurred in rendering services to Client pursuant to this Agreement. Unless agreed otherwise in writing, all invoices are due and payable upon presentment. Payments not made as required will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. In addition, Client shall reimburse ClickCore for its reasonable costs and expenses of collection, including attorneys’ fees and costs.

            3.2. Unless set forth to the contrary by written agreement, Client shall provide ClickCore with a valid credit card and authorizes ClickCore to charge the credit card upon date of invoice. Client represents and warrants that (i) any credit card, debit card and bank account information supplied by Client is true, correct and complete, (ii) charges incurred by Client will be honored by Client’s credit/debit card company or bank, (iii) Client will pay the charges incurred in the amounts posted, including any applicable taxes, and (iv) Client or Client’s representative who is named on the card is the person in whose name the card was issued and is authorized to enter into such transactions with the relevant credit card and credit card information.

      4. Term and Termination. This Agreement will be effective from the Effective Date until completion of all work expressly agreed to or until terminated, as provided below. Either party may terminate this Agreement or related SOWs without liability to the other for any reason or no reason upon sixty (60) days written notice to the other party. This Agreement 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 thirty (30) days of receipt of the notice. A SOW may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided in the SOW and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. Client will pay ClickCore according to the applicable SOWs for all services rendered and work performed up to the date of termination of either the Agreement or any applicable SOW. The following provisions will survive termination or expiration of this Agreement: Sections 3 (Fees and Payment), 4 (Term and Termination), 5 (Intellectual Property Rights), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 11 (Confidentiality), 12 (Recording) and 14 (Miscellaneous).

      5. Intellectual Property.
            5.1. In General. Upon payment in full of the fees associated with the applicable Invoice, Client shall own a copyright in and to the Deliverable, if applicable, that has been specifically designed for Client with respect to the specifications set forth in the Invoice. ClickCore shall retain a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license in and to the Custom Deliverable 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 Deliverables. The parties further agree that the design and development of the Deliverables may include source code, documentation, and/or application programs that were previously written or developed by ClickCore and modified to meet Client’s specific requirements (the “Custom Code”). ClickCore shall own all worldwide right, title and interest in and to the Custom Code, but shall provide Client (upon payment in full of the fees associated with the applicable Invoice) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Custom Code. ClickCore retains the right to display and share the Deliverables and other elements of the Services as examples of ClickCore’s work. Except as expressly set forth above, nothing in this Agreement grants to Client any right, title or interest, express or implied, in or to any intellectual property of ClickCore.

            5.2. Aggregated Data. ClickCore owns the aggregated and statistical data derived from providing the Service (the “Aggregated Data”). Nothing herein shall be construed as prohibiting ClickCore from utilizing the Aggregated Data for purposes of operating ClickCore’s business, provided that ClickCore’s use of Aggregated Data will not reveal Client’s Confidential Information.

            5.3. Non-Exclusive Engagement. Client acknowledges that ClickCore provides consulting and development services to other clients and agrees that nothing in this Agreement (other than ClickCore’s obligations in Section 11 (Confidentiality)) will be deemed or construed to prevent ClickCore from carrying on such business or developing for itself or others materials that are competitive with Client or Client’s products or services.

            5.4. Feedback. Client may provide suggestions, comments, or other feedback (collectively, “Feedback”) to ClickCore with respect to its products and services, now existing or developed in the future. Feedback is voluntary and ClickCore is not required to hold it in confidence. ClickCore may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Client’s intellectual property rights to make use of the Feedback, Client hereby grants ClickCore an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with ClickCore’s business, including enhancement of its products and services. ClickCore is not obligated to restrict the future work assignments of its personnel who have had access to Client’s Confidential Information.

      6. Limited Warranties. ClickCore represents, warrants and agrees (a) that the Services shall be performed in a timely, professional, competent, and workmanlike manner by appropriately-qualified personnel, and in accordance with industry standards for such services and the requirements of this Agreement; and (b) that the Services and Deliverables shall conform to the Specifications. This warranty shall apply only to the Client, and is not for the benefit of any third party.

      7. Disclaimer of Warranties. EXCEPT AS EXPRESSLY AGREED IN A STATEMENT OF WORK, THE FOREGOING SETS FORTH CLICKCORE’S SOLE WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES AND ANY DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE.

      8. Limitation of Liability. IN NO EVENT SHALL CLICKCORE BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. CLICKCORE’S TOTAL AGGREGATE LIABILITY TO CLIENT IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT) SHALL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY CLIENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY

      9. Indemnification. ClickCore will defend Client and pay all damages finally awarded against Client for any claim of infringement of a third party’s U.S. patent issued as of the Effective Date or copyright asserted against Client by virtue of Client’s licensed use of the Deliverables as delivered by ClickCore; provided that ClickCore is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Client shall reasonably cooperate with ClickCore in connection with the foregoing. Notwithstanding the foregoing, ClickCore assumes no liability or indemnity obligation for claims of infringement arising from any or all of the following (the “Exclusions”): (a) use of the Deliverables in combination with third party products that are not provided by ClickCore, (b) modifications of the Deliverables by a party other than ClickCore, (c) failure to use the Deliverables in accordance with the terms of this Agreement, (d) specifications and intellectual property provided by Client or its agents; (e) distribution to or use of the Deliverables by any third party; and (f) failure of Client to implement any improvement or updates to the Deliverables, if the infringement claim would have been avoided by the use of the improvement or updates. Client shall indemnify and hold ClickCore harmless from and against any claims, damages, liabilities, or costs, including reasonable attorneys’ fees arising out of any of the Exclusions.

      10. Infringement Remedy. If the Deliverables become or, in ClickCore’s opinion, are likely to become, the subject of a claim of infringement for which ClickCore is obligated to indemnify Client under Section 9 (Indemnification), ClickCore may, at its option and expense either (a) procure for Client the right to continue to use the Deliverables as contemplated under this Agreement, or (b) replace or modify the Deliverables and/or modify its use so that they are no longer infringing. If neither option is reasonably available to ClickCore, then this Agreement may be terminated at the option of either party without further obligation or liability.

      11. Confidentiality. During the course of this Agreement, each party may disclose to the other certain non-public information or materials relating to a party’s products, intellectual property, business, marketing programs and efforts, and other confidential information (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party of this Agreement; (b) was previously known to the receiving party prior to the date of disclosure; (c) was acquired from a third party without any breach of any obligation of confidentiality; or (d) was independently developed by a party hereto without reference to Confidential Information of the other party. In the event Confidential Information is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, the party receiving such subpoena or order shall promptly inform the other party in writing and provide a copy thereof, and shall only disclose that Confidential Information necessary to comply with such subpoena or order. Except as expressly provided herein, the receiving party will not use or disclose any Confidential Information of the disclosing party without the disclosing party’s prior written consent, except disclosure to and subsequent uses by the receiving party’s employees or ClickCore’s on a need-to-know basis, provided that such employees or ClickCore’s have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the receiving party’s obligations under this Section. Subject to the foregoing nondisclosure and non-use obligations, the receiving party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving party uses to protect the receiving party’s own Confidential Information, and in no event less than reasonable care. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to injunctive relief to prevent such unauthorized use or disclosure.

      12. Recording. Client hereby authorizes ClickCore’s monitoring and recording of calls, including without limitation any online, electronic or virtual meeting, conference or discussion and may include without limitation any screen shares, screen shots and any other information shared pursuant to the above. Client represents and warrants that it will notify and obtain any third party’s consent applicable with respect to this Section 12.

      13. Force Majeure. Except for the payment of fees, as described in Section 3 (Fees, Expenses, Payment) of this Agreement, neither party shall be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party.

      14. Miscellaneous.
            14.1. Entire Agreement; Amendment. This Agreement, including the exhibits, sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement shall not be amended without a writing signed by both parties.

            14.2. Governing Law, Venue, and Limitation of Actions. This Agreement and the rights of the parties hereto shall be governed by the laws of the State of Florida without regard to principles of conflict of laws. In the event of any litigation arising out of, or relating to, this Agreement or the breach thereof, the venue for any such action shall be in the State or Federal courts located in the city of Austin, Texas. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.

            14.3. Relationship of the Parties. The parties agree that ClickCore shall perform its duties under this Agreement as an independent contractor. Nothing contained herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.

            14.4. Assignment. Client may not assign this Agreement without the prior written consent of ClickCore. ClickCore may assign its rights and obligations under this Agreement to its parent or any of their respective affiliates, subsidiaries or joint ventures without notice to Client or to a successor by merger or consolidation after thirty (30) days written notice.

            14.5. Severability. If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

            14.6. Waiver. The waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.

            14.7. Publicity. In consideration of the discounted fees offered, Client agrees to participate in reference activities for ClickCore and the Services including the use of Client’s name and logo, provided that ClickCore does not disclosure Client’s Confidential Information.

            14.8. Notices. Any written notice or demand required by this Agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth herein. Additionally, e-mail notice to the e-mails provided in the signature lines below constitutes written notice. The notice shall be effective as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail. Any party may change the address at which it receives notices by giving written notice to the other party in the manner prescribed by this Section.

            14.9. Electronic Signatures Binding. This Agreement may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and Client’s acceptance will be deemed binding between the parties. Neither party will contest the validity or enforceability of this Agreement and any related documents, including under any applicable statute of frauds, because they were accepted or signed in electronic form. Neither party will contest the validity or enforceability of a signed facsimile copy of this Agreement on the basis that it lacks an original handwritten signature. Electronically maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.