Contractor User Services Terms

THESE CONTRACTOR USER SERVICES TERMS (“TERMS” OR “AGREEMENT”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, OR BY USING ANY LCPTRACKER SERVICES, AND CLICKING THAT YOU AGREE TO THESE TERMS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU ALSO AFFIRM THAT AS YOU ARE PLACING AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

This Agreement is entered into between LCPtracker and You as of the date of making your choice (“Effective Date”) for the Services (as defined below) by You on the LCPtracker platform on the Support Preferences Page where you choose an option for premium support or not (the “Subscription Page”). When You agree to the terms of this Agreement You are binding to the terms of this Agreement the company or organization named in the dropdown chosen on the Support Preferences Page on whose behalf you are entering into this Agreement. “Contractor” (Contractor , together with LCPtracker the “Parties”, and each a “Party”) in this Agreement refers to that company or organization provided to us by You on the Support Preferences Page. Only the Contractor and their employees may benefit from the Enhanced Support Packages on the Subscription Page. The Parties agree as follows:

1. DEFINITIONS.

a. "Aggregated Statistics" means data and information related to Contractor's and Users’ use of the Services and LCPtracker Platform that is used by LCPtracker in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services and LCPtracker Platform.

b. “Applicable Law” means all federal, state, local and other laws, rules and regulations, ordinances, interpretive letters and other official releases of or by any governmental authority, decrees, orders and codes as the same are amended from time to time and as are applicable to a Party’s performance of its obligations under the Agreement, including any applicable law relating to the privacy or processing, protection, collection, use, or disclosure of personally identifiable information as more particularly described in any such applicable law.

c. "Contractor Data" means all Contractor and User electronic information entered into the LCPtracker Platform or otherwise provided from Contractor to LCPtracker pursuant to this Agreement.

d. "LCPtracker IP" means the Services, the LCPtracker Platform, the Documentation, and any intellectual property provided to Contractor or any User in connection with the foregoing. For the avoidance of doubt, LCPtracker IP includes Feedback and Aggregated Statistics, as provided herein. Herein, "intellectual property rights" means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, or trade secret or intellectual property rights laws in any part of the world.

e. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

f. “PII ” means (i) information about an identified or identifiable individual or household as more particularly described in any Applicable Law in any way relating to privacy and the protection, collection, use, disclosure or distribution of personally identifiable information, including without limitation to the generality of the foregoing, personally identifiable healthcare information or personally identifiable financial information, or (ii) where no Applicable Law applies, means any information that by itself or when combined with other information (such as, but not limited to, names, addresses, telephone numbers, e-mail addresses, credit card number, demographic information, static IP address and government issued identification number) can be used to identify a specific living natural person or household.

g. “Services” means the premium support services that are ordered by Contractor on the Subscription Page and made available by LCPtracker subject to this Agreement, the LCPtracker Terms of Use and the LCPtracker Privacy Policy . "Services" excludes non -LCPtracker applications, services or software of any kind, and they also exclude the LCPtracker Platform .

h. “Service Fees” means any fees payable for the Services that are chosen by the Contractor online at the Subscription Page.

i. “LCPtracker Platform” means any SaaS application provided by LCPtracker and used by Contractor.

j. "Third-Party Products" means any third-party products that Contractor or a User uses to connect with the LCPtracker Platform.

k. "Users" means persons who are authorized by Contractor to use the Services (these persons are required to be employees of the Contractor, or persons working for them as consultants for wage purposes) or the LCPtracker Platform, who have been supplied user identifications and passwords by Contractor or by Users . Contractor must ensure that Users not share their user identification or passwords and further protect them .

2. SERVICES

2.1. Provision of Services. Subject to and conditioned on Contractor's and its Users' compliance with the terms and conditions of this Agreement, LCPtracker agrees that Contractor will receive the extended support benefits chosen on the LCPtracker Premium Support Subscription Page. LCPtracker will make available by telephone, email, and live chat all qualified personnel necessary from 5:00 am PST to 5:30 pm PST, Monday through Friday, excluding all Federal holidays and discretionary LCPtracker internal training days (no more than two training days a year) in order to provide technical problem resolution.

2.2. Limitations. Contractor will not (and will not permit any third party or User to): (i) modify, port, translate, localize or create derivative works based on the LCPtracker Platform, (ii) use, copy, sell, rent, lease, market, distribute or sublicense the LCPtracker Platform except as otherwise specifically permitted hereunder; (iii) reverse engineer, decompile, or disassemble the LCPtracker Platform; (iv) access the LCPtracker Platform in order to build or contribute to a competitive product or service, (v) access the LCPtracker Platform in any manner that violates any intellectual property right of a third party, (vi) remove, or allow to be removed, any LCPtracker proprietary rights notice from any LCPtracker product, (vii) disclose the results of performance tests run on the LCPtracker Platform to any third party without LCPtracker’s prior written consent, (viii) make the LCPtracker Platform available to anyone other than Users, (ix) use the LCPtracker Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (x) use the LCPtracker Platform to store or transmit Malicious Code, (xii) interfere with or disrupt the integrity or performance of the LCPtracker Platform or third-party data contained therein, or (xiii) attempt to gain unauthorized access to the LCPtracker Platform or their related systems or networks. This Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other intellectual property right of LCPtracker that is not expressly granted herein. Contractor shall; (a) be responsible for the administration of User identifications and passwords and Users' compliance with this Agreement and shall require Users to acknowledge their understanding of and compliance with the restrictions and responsibilities related to the use of the LCPtracker Platform, including, without limitation, protecting their User identification and passwords and compliance with all Applicable Laws; (b) use their best efforts to prevent unauthorized access to or use of the LCPtracker Platform, and notify LCPtracker promptly of any unauthorized access or use, and (c) use the LCPtracker Platform only in accordance with the Documentation and Applicable Laws. If Contractor becomes aware of any actual or threatened activity prohibited by this Section, Contractor shall, and shall cause its Users to, immediately: (A) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the LCPtracker Platform); and (B) notify LCPtracker immediately in writing of any such actual or threatened activity.

2.3. Users. Contractor is responsible to ensure that its Users comply with all the same obligations regarding use of the LCPtracker Platform that it is bound by hereunder. Contractor is solely responsible for the activity that occurs on all associated User accounts. Users are required to keep their user account, username, and password secure. Contractor must notify LCPtracker immediately of any breach of security or unauthorized use of any User’s account. LCPtracker shall not be responsible for any losses arising out of the loss or theft of user information transmitted from or stored on a computer or device or from unauthorized or fraudulent transactions.

2.4. Use of Services and LCPtracker Platform. Contractor is solely responsible for its and its Users’ compliance with all Applicable Law in the use of the Services and the LCPtracker Platform and LCPtracker shall have no liability for Contractor’s or its Users’ input of data or use of the LCPtracker Platform or Services. Contractor agrees to not directly send any PII by email or otherwise (to LCPtracker outside of the LCPtracker Platform) without prior written approval from the LCPtracker Director of Contractor Services.

2.5 Changes. LCPtracker reserves the right, in its sole discretion, to make any changes to the Services or their pricing that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of LCPtracker's services to its customers; (ii) the competitive strength of or market for LCPtracker's services; or (iii) the Services' or the LCPtracker Platform’s cost efficiency or performance; or (b) to comply with Applicable Law.

2.6. Data Backup. The LCPtracker Platform is programmed to perform routine data backups as set out in LCPtracker's backup policy in effect from time to time (the "Backup Policy"). In the event of any loss, destruction, damage, or corruption of Contractor Data for any reason, LCPtracker will, as its sole obligation and liability and as Contractor's sole remedy, restore the Contractor Data from LCPtracker's then most current backup of such Contractor Data in accordance with the then current Backup Policy. It is the Contractor and the Users responsibility to maintain their own back-ups of their original data for the required statutory periods.

2.7. Contractor Control and Responsibility. Contractor has and will retain sole responsibility for: (a) all Contractor Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Contractor or any User in connection with the Services or LCPtracker Platform; (c) Contractor's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Contractor or through the use of third-party services ("Contractor Systems"); (d) the security and use of Contractor's and its Users' access credentials; and (e) all access to and use of the LCPtracker Platform directly or indirectly by or through the Contractor Systems or its or its Users' access credentials, with or without Contractor's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. If there is a security incident caused due to failure of Contractor or its Users to follow the requirements of this Agreement, LCPtracker will use its best reasonable endeavors to help mitigate any damage, however there will be charges for such services at the then applicable rate charged by LCPtracker.

2.8. Data Privacy . The Parties agree that, between the Parties, Contractor shall serve as the business or controller and LCPtracker shall serve as the service provider or processor, as those terms are defined under Applicable Law. Notwithstanding the foregoing, Contractor agrees that when Contractor places information into the LCPtracker Platform that the administrative client of LCPtracker (under a master SaaS agreement with LCPtracker (“Master SaaS Agreement”) at the entire project/database governing level) ultimately controls the database that Contractor places information into has all (insofar as permitted by applicable law) control over the Contractor Data and how it is treated pursuant to the Master SaaS Agreement. LCPtracker will take supervening instructions only from the administrative client in the LCPtracker Platform. LCPtracker, as a service provider on behalf of Contractor, shall not access, use, process or retain Contractor Data containing PII except as necessary to perform its obligations under this Agreement (or the Master SaaS agreement) except in strict accordance with the written instructions of Contractor, or as otherwise required for LCPtracker to meet its own legal obligations under Applicable Law. Notwithstanding the foregoing, LCPtracker may use, disseminate, and otherwise process deidentified or aggregated Contractor Data to the full extent allowed under Applicable Law and pursuant to its own discretion. LCPtracker shall use commercially reasonable efforts to notify Contractor in the event that it receives any consumer rights requests under Applicable Law and the requestor identifies Contractor as the employer, and the Contractor shall have the sole responsibility in responding to such requests and for verifying the requestor’s identity.

3. FEES AND PAYMENT FOR SERVICES

3.1. Service Fees . Payment obligations are non-cancelable, and Service Fees paid are non-refundable and due in advance. All amounts payable to LCPtracker under this Agreement shall be paid by Client to LCPtracker in full when due without any setoff, deduction, or withholding for any reason.

3.2. Payment. Payment for the Services is made by Client on the first day of the Subscription Term (or on the yearly or monthly anniversary of the Subscription Term, as applicable) via the Client’s payment method/account in the Services

THE SUBSCRIPTION TERM AUTO RENEWS. IF YOU DO NOT WISH TO AUTO RENEW PLEASE MAKE THE REQUIRED CHANGES BY CONTACTING LCPTRACKER DIRECTLY AT [email protected] OR MAKING THE REQUIRED CHANGES IN THE CUSTOMER BILLING PORTAL.

3.3. Taxes. Unless otherwise stated, Service Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Contractor is responsible for paying all Taxes, if any, associated with Contractor purchases hereunder , other than those based on LCPtracker’s income. If LCPtracker has the legal obligation to pay or collect Taxes for which Contractor is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Contractor, unless Contractor provides LCPtracker with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. PROPRIETARY RIGHTS

4.1. Reservation of Rights. The Services and the LCPtracker Platform are not sold to Contractor or any third party. LCPtracker reserves all rights, title, and interest in and to Services and the LCPtracker Platform and its underlying software covered by this Agreement, including but not limited to all related intellectual property rights. No rights are granted to Contractor hereunder (whether by waiver, implication, estoppel, or otherwise) other than as expressly set forth herein for the Term.

4. 2 . Feedback and Aggregated Statistics . Any suggestions, enhancement requests, forms created, recommendations or other feedback relating to the operation/provision of the Services or the LCPtracker Platform provided by Contractor, including by Users, or worked on by LCPtracker and Contractor/Users (“Feedback”), during and after the Term is and remains the intellectual property of LCPtracker and LCPtracker has all rights therein to exploit and commercialize any Feedback as LCPtracker chooses without compensation or other consideration to Contractor or any Users. LCPtracker is not required to use any Feedback. Notwithstanding anything to the contrary in this Agreement, LCPtracker may monitor Contractor and Users use of the Services and the LCPtracker Platform and collect and compile Aggregated Statistics. As between LCPtracker, the Contractor and its Users, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LCPtracker without compensation or other consideration to Contractor. Contractor acknowledges that LCPtracker may compile Aggregated Statistics based on Feedback. Contractor agrees that LCPtracker may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law, provided that such Aggregated Statistics do not identify the Contractor’s or Users’ Confidential Information . All Users of Services or the LCPtracker Platform may be contacted by LCPtracker with information about LCPtracker events, services or products, and they will be given the opportunity to opt-out of any such communications.

4.3. Contractor Data. LCPtracker acknowledges that, as between LCPtracker and Contractor, Contractor owns all right, title, and interest, including all intellectual property rights, in and to the Contractor Data. Contractor hereby grants to LCPtracker a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Contractor Data and perform all acts with respect to the Contractor Data as may be necessary for LCPtracker to provide the Services and the LCPtracker Platform to Contractor, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use Contractor Data within the Aggregated Statistics and Feedback. LCPtracker is not responsible for any errors due to inaccurate information provided by Contractor or Users.

5. WARRANTIES AND DISCLAIMERS

5.1. Contractor Warranties. Contractor represents and warrants that (i) Contractor has validly entered into this Agreement , (ii) Contractor has collected all PII in accordance with all Applicable Law, including in relation to the provision of any notice and for obtaining any consent required under any Applicable Law, contract, or privacy policy in connection with Contractor’s provision of PII into the LCPtracker Platform to LCPtracker under this Agreement or pursuant to its obligations to an administrative client of LCPtracker as a subcontractor working on a project, (iii) Contractor has all sufficient and necessary rights to transfer PII into the LCPtracker Platform to LCPtracker under this Agreement, (iv) Contractor has the rights to use the data in the LCPtracker Platform in the manner it chooses to utilize the LCPtracker Platform; and (iv) Contractor will follow best practices in relation to data security . Contractor acknowledges that Contractor is solely responsible for the content uploaded into the LCPtracker Platform and warrants that Contractor shall comply with all Applicable Law and this Agreement in its use of the Services and the LCPtracker Platform and shall require all Users to do the same.

5.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND THE LCPTRACKER PLATFORM ARE PROVIDED “AS IS” AND LCPTRACKER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCPTRACKER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR THE LCPTRACKER PLATFORM WILL, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. LCPTRACKER PROVIDES NO LEGAL OR ACCOUNTING ADVICE. LCPTRACKER SERVICES ARE SOLELY TO HELP YOUR ADVISORS REVIEW CONSTRUCTION PROJECT ACTIVITY AND LCPTRACKER TAKES NO RESPONSIBILITY FOR ANY NEGATIVE TAX OUTCOMES ANY CLIENT OR THEIR CUSTOMERS MAY ENCOUNTER. CLIENTS, AND/OR PERSONS OR ENTITIES THAT THEY PERFORM SERVICES FOR, MUST PERFORM THEIR OWN DILIGENCE PURSUANT TO THE ADVICE OF THEIR TAX AND LEGAL COUNSEL IN FILING TAXES.

5.2. Binding Arbitration, Jury Waiver, and Class Waiver. THE BINDING ARBITRATION, JURY WAIVER, AND CLASS WAIVER PROVISIONS CONTAINED IN THE LCPTRACKER TERMS OF USE APPLY TO ALL CONTROVERSIES DERIVED FROM THE PROVISION OF SERVICES UNDER OR CONNECTED TO THIS AGREEMENT .

6. INDEMNIFICATION . Indemnification by Contractor. Unless prevented by Applicable Law, Contractor shall indemnify, hold harmless, and, at LCPtracker’s option, defend LCPtracker, it’s directors, officers and employees against any claim, demand, suit or proceeding made or brought against LCPtracker by a third party alleging that Contractor Data, or Contractor’s or its Users’ use of the LCPtracker Platform in a manner not permitted hereunder, (i) infringes or misappropriates the intellectual property rights or privacy rights of of a third party or (ii) violates Applicable Law, including, without limitation, a Contractor’s breach of Section 6.2(iii) (together with Section 7.2(i), a "Claim Against LCPtracker "), and shall indemnify LCPtracker for any damages, attorney fees and costs finally awarded against LCPtracker as a result of, or for any amounts paid by LCPtracker under a court-approved settlement of, a Claim Against LCPtracker; provided that LCPtracker (a) promptly gives Contractor written notice of the Claim Against LCPtracker; (b) gives Contractor sole control of the defense and settlement of the Claim Against LCPtracker (provided that Contractor may not settle any Claim Against LCPtracker unless the settlement unconditionally releases LCPtracker of all liability); and (c) provides to Contractor all reasonable assistance, at Contractor expense.

7. LIMITATION OF LIABILITY . THE LIMITATION OF LIABILITY PROVISIONS CONTAINED IN SECTION 7 OF THE LCPTRACKER TERMS OF USE APPLY TO THE PROVISION OF SERVICES UNDER OR CONNECTED TO THIS AGREEMENT.

8. TERM .

This Agreement commences on the Effective Date hereof and continues for the Subscription Term chosen by the Client (either monthly or yearly) within the LCPcertified SaaS solution, or termination of this Agreement as provided herein, whichever occurs first. All Subscription Terms shall automatically renew for subsequent additional like periods (each a “Renewal Term” and collectively, the “Term”) unless either Party gives the other Party notice of non-renewal at least ninety (90 ) days before the end of the then current applicable Subscription Term.

9 . TERMINATION

9.1 Termination. (a) LCPtracker (with no liability to Contractor) may terminate this Agreement for breach of the LCPtracker terms of use or breach of this Agreement at any time. (b) LCPtracker may, with no liability to the Contractor (except a pro rata refund of applicable Service Fees) terminate this Agreement for if there is a Service Suspension which is not in the opinion of LCPtracker commercially reasonably or practically capable of being cured (c) LCPtracker may, with no liability to the Contractor (except a pro rata refund of applicable Service Fees) or the Users, also terminate this Agreement to the extent LCPtracker discontinues any Services or Services package upon one hundred and eighty (180) days prior written notice to Contractor. (d) LCPtracker may terminate the Services at any time (with no liability and no refund of Service Fees) and the access of Contractor to the LCPtracker Platform at any time (with no liability and no refund of Service Fees) if the administrative clients of LCPtracker who control the relevant database(s) that the Contractor works in no longer maintain that database(s) as active and in their direct control, and/or no longer receive services from LCPtracker under a Master SaaS Agreement.

9.2. Refund or Payment upon Termination. Upon any termination under Sections 9.1(c) or 9.3(e) , LCPtracker shall refund Contractor any prepaid Service Fees covering the prorated remainder of the applicable yearly period of the Subscription Term within thirty (30) days after the relevant effective date of termination. Unless provided otherwise herein, upon any other termination, Contractor shall remain obligated for any unpaid Service Fees covering the remainder of the Subscription Term, a nd in that situation there are no refunds of prepaid Service Fees.

9.3. Service Suspension. Notwithstanding anything to the contrary in this Agreement, LCPtracker may temporarily suspend Contractor's and any User's access to any portion or all of the Services or the LCPtracker Platform if: (i) LCPtracker reasonably determines that (a) there is a threat or attack on any of the LCPtracker IP; (b) Contractor's or any User's use of the LCPtracker IP disrupts or poses a security risk to the LCPtracker IP or to any other customer or vendor of LCPtracker; (c) any User is using the LCPtracker IP for fraudulent or illegal activities; (d) subject to Applicable Law, Contractor has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) LCPtracker's provision of the Services or the LCPtracker Platform to Contractor or any User is (x) prohibited by Applicable Law, or (i) deemed by LCPtracker to be commercially unfeasible due to Applicable Law; or (ii) any vendor of LCPtracker has suspended or terminated LCPtracker's access to or use of any third-party services or products required to enable Contractor to access the Services or the LCPtracker Platform (any such suspension described in subclause (i), or (ii) of this Section 10.5, a “Service Suspension”). LCPtracker will have no liability for any liabilities or any other consequences that Contractor or any User may incur as a result of a Service Suspension.

10. GENERAL PROVISIONS

10.1. Governing Law. This Agreement is governed by and construed in accordance with choice of law and venue provisions contained in the LCPtracker Terms of Use.

10.2. Notices. Any notice required or permitted to be delivered pursuant to this Agreement, and any permission and approval required hereunder shall, unless otherwise provided herein, be in writing and shall be deemed to have been given upon electronic confirmation of delivery when sent by electronic mail to the Contractor using the email used by the Contractor at signup for the Services, and to LCPtracker at legal@lcptracker or to such other address as may be specified by either Party hereto upon notice given to the other Party in accordance with this Section. Certain LCPtracker updates regarding the Services are provided to Contractor at www.lcptracker.com/status .

10.3. Severability. If a provision of the Agreement or portion thereof is found to be invalid, illegal, or unenforceable under Applicable Law, it shall not invalidate or render unenforceable the remainder of such provision or the remaining provisions of the Agreement. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner.

10.4. Export Compliance. The Services and LCPtracker Platform may be subject to export laws and regulations of the United States and other jurisdictions. Contractor shall not access or use Services or the LCPtracker Platform in violation of any U.S. export law or regulation.

10.5. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. LCPtracker will reach out from time to time with opportunities to Contractor in relation to other LCPtracker product opportunities and Contractor consents to this. No employee, director, or officer of LCPtracker shall be held personally liable under this Agreement. There are no third-party beneficiaries to this Agreement.

10.6. Waiver. No failure or delay by either Party in exercising any right or partial right, remedy, power or privilege under this Agreement shall constitute a waiver of that right , remedy, power or privilege .

10.7. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Product Schedules), without consent of the other Party , to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party , provided that the assignee agrees in writing to be bound by the terms of this Agreement and has sufficient funds to discharge the assignor’s liabilities hereunder. A Party's sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party's election, termination of this Agreement upon written notice to the assigning Party and payment of all sums owing under the terms of this Agreement .

10.8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the Services. This Agreement in conjuction with the LCPtracker Terms of Use and Privacy Policy constitutes the entire agreement between the Parties in respect of the LCPtracker Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the LCPtracker Platform, however if there is a conflict between the LCPtracker Terms of Use or Privacy Policy and this Agreement the LCPtracker Terms of Use or Privacy Policy shall control. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by LCPtracker.

10.9. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to pay Service Fees hereunder by Contractor), if and to the extent such failure or delay is caused by an event of Force Majeure (”Force Majeure” hereunder means any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labor, trade disputes, breakdowns, accidents of any kind which are beyond the reasonable control of a Party, or passage of law or any action taken by a governmental or public authority, which makes it commercially unreasonable to continue to have this Agreement in force).

10.10. Equitable Relief. Contractor acknowledges and agrees that a breach or threatened breach by Contractor of any of its obligations under Section 2.2, would cause LCPtracker irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, LCPtracker will be entitled to seek equitable relief from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.