STANDARD TERMS AND CONDITIONS VERSION 1.0

KARLOCKED CORP. STANDARD TERMS AND CONDITIONS VERSION 1.0

The below-outlined Standard Terms & Conditions (the “Terms and Conditions”) are continued from and apply to your KARLOCKED CORP. Itemized Master Services Agreement (the “Agreement”). These Terms and Conditions are made effective as of the Effective Date as shown on your Agreement, by and between KARLOCKED CORP. (hereinafter “Company”), a Florida Profit Corporation, and the entities (hereinafter “Client”) listed in the signature block of the Agreement.

WHEREAS, Company provides services, software, web and mobile applications to clients; WHEREAS, Client desires to access and use Company’s Services (as defined); and,

WHEREAS, Company agrees to provide to Client, and Client agrees to utilize according to the requirements set forth by Company, the Services.

THEREFORE, in reliance upon the above recitals and in consideration of the agreements and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Client, intending to be legally bound, agree to the terms and conditions as follows:

TERMS AND CONDITIONS (CONTINUED)

USE OF THE SERVICE. Client agrees that it will use the Service in accordance with such reasonable policies as may be established by the Company from time to time. Client assumes exclusive responsibility for its use of the Service.

Client agrees that, except as otherwise permitted by the Company in writing, Client will use the Service only for its own internal business purposes and will not sell or otherwise provide, directly or indirectly, any of the Service, or any portion thereof, to any third party.
LICENSE: RETURN ON TERMINATION. The licenses and/or sublicenses for the Service granted by the Company to Client hereunder convey personal, non-exclusive, non-transferable rights and licenses and/or sublicenses, as the case may be to Client to use the Service only at the sites indicated on the Agreement licensed for the Service. All Service (including software, documentation, paper products, and Company-owned equipment) will be returned by Client to the Company within five (5) days of termination of the Schedule to which it relates.
SUPPORT SERVICES. The Company will provide reasonable support, which may at the Company’s option be provided by telephone, or other electronic media, for the use of the Service licensed hereunder. In addition, the Company will provide, without charge other than for freight and media, certain Company-designated improvements, enhancements, and updates made available by the Company to its Clients generally (the “Updates”), to the original copies of the Service licensed hereunder. Other Updates necessitated by third-party actions or requests will carry reasonable development, freight, and media charges which will be Client’s responsibility. The Updates will be deemed to be part of the Services.
OWNERSHIP, USE, AND CONFIDENTIALITY OF COMPANY PRODUCTS. Client acknowledges that the Service, the proprietary and third-party databases which are part of the Service, and related materials, and all copyrights, patents, trade secrets, and other intellectual and proprietary rights therein and thereto (collectively the “the Company Products”) are and shall remain the exclusive and confidential property of the Company or the third parties from whom the Company has obtained the right to use such Products. Client may use the Company Products only in conjunction with the Service. Client shall not copy, in whole or in part, the Company Products or related documentation. Client shall treat as confidential and will not disclose or otherwise make available any of the Company Products, in any form, including but not limited to, this Itemized Master Services Agreement, to any person other than employees of Client with a need-to-know.
CONFIDENTIALITY OF CLIENT FILES, FILE SECURITY. Any Client file or other information provided by Client to the Company for use with the Service and identified in writing as confidential (collectively the “Client Files”) shall remain the exclusive and confidential property of Client. The Company shall treat these as confidential and will not disclose or otherwise make available any Client Files to any person other than employees of the Company with a need-to-know.
WARRANTY.

The Company warrants that the Service will conform to their respective functional and technical specifications. This warranty shall not extend to Service that has been altered, changed, or modified in any way. Client shall be responsible for ensuring that it uses the Service in compliance with Client’s agreements with third parties.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SERVICE LEVEL AGREEMENT

The Company’s sole obligation in case of any breach of its representations and warranties set forth in Paragraph 9 above shall be to use reasonable efforts to correct any Service which are not in compliance with the warranties provided in Paragraph 9(A) above.

Company’s liability for any Service Interruption (individually or collectively, “Liability”), shall be limited to the amounts set forth in Table 1 below. For the purposes of calculating credit for any such Liability, the Liability period begins when the Client reports an interruption in the portion of the Service to Company, provided that the Liability is reported by Client during the duration of the Liability, and, a trouble ticket is opened; the Liability shall be deemed resolved upon closing of the same trouble ticket or the termination of the interruption, if sooner, less any time Company is awaiting additional information or premises testing from the Client. In no event shall the total amount of credit issued to Client’s account on a per-month basis exceed 50% of the total monthly recurring charge of the affected equipment and/or service (“MRC”) set forth in the applicable Schedule. Service Interruptions will not be aggregated for purposes of determining credit allowances. To qualify, Client must request the Credit from Company in writing within thirty (30) days of the interruption. Client will not be entitled to any additional credits for Service Interruptions. Company shall not be liable for any Liability caused by force majeure events, Planned Service Interruptions, or Client actions, omissions, or equipment.

Table 1

Length of Service Interruption: Amount of Credit:

Less than 4 hours	None
At least 4 hours but less than 12 hours	5% of Total MRC of the affected Service
At least 12 hours but less than 24 hours	10% of Total MRC of the affected Service
At least 24 hours but less than 36 hours	20% of Total MRC of the affected Service
At least 36 hours but less than 48 hours	30% of Total MRC of the affected Service
At least 48 hours but less than 72 hours	40% of Total MRC of the affected Service

At least 72 hours or greater	50% of Total MRC of the affected Service

THE TOTAL CREDIT ALLOWANCES PER MONTH ARE CAPPED AT 50% OF THAT MONTH’S MRC OF THE AFFECTED SERVICE FOR THE INTERRUPTED CIRCUIT. SOFWARE INTERRUPTIONS ARE NOT AGGREGATED FOR THE PURPOSES OF DETERMINING CREDIT ALLOWANCES.

The Company shall not be liable or deemed to be in default for any delay or failure to perform under this Agreement or for the interruption to the Service resulting directly or indirectly from any cause beyond the Company’s reasonable control.
As used in this Paragraph 10, the term “Company” shall be deemed to include each third party who provides the Company with any portion of the Service being provided to Client.
IN NO EVENT WILL THE COMPANY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT AND THE SCHEDULES HERETO, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LAWS AND GOVERNMENTAL REGULATIONS. Client shall be responsible (i) for compliance with all laws and governmental regulations affecting its business and (ii) for any use it may make of the Service to assist it in complying with such laws and governmental regulations. If providing any of the Service to Client hereunder violates, or in the Company’s opinion is likely to violate, any laws or governmental regulations, the Company may, upon written notice to Client, immediately cease providing the affected Service to Client.
DEFAULT BY CLIENT. It shall be a breach of this Agreement if Client (i) fails to pay when due any sum of money due hereunder or pursuant to any of the Schedules hereof, or (ii) defaults in the performance of any of the other provisions under this Agreement.

COMPANY EMPLOYEE SOLICITATION AND HIRING: Client agrees not to solicit the employment of any manager, trainer, independent contractor, agent, or employee of the Company without the express written consent of the Company. In the event that the Client, its agents, and/or related companies, hire or contract with any manager, trainer, independent contractor, agent, or employee of Company without the Company’s consent, the Company and Client agree that actual damages will be difficult to determine and that the fixed sum of $300,000.00 per person hired by Client bears a reasonable relationship to the loss foreseeable from the breach. This restriction will be applicable to any and all persons who have been in the contract or employment of the Company for 36 months to being engaged by the Client.
GENERAL

Client acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement and the Schedules hereto contain the parties’ entire agreement with respect to their subject matter and supersede all existing agreements and all other oral, written, or other communications between them concerning their subject matter. This Agreement shall not be modified in any way except by writing and signed by both parties.
This Agreement (including, without limitation, the licenses) may not be assigned by Client, without the Company’s prior written consent. This Agreement shall be binding upon and shall inure to the benefit of the Company and Client and their respective successors and permitted assigns.
If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
All notices shall be in writing, sent by recognized courier, registered or certified mail, to the Company and Client at the addresses set forth on the Itemized Master Service Agreement or as otherwise designated in writing. Any notice to the Company shall be sent to the attention of the Company’s Chief Operating Officer.
A breach of any provision of Paragraph 7 or 8 of this Agreement will cause the Company or Client, as the case may be, irreparable injury and therefore may be enjoined through injunctive proceedings in addition to any other rights or remedies which may be available to such party, at law or in equity.
It is agreed to between the parties that the venue for any disputes arising from this Agreement shall be state court in Palm Beach County, Florida, and shall be governed by the laws of the State of Florida. The parties hereby consent to the exclusive jurisdiction of such courts over any such disputes.
If either party brings a legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys’ fees) incurred in connection with pre-suit enforcement, the lawsuit, and any appeal.