Master Services Agreement

THIS MASTER SERVICES AGREEMENT (the "Agreement"), effective as of the date of execution (the "Effective Date"), is by and between Dispatch Tailor LLC, a Delaware limited liability company with offices located at 300 Carnegie Center Dr #150, Princeton, NJ 08540 ("Agency"), and Client, each a "Party" and collectively, the "Parties."

1. DEFINITIONS

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, including ownership of more than 50% of the voting securities of a Person.

"Agency Materials" means any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Agency or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Agency Materials do not include Client Data.

"Agency Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Agency or any Subcontractor.

"Agency Systems" means the information technology infrastructure used by or on behalf of Agency in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Agency or through the use of third-party services.

"Client Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client by or through the Services.

"Days" means calendar days except where business days are otherwise specified.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Representatives" means, with respect to a Party, that Party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Agency.

2. SERVICES; ASSIGNED PERSONNEL

2.1 The Services

Subject to and conditioned on Client's compliance with the terms and conditions of this Agreement, Agency will provide managed services to Client during the Term, consisting of the assignment of one or more employees of Agency (each, an "Assigned Employee") to support Client with a range of tasks and problem solving needs that are suitable for delegation (collectively, the "Services"). The specific scope of Services, the identity of each Assigned Employee and any applicable service levels or usage parameters will be set forth in one or more written service confirmation, statement of work or other similar schedule executed by the Parties from time to time (each an "SOW"). Each SOW, including any change orders and amendments thereto, is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and any SOW, this Agreement controls unless the SOW expressly states otherwise. Any change to an SOW must be in a mutually signed change order.

2.2 Assignment and Management of Personnel

Agency will recruit, screen, employ, compensate and, in Agency's sole discretion, reassign its Assigned Employees, and will use personnel with skills and experience reasonably appropriate for the applicable assignment in accordance with the applicable SOW. As between the Parties, Agency will be solely responsible for: (i) payment of all wages and other compensation to Assigned Employees and the provision of any benefits that Agency elects to provide; (ii) withholding and remitting payroll and other employment related taxes; (iii) providing and maintaining workers' compensation and unemployment insurance as required by Law; (iv) ensuring that Assigned Employees are legally authorized to work in the jurisdiction in which Services are performed; and (v) compliance with applicable employment and employee benefits Laws.

At Client's written request, Agency will require Assigned Employees to enter into written obligations concerning confidentiality and assignment of intellectual property that are no less protective of Client than the terms of this Agreement. Client acknowledges that nothing in this Agreement is intended to create an employment relationship between Client and any Assigned Employee.

2.3 Client Direction and Responsibility for Substantive Work

Client will be responsible for providing the Assigned Employee with day-to-day tasks, priorities and substantive instructions and for reviewing and approving all work product for Client's benefit. Client retains exclusive responsibility for the direction, supervision and review of any substantive work, including any professional judgments, advice, strategies or client facing work performed under Client's license, authorization or brand. Without limiting the foregoing, Client assumes all risk and liability arising from its use of the Services and from any conclusions, decisions or actions taken by Client or its clients that are based on assistance or outputs provided by Assigned Employees or Agency Materials.

2.4 Service Management

Client shall designate a service manager to act as its primary point of contact for day-to-day communications, consultation, and decision-making under this Agreement. The service manager shall be someone with authority to provide all routine consents and approvals on Client's behalf. If the service manager is replaced or leaves Client's employment, Client shall notify Agency in writing and designate a replacement within two (2) business days.

2.5 Changes

The Parties acknowledge that Client's operational needs and the day-to-day activities performed by the Assigned Employee may evolve over time, and that such evolution is permitted without a written amendment so long as it remains consistent with the general scope and overall level of effort described and the assumptions made in the applicable SOW. Any material change in the details of an SOW or the assumptions on which the SOW is based (including, but not limited to, a suspension of the Services by Client or changes in the Services) will require an executed change order. Agency will not commence any additional work that is not included in the applicable SOW unless and until Agency receives a fully executed change order pursuant to the terms herein.

2.6 Subcontractors

Agency may from time to time in its discretion engage third parties to perform all or part of the Services (each, a "Subcontractor").

2.7 Artificial Intelligence Use

Agency may use artificial intelligence-powered technology or similar machine learning tools to assist in providing the Services. Agency will ensure that any use of artificial intelligence tools that store or process Client Data for the benefit of Client do so only within Agency's internal environment, or within another environment expressly approved in writing by Client.

2.8 Data Backup

The Services do not replace Client's obligation to maintain its own data backups and security measures for Client Data maintained in Client's systems. Client is solely responsible for backing up, securing, and protecting Client Data in its possession or control and maintaining secure copies of any Client Data. To the extent Agency receives or stores copies of Client Data in connection with the Services, Agency does not guarantee that such data will be immune from unauthorized access, loss, or corruption and shall not be liable for any such events, including as a result of data breaches, system failures, outages, or downtime.

3. FEES AND PAYMENT

3.1 Fees

Client shall pay Agency the fees to be set forth in each SOW or fee schedule, which may be updated by the Agency at any time by providing Client thirty (30) days' prior written notice of the expected changes ("Fees").

3.2 Taxes

All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Agency's income.

3.3 Payment

Agency will invoice Client on or about the first (1st) of each month for the current month's Services. Any overages or additional Fees incurred during a billing period will be invoiced the following month. Client shall pay all Fees and Reimbursable Expenses (as defined below) on or prior to the due date set forth on the applicable invoice, or if no due date is specified, within fifteen (15) days after the date of the invoice. Client shall make all payments hereunder in US dollars to the address or account specified in writing, or such other address or account as Agency may specify in writing from time to time.

3.4 Late Payment

If Client fails to make any payment when due then, in addition to all other remedies that may be available:

• Agency may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;
• Client shall reimburse Agency for all costs incurred by Agency in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and
• if such failure continues for ten (10) days following written notice thereof, Agency may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Client or any other Person by reason of such suspension.

3.5 No Deductions or Setoffs

All amounts payable to Agency under this Agreement shall be paid by Client to Agency in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as required by Law).

3.6 Reimbursable Expenses

Client shall reimburse Agency for out-of-pocket expenses incurred by Agency in connection with performing the Services and that are preapproved by Client ("Reimbursable Expenses").

4. CONFIDENTIALITY

4.1 Confidential Information

In connection with this Agreement each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). Subject to Section 4.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, clients, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing: all Agency Materials are the Confidential Information of Agency and the financial terms and existence of this Agreement are the Confidential Information of each of the Parties.

4.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:

1. was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement;
2. was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement;
3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
4. the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

4.3 Protection of Confidential Information

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

• not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
• except as may be permitted by and subject to its compliance with Section 4.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 4.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 4;
• safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care;
• promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
• ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 4.

Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 4 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Law other than as a result of any act or omission of the Receiving Party or any of its Representatives.

4.4 Compelled Disclosures

If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 4.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 4.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Agency Materials

All right, title, and interest in and to the Agency Materials, including all Intellectual Property Rights therein, are and will remain with Agency and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Client has no right, license, or authorization with respect to any of the Agency Materials except as necessary to utilize the Services. All other rights in and to the Agency Materials are expressly reserved by Agency.

5.2 Client Data

As between Client and Agency, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 5.3. Client is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the work product created by Assigned Employees on Client's behalf ("Deliverables"), including all Intellectual Property Rights therein, and all such Deliverables are hereby deemed a "work made for hire" for Client as defined in 17 U.S.C. § 101.

To the extent that any of the Deliverables do not constitute a "work made for hire," Agency hereby irrevocably assigns, and shall cause the Assigned Employees to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Agency shall cause the Assigned Employees to irrevocably waive, to the extent permitted by applicable law, any and all claims such Assigned Employees may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.

5.3 Consent to Use Client Data

Client hereby irrevocably grants all such rights and permissions in or relating to Client Data as are necessary or useful to Agency, its Subcontractors, and the Agency Personnel to enforce this Agreement and exercise Agency's, its Subcontractors', and the Agency Personnel's rights and perform Agency's, its Subcontractors', and the Agency Personnel's obligations hereunder.

5.4 Non-Exclusivity

This Agreement shall be non-exclusive and nothing herein prohibits Agency from providing the Services to other persons or entities, including competitors of Client or those in the same industry.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Party that:

1. if it is a corporate entity, it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
3. if it is a corporate entity, the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

6.2 Additional Client Representations, Warranties, and Covenants

Client represents, warrants, and covenants to Agency that Client owns or otherwise has and will have the necessary rights and consents in and relating to Client Data so that, as received by Agency in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

6.3 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1, ALL SERVICES AND AGENCY MATERIALS ARE PROVIDED "AS IS." AGENCY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, AGENCY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR AGENCY MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE ACCURATE, COMPLETE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

7. INDEMNIFICATION

7.1 Agency Indemnification

Agency shall indemnify, defend, and hold harmless Client and Client's officers, directors, employees, agents, permitted successors, and permitted assigns (each, a "Client Indemnitee") from and against any and all Losses incurred by a Client Indemnitee resulting from any Action by a third party that arises out of or results from, or is alleged to arise out of or result from:

1. Agency's breach of any of its representations, warranties, covenants, or obligations under this Agreement;
2. Agency's infringement or misappropriation of third-party Intellectual Property Rights; or
3. negligence or more culpable act or omission (including recklessness or willful misconduct) by Agency, its employees, contractors, representatives, or any third party acting on behalf of Agency in connection with this Agreement.

Agency's foregoing indemnity obligation does not apply to the extent that any such third-party Action arises from Agency's use of Client Data.

7.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Agency and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an "Agency Indemnitee") from and against any and all Losses incurred by such Agency Indemnitee resulting from any Action by a third party that arises out of or results from, or is alleged to arise out of or result from:

1. Client's breach of any of its representations, warranties, covenants, or obligations under this Agreement;
2. any Client Data, materials, specifications, or other information provided by or on behalf of Client or any third party on behalf of Client, including any allegation that any Client-provided materials infringe, misappropriate, or otherwise violate a third party's rights;
3. Agency's compliance with Client's written instructions, directions, or specifications, except to the extent the Action arises from Agency's gross negligence or willful misconduct;
4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Client, its employees, contractors, representatives, or any third party on behalf of Client in connection with this Agreement.

7.3 Indemnification Procedure

Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving written notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 7.3 will not relieve the Indemnitor of its obligations under this Section 7, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

7.4 Sole Remedy

THIS SECTION 7 SETS FORTH CLIENT'S SOLE REMEDIES AND AGENCY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. LIMITATIONS OF LIABILITY

8.1 EXCLUSION OF DAMAGES

IN NO EVENT WILL AGENCY OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.2 CAP ON MONETARY LIABILITY

IN NO EVENT WILL THE AGGREGATE LIABILITY OF AGENCY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO AGENCY UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. TERM AND TERMINATION

9.1 Initial Term

The term of this Agreement shall commence on the Effective Date, and shall continue until terminated in accordance with the terms and conditions hereof (the "Term").

9.2 Termination

In addition to any other express termination right set forth elsewhere in this Agreement:

• Either Party shall have the right to terminate this Agreement for any reason upon thirty (30) days' advanced written notice to the other Party;
• Agency may terminate this Agreement effective on written notice to Client, if Client fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Agency's delivery of written notice thereof;
• either Party may terminate this Agreement effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
• either Party may terminate this Agreement, effective immediately upon written notice to the other Party and subject to applicable Law, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law that is not dismissed within thirty (30) days; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.3 Effect of Termination or Expiration

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

• all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
• each Party shall return or destroy the other Party's Confidential Information;
• Client shall immediately cease all use of the Services and Agency Materials; and
• all accrued Fees become immediately due and payable.

9.4 Surviving Terms

Sections on Definitions, Confidentiality, Intellectual Property Rights, Representations and Warranties (including disclaimers), Indemnification, Limitations of Liability, and these miscellaneous provisions shall survive any termination or expiration of this Agreement.

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties.

Notices

If to Agency:
DISPATCH TAILOR LLC
300 Carnegie Center Dr #150
Princeton, NJ 08540
Email: info@dispatchtailor.com
Attention: Jamie Zug, CEO

If to Client:
The address and email provided during account creation or as updated through written notice.

Entire Agreement

This Agreement, together with any applicable SOWs, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

Amendment and Modification

Agency may modify this Agreement by posting updated terms and providing notice to Client. Material changes are effective 30 days after notice. Continued use of the Services constitutes acceptance of any modifications.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule.

Waiver of Jury Trial

Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.