Terms and Conditions • 2:45Tech Knoxville, TN %

Exhibit A

1. Service: The Client desires 2:45Tech, LLC (“2:45Tech”) at 5002 Kingston Pike, 2^nd Floor, Knoxville, Tennessee 37919, to perform and 2:45Tech agrees to perform Consulting Services, Support Services, Marketing Services, Web Site Development and any other work in accordance with the attached Estimate (collectively the “Agreement”).
2. Term: The Initial Term of this Agreement is to commence on the date the Client signs the Agreement (“Effective Date”) and is to continue until completion of all responsibilities in the Agreement. The Initial Term will continue for twelve (12) from the Effective Date of this Agreement. This agreement will automatically renew (the “Renewal Term”) at the end of each term for a further term of twelve (12) months unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term.
3. Payment for the services set forth in this Agreement is to be made as follows:
  1. Design & Development Fee: As a consulting, design and setup fee, Client agrees to pay 2:45Tech a non-refundable development fee as set forth in this Agreement. Payments for Development are due on the Effective Date of this Agreement. State sales tax will be charged where applicable.
  2. Subscription Fee: If applicable and listed on the Agreement, Client also agrees to pay 2:45Tech a Services Subscription Fee. The Services Subscription Fee will be billed in advance and is due and payable as set forth on the Agreement. The Services Subscription is to start upon the date of acceptance. If acceptance is signed on any other day other than the 1^st day of the month, the Services Subscription fee will be prorated.
  3. Out of Pocket Expenses: Out of pocket expenses including, but not limited to, messengers, overnight delivery charges, and travel expenses will be billed in addition to fees and charges listed in this Agreement with the Client’s prior approval of such expenses.
  4. Changes in Scope: Changes in scope, configuration, or specifications or a request to provide services not specifically listed in the Agreement will require a revised estimate of the fees listed in the Agreement. Such revision will be made and submitted to Client as a Change Order. Upon approval by Client, the Change Order will become an amendment to this Agreement subject to the terms and conditions hereof.
4. Limited Warranty: 2:45Tech warrants for a period of thirty (30) days from the date of the acceptance of the Final Version, the Web Site, if operated as directed, will achieve the functionality described in the Agreement. The Company does not warrant, however, that the Client’s use of the Web Site will be uninterrupted or that the operation of the Web Site will be error-free.
5. Ownership of Product: Client acknowledges and agrees that all Product is the valuable property of 2:45Tech, and that 2:45Tech has all right, title, and interest (and all Proprietary Rights) in and to all such Product, until such time that Client has remitted payment in full according to the provisions of Section 3 and 2:45Tech has provided the Final Version Materials to Client. No right or title to or ownership of any Product, or any Proprietary Rights associated therewith, shall be transferred to Client or any other Person until such time.
6. Copyrights, Trademarks and Releases: Client hereby agrees that 2:45Tech shall not be liable for, and agrees to hold 2:45Tech harmless from, any violation of copyright or trademark infringement caused by client’s supplied content. Client agrees that any photography, line art, illustrations or any other media supplied by Client have full releases and licensure from participants and owners. In addition, 2:45Tech agrees that any photography, line art, illustrations or any other media supplied by 2:45Tech have full releases and licensure from participants and owners.
7. Final Version of Web Site: Client will be provided with the opportunity for a final review of the Web Site after completion of the Services set forth in this Agreement. Accordingly, Client hereby agrees that 2:45Tech will not be liable for, and agrees to hold 2:45Tech harmless from, any typographical or other context errors in the Web site, provided that such typographical or other context error appeared in the Final Version of the Web Site presented to Client. Additionally, Client agrees that any modifications, revisions, changes, enhancements or upgrades made to the Web Site after the acceptance of the Final Version may incur additional charges.
8. Disclaimer of Warranties and Limitation of Liability:
  1. 2:45Tech provides services hereunder strictly on an “AS IS” and “AS AVAILABLE” basis without any express guarantee or assurance of quality, reliability, or functionality. Except as expressly set forth herein, Client accepts all risk, including all risk with respect to suitability, use and performance of Internet Connection Service. PROVIDER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In any instance involving performance or nonperformance by 2:45Tech with respect to services provided hereunder, Client’s sole remedy shall be refund of a pro rata portion of the price paid for Service which was not provided.
  2. 2:45Tech will not be liable for any damage that Client may suffer arising out of use, or inability to use, the Services except for intentional acts by 2:45Tech personnel. 2:45Tech will not be liable for unauthorized access to Client’s transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of Client’s or Client Customers’ data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of 2:45Techs’ negligence. 2:45Tech shall not be liable for indirect, consequential, incidental, or special damages even if advised of the possibility in advance. 2:45Tech shall not be liable for any lost property or data of Client or Client’s Clients. 2:45Tech’s liability for damages to Client for any cause whatsoever, regardless of form of action, shall be limited to amounts paid by Client to 2:45Tech hereunder during the one-month period preceding the incident giving rise to the claim for damages.
9. Termination:
  1. Either party may terminate this Agreement at the end of the term by providing the other party written notice of termination at least 30 days prior to the end of any term.
  2. Upon the termination of this Agreement, any and all payment obligations of Client which have accrued as of such termination will become due immediately. If such payment is not received within fifteen (15) business days from the termination of the Agreement, 2:45Tech shall have the right to remove all material which it has obtained from the Client and which 2:45Tech maintains as part of its performance under this Agreement.
  3. If Client terminates this Agreement pursuant to this Section prior to the end of the Initial Term or any Renewal Term, Client shall pay the following early termination charges:
    1. One hundred percent (100%) of the remaining amount due under this Agreement for the remaining months of the term;
    2. One Hundred percent (100%) of any initially waived fees or charges and one hundred percent (100%) of any discount provided for any services under the Agreement.
  4. 2:45Tech may suspend and/or terminate this Agreement if Client breaches this Agreement and fails to cure such breach within three (3) days after receiving notice thereof from 2:45Tech; provided, however, that 2:45Tech may immediately suspend and/or terminate this Agreement without notice under the following circumstances:
    1. In order to prevent damage to or degradation of its Internet network integrity which may be caused by the Client or anyone using Client’s access,
    2. To comply with any law, regulation, court order, or other governmental request or order which requires immediate action,
    3. For a violation of 2:45Tech’s Internet Acceptable Use Policy (“AUP”) as posted at 2:45Tech’ Hosting Web site (a copy of such policy is posted, as of the date hereof, at https://245tech.com/legal/) and as may be modified by 2:45Tech without notice from time to time, or
    4. For other behavior that in 2:45Tech’s sole discretion may be deemed to be illegal or otherwise to protect 2:45Tech from legal liability.
10. Survivability: Upon expiration or termination of this Agreement all provisions shall survive and continue to bind the Parties.
11. Acceptance: All terms and conditions of this Agreement are in lieu of and override any contrary terms or conditions, preprinted or otherwise, whether received prior to, during or after Client’s acceptance of this Agreement. 2:45Tech shall not be bound by any provision, printed or otherwise, at variance or in addition to the terms of this Agreement, that may appear on any form used by Client unless 2:45Tech expressly accepts any such provision in writing.
12. General: Client hereby acknowledges and agrees to the following:
  1. Any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand or certified mail return receipt to the other party at the other party’s address stated herein. Either party may change its address as stated herein by giving notice of the change as stated in this subsection.
  2. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
  3. In the event any collection efforts and/or legal action is required to enforce the terms of this Agreement, collection costs, attorney’s fees and legal expenses shall be recoverable by the party that subsequently prevails.
  4. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both Client and 2:45Tech or is expressly provided for in this Agreement.
  5. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee without regard to its conflicts principles.
  6. The terms and conditions of this Agreement are in lieu of and override any contrary terms or conditions, preprinted or otherwise, whether received prior to, during, or after clients acceptance of the printed or otherwise, with varies, modifies, or adds to the terms of the Agreement, that may appear on any form used by the Client unless 2:45Tech expressly accepts any such provision in writing.
  7. The proposal attached hereto signed by 2:45Tech setting forth the payment amounts and term length is expressly incorporated herein as part of this Agreement and shall be considered part of this Agreement when construing the Agreement.