MASTER TERMS & CONDITIONS OF CONSULTING SERVICES

THESE TERMS AND CONDITIONS FORM A MATERIAL PART OF THE AGREEMENTS BETWEEN OSPREY HOLDINGS, LLC, DBA OPERATIONAL SECURITY SOLUTIONS (“OSS”) AND CLIENT RELATING TO CONSULTING SERVICES, INCLUSIVE OF STATEMENT OF WORK, AS APPLICABLE.  OSS EXPRESSLY REJECTS ANY TERMS OR CONDITIONS THAT MAY HAVE BEEN DISCUSSED OR PROPOSED IN PRIOR NEGOTIATIONS OR WRITTEN OR ORAL COMMUNICATIONS THAT ARE NOT INCLUDED HEREIN.  ANY ADDITIONAL TERMS OR CONDITIONS MAY ONLY BECOME PART OF THE AGREEMENT BY AN AMENDMENT SIGNED BY BOTH PARTIES.

1.       TERMS AND CONDITIONS

1.1         Introduction. This document shall be known as the OSS Master Terms and Conditions of Consulting Services.  Together with the accompanying Statement of Work (SOW) signed by OSS and Client, it forms a binding Agreement between the parties.

1.2         Definitions.

•                Agreement (when capitalized): This contract between OSS and Client.

•                Deliverables: Those items specified in the Deliverable Section of the Statement of Work.

•                OSS: Osprey Holdings, LLC, dba Operational Security Solutions.

•                Statement of Work (SOW): The Agreement between OSS and Client specifying details of the services being supplied, pricing, and project schedule.

2.       PAYMENTS

2.1        Payments; Payment Terms. Payments may be made using cash, credit card, check, ACH or wire transfer or other method approved by OSS.  All payments are to be made in United States Dollars.  OSS charges include applicable sales taxes.

Client shall pay amounts due and payable to OSS within fifteen (15) days from the date of the invoice. In the event Client fails to pay OSS within that period, OSS shall notify Client of the outstanding obligation. If Client fails to remedy the deficiency within five (5) business days, Client agrees to pay a 5% late fee. For each succeeding 30-day period that Client fails to pay all charges owed to OSS, OSS shall charge an additional 5% late fee. If Client has an outstanding balance that remains unpaid for 90 days from the due date, OSS shall have the right to initiate collection procedures, and Client agrees to reimburse OSS for any legal and/or collection fees incurred.

2.2        Payment Disputes. All invoices shall be deemed accurate unless Client provides OSS notice in writing of an error within 10 days following receipt of the invoice. The due date for any disputed amount will be extended until OSS determines, in its sole discretion, whether such amount is accurate.  Client must pay any undisputed amounts within the normal 15-day period in section 2.1.

If you claim an exemption from your obligation to pay taxes, you must provide OSS with an appropriate, accurate, and valid tax exemption certificate applicable to your purchase. The parties will cooperate with each other to minimize any applicable taxes, including reasonable notice and cooperation in the case of any audit.

3.       CONFIDENTIAL INFORMATION

OSS recognizes and acknowledges that this Agreement creates a confidential relationship between OSS and Client and that information that is not in the public domain concerning Client's business affairs, properties, methods of operation, documentation, and other such information, whether written, oral, or otherwise, is confidential in nature ("Confidential Information"). OSS agrees to take all reasonable precautions for the protection of Confidential Information. Except as directed by Client or required by law or a court order, OSS agrees it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will return to Client all confidential documentation supplied for the performance of this engagement.  OSS further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

4.       LIMITATION OF LIABILITY

4.1        Limitation of Liability. OSS makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose, that implementation of any of its security recommendations will eliminate the occurrence of events they are intended to detect or avert. Such events result from many factors beyond OSS’s control. OSS’s liability under this Agreement shall be limited to damages resulting from gross negligence or willful misconduct.  If OSS or any of its employees, agents, or subcontractors are found liable for any loss, damage or injury in connection with the services provided herein, under any legal theory, their maximum liability shall be limited to the amounts paid by Client to OSS under this Agreement. Any such damage payments to Client shall constitute agreed-upon damages, not a penalty, and shall be Client’s sole remedy. Under no circumstances shall OSS be liable for indirect, special, incidental, consequential, or punitive damages. Under no circumstances shall OSS be liable for lost profits or revenue; lost or damaged property; lost goodwill; loss of use of property or Client premises; loss of business opportunity; business interruption or downtime; governmental fines and charges; or the claims of third parties, including claims made against Client.

4.2        Indemnification. OSS makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose, that implementation of any of its security recommendations will eliminate the occurrence of events they are intended to detect or avert. Such events result from many factors beyond OSS’s control. OSS’s liability under this Agreement shall be limited to damages resulting from gross negligence or willful misconduct.  If OSS or any of its employees, agents, or subcontractors are found liable for any loss, damage or injury in connection with the services provided herein, under any legal theory, their maximum liability shall be limited to the amounts paid by Client to OSS under this Agreement. Any such damage payments to Client shall constitute agreed-upon damages, not a penalty, and shall be Client’s sole remedy. Under no circumstances shall OSS be liable for indirect, special, incidental, consequential, or punitive damages. Under no circumstances shall OSS be liable for lost profits or revenue; lost or damaged property; lost goodwill; loss of use of property or Client premises; loss of business opportunity; business interruption or downtime; governmental fines and charges; or the claims of third parties, including claims made against Client.

4.3        Time limit for claims. No suit or action shall be brought against OSS more than one (1) year after the date of the incident that resulted in the loss, injury or damage, or the shortest duration permitted if applicable law allows a time period greater than one (1) year.

5       DISPUTE RESOLUTION

5.1        Mediation. In the event of any dispute, claim, question, or disagreement arising from or relating to the Agreement or the breach thereof, OSS and Client agree to mediate any such disputes before resorting to arbitration or court action.  Mediation fees, if any, shall be divided equally among the parties.  If, for any dispute or claim to which this provision applies, any party either 1) commences an action without first attempting to resolve the matter through mediation or 2) before commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees or costs, even if they would otherwise be available to that party in any such action.  Such mediation will be treated as confidential.

5.2        Arbitration. If a negotiated resolution cannot be reached within 30 days, then, upon notice by either party to the other, any and all disputes, claims, questions, or differences between the parties shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitration shall be conducted in Fresno, California. The arbitration award shall include findings of fact and conclusions of law and include a breakdown as to specific claims.  If either party is deemed to be the prevailing party by the arbitrator, that party shall be awarded all of its costs and fees.

5.3        Jurisdiction; Forum; Governing Law. This Agreement shall be governed by the laws of the State of California, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable. Any claims arising hereunder shall be prosecuted in the appropriate court within the State of California.  The parties hereto submit and consent to the jurisdiction of the courts present in the State of California in any action brought to enforce (or otherwise relating to) this Agreement.

5.4        Attorney's Fees. If any Party to this Agreement reasonably retains counsel for the purpose of enforcing any provision of this Agreement, then if the matter is settled by judicial or quasi-judicial determination, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing Party for all costs and expenses incurred, including without limitation all attorneys’ fees and costs for services rendered to the prevailing Party and any attorneys’ fees and costs incurred in enforcing any judgment or order entered.

5.5        WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

5.6        Waiver of Illegality Defense. Both parties hereby acknowledge that there is a conflict between California law and Federal law regarding the legality of marijuana, and any Marijuana-Related Business may be subject to Federal law enforcement actions. The parties agree it is their intent that all terms and provisions of this Agreement be fully enforced, and they explicitly waive every present and future defense, cause of action, or counterclaim based on the argument that this Agreement is promoting or furthering an illegal activity or is contrary to public policy, and hereby agree that their obligations under this Agreement shall not be extinguished or impaired by an illegal activity defense. This provision is a material inducement for OSS to enter into this Agreement with Client.

This Section 5 shall survive and continue in full force and effect, notwithstanding the expiration or termination of the Agreement or any part thereof.

6.       TERM AND TERMINATION

6.1        Term. This Agreement shall remain in force and effect from the Effective Date specified in the Statement of Work until Services Acceptance or final payment, whichever is last.  Following termination, some sections of this Agreement will remain in full force and effect, as detailed in Section 7.12.

Client shall pay amounts due and payable to OSS within fifteen (15) days from the date of the invoice. In the event Client fails to pay OSS within that period, OSS shall notify Client of the outstanding obligation. If Client fails to remedy the deficiency within five (5) business days, Client agrees to pay a 5% late fee. For each succeeding 30-day period that Client fails to pay all charges owed to OSS, OSS shall charge an additional 5% late fee. If Client has an outstanding balance that remains unpaid for 90 days from the due date, OSS shall have the right to initiate collection procedures, and Client agrees to reimburse OSS for any legal and/or collection fees incurred.

6.2        Termination. Client may cancel the Services at any time with one (1) day written notice, except as otherwise provided herein. In such event, Client shall pay OSS for all Services performed and reimburse OSS for all expenses incurred through the date of termination.  OSS shall make reasonable efforts to suspend work in progress as soon as possible upon receipt of such notice.

Should any such Services remain unfulfilled at the end of the anticipated term of this SOW as a result of Client’s delay in allowing OSS to commence work or Client’s failure to make the appropriate facilities available or to perform necessary prerequisites, OSS may cancel the unfulfilled Services with three (3) days prior written notice. In the event Client has prepaid for the Services, OSS will refund any such prepaid fees applicable to cancelled Services not performed on the date of termination.

7.       MISCELLANEOUS

7.1        General Warranty. Client warrants that (i) Client has the right, power, and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) Client is authorized to bind any affiliated licensee or purchaser to the provisions of this Agreement; and (iii) the making of this Agreement does not violate any existing Agreement between Client and any third party.

7.2        Intellectual Property. OSS expressly acknowledges and agrees that all deliverables prepared by OSS under this Agreement shall be considered works for hire and the exclusive property of Client unless otherwise specified.

7.3        Compliance with Laws. Both parties represent and warrant that they are, and shall remain during the term of this Agreement, in compliance with all applicable laws, regulations, and codes.  Neither party shall not take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party.

7.4        Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

7.5        Force Majeure. Neither OSS nor Client shall be considered in breach of this Agreement to the extent that performance of their respective obligations is prevented by an event that is beyond its reasonable control, arising after the Effective Date, provided that the affected party shall a) give notice to the other party within thirty (30) days of the event; and b) make commercially reasonable efforts to mitigate the impact of such event and attempt to resume normal operations as soon as practicable.

7.6        Relationship of the Parties. The Agreement does not, nor shall it be construed to, create a joint venture, association, partnership, or other form of a business organization or agency relationship between the parties, and neither party will act to bind, or purport to bind, the other party in any way.  OSS is an independent contractor under this Agreement, and neither party’s employees, agents, nor consultants shall be considered under any circumstances to be employees of the other party.

7.7        Notices. Any notices required or permitted to be given under the Agreement or required by law shall be in writing.  Notices shall be given by both email and either: a) personal delivery; b) a nationally recognized courier service; or c) first class registered or certified mail, postage prepaid.  Notices given by mail shall be effective three (3) days after the date of deposit in the mails.  Notices given by personal delivery or courier service shall be effective upon delivery so long as they are accompanied by a contemporaneous email.

Notices to either party shall be delivered to the corresponding address listed in the Statement of Work, or such other address as either party shall designate in writing.

7.8        Subcontract; Assignment. OSS has the right to assign, subcontract, or delegate in whole or in part this Agreement, or any of its rights, duties, obligations or liabilities provided that if it subcontracts its duties in providing Services, OSS shall remain responsible for the performance of such Services under this Agreement.

Client may not, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer its rights under this Agreement without OSS's prior written consent, which shall not be unreasonably withheld. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

7.9        Third Parties. No provision of this Agreement is intended to confer upon any third party any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

7.10      Waiver of Rights. Failure or delay on the part of either party hereto in the exercise of any right hereunder shall not impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

7.11       Amendment. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

7.12      Survival. All provisions of this Agreement related to Confidentiality, Liability, Indemnification, Dispute Resolution, Jurisdiction, Governing Law, Attorney’s Fees, and Third Parties, including each party’s rights and obligations, shall survive the termination of this Agreement and the expiration of the Services provided hereunder. Such provisions shall remain in effect for five (5) years, unless they are invalidated by an applicable statute of limitations prior to that time.

7.13        Entire Agreement; Interpretation. This Agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous representations or agreements, whether written or oral, among the parties. This Agreement shall be interpreted and construed based solely on the written terms and conditions set forth in this Agreement.