Access. Client will provide Rithom access to materials and personnel necessary for Rithom to perform its obligations under any SOW.

3rd Party Applications. Client will procure, if required, and provide access to all 3rd Party Applications that may be required as part of services to be completed by Rithom.

Response. Client will work cooperatively with Rithom in receiving, inspecting, approving and accepting the Deliverables and Services. Client will not unreasonably withhold or delay any consent, approval or Acceptance required by any SOW. Client will perform its obligations in compliance with applicable laws, regulations and ordinances.

Requesting Scope Modification. During the Project, if a Party wants to alter, modify, expand or change the scope of any SOW or any provision of such SOW, that Party will request such Modification by requesting a Change Request of the Rithom Project Manager detailing the Modification(s) and all other information necessary to enable the Parties to implement the Modification(s).

SOW Amendment Processing. Rithom will provide impact, if any, of time and cost the modification will have on the agreed SOW. Once agreement is reached and approved by both parties, the SOW will be amended with the parameters of the Modification. 

Clients may reach out to Rithom for professional opinions or assistance on the applications that fall outside of the current SOW. Requests made that require less than 3 hours of work will be accommodated by Rithom at the current SOW rate. If no SOW’s are currently open, Rithom will utilize the rate of the most recent SOW. If no recent SOW or Quote has been engaged in by both parties, Rithom will bill at $175 per hour for services provided.

Termination. Client and Rithom shall have the right to modify, reject, or terminate any SOW and any related work in process with fifteen (15) days written notice to the other party. In the event either party terminates the SOW prior to completion of Services, the Client shall pay Rithom the fees due under the SOW with respect to Services completed as of the date of termination. Rithom will retain all non-refundable deposits. Any amount due for services performed by Rithom above the deposit will be billed to Client and Client shall promptly pay. Upon settlement of funds due to Rithom, all Client provided materials will be returned to Client and all completed and in progress work materials will be transferred to Client.

Notification. All notices required or otherwise sent under this Agreement must be in writing and delivered via: (i) email and concurrent notice sent via certified mail, return receipt requested, (ii) certified mail (return receipt requested) or (iii) nationally recognized overnight courier with package location and delivery tracking capabilities. Notice shall be deemed to have been given upon receipt thereof as evidenced by the applicable documentation (electronic receipt for email, return receipt for mail, or receipt records of the courier). Notice must be addressed to the respective parties hereof using the following addresses:

Effect of Expiration or Termination. Rithom will do the following upon the expiration or termination of this Agreement or any SOW: (i) stop performing Services on the affected Project(s); (ii) deliver to Client each completed Deliverable together with each Deliverable in process on all affected Projects; (iii) return or, upon Client’s request, destroy and verify destruction of all Client Confidential Information except for such Confidential Information as is necessary for ongoing Projects.

Payment. All work completed prior to communication of termination will be paid in full by Client to Rithom according to the terms provided in this document.

Rithom’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

Client’s Representation. Client represents that any materials provided to Rithom by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

Client will defend, indemnify and hold Rithom harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable.

Rithom will not be liable for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind regardless of the form of action whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages. In no event shall Rithom’s aggregate liability under this agreement exceed the fees paid to Rithom.

Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.
General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified above. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of; (i) the State of Georgia and the United States without regard to conflicts of laws provisions thereof, if the Client address provided above is in the State of Georgia; (ii) the State of North Carolina and the United States without regard to conflicts of laws provisions thereof, for all customers that are not in the State of Georgia, per the provided address above. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court per rules defined above, and each party irrevocably submits to the jurisdiction and venue of such courts.

Remedies. Rithom reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.

This Agreement, together with the Statement of Work issued hereunder, comprises the entire agreement between the Parties and supersedes any and all prior and contemporaneous representations, letters, proposals, discussions, agreements, purchase orders and understandings by or between the Parties. This Agreement may be amended or modified only in a written amendment or addendum signed by both Parties.

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