Master Service Agreement

Each SOW will list all fees to be invoiced for the Project(s) and Services described in each SOW ("Project Fees"). In the event of a conflict between this Agreement and any SOW, the terms of the applicable SOW will prevail only as it pertains to work and services undertaken pursuant to that specific SOW. Any changes to this Agreement intended to have a general effect shall only be made by an Amendment to this Agreement signed by both parties.

Fees and Charges. Delivery of services and deliverables will be measured by the Hours consumed by Rithom on the implementation and support of each item listed in the Project. Hours are estimated for the purpose of budgeting the Project. Hours may be more or less than the estimated value. It is the responsibility of both parties to actively review Hours and keep the Project within budget.

Time Logs. Rithom will log all time worked on the Project. Rithom will provide Client with access to Rithom’s Portal where Project deliverables, invoice details, and time log details are visible. Rithom time logs are submitted in a minimum of 0.25 hour increments, including the time consumed by meetings, consultation, email responses, software vendor management, implementation, testing, support, training, or other activities required to deliver the Project.

Invoice. Rithom will invoice on a scheduled frequency, established in the SOW or Quote.

• Invoices will be submitted on the last business day prior to the normal invoicing date
• Invoices will be due on the last business day prior to the normal invoice due date
• All Invoices will be due on receipt, unless otherwise agreed upon in SOW or Quote payment terms

Terms. If payment is not received within up to 3 days after the due date of an invoice, Rithom reserves the right to put the Project on hold until payment is received or alternative options have been agreed upon by both parties.

Late Fees. To encourage on-time payment, the following schedule will apply to all invoices that are not paid on or within the due date, including a reasonable +5 days for the mailing process.

• An invoice will be considered late 5 days after the Due Date (defined by the NET terms agreed upon)
• An invoice that is considered late will immediately have a 3% of the invoice amount fee applied to the invoice
• For each subsequent period of 30 days that the invoice is overdue, an additional 3% fee will be applied to the invoice.
  

• Example -- NET7 Terms, with a Due Date of 2/1/2024
  

• 3% fee applied on 2/6/2024
• 3% fee applied on 3/1/2024
• 3% fee applied on 4/1/2024
  (etc. until payment is received)

• Rithom provides various forms of payment. As such invoice fees are not automatically applied at the time of payment. Rithom reserves the right to submit future invoices for the accrued late fees on prior invoices.
  

Payment by Credit Card. If the Client requests to pay by Credit Card, Rithom will provide information and the pay now link. Rithom reserves the right to apply a 3% convenience fee to all Credit Card transactions.

Dispute of Charges. In the event of a good faith dispute with regard to an item appearing on an invoice, the Client shall pay all undisputed invoice items in accordance with the Payment terms defined and will be subject to all applicable late fees. Rithom shall have the right to withhold the Deliverable, including the Project on hold, while the parties attempt to resolve the disputes, and payments are received.

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

3rd Party Applications. The 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. The Client will work cooperatively with Rithom in receiving, inspecting, approving, and accepting the Deliverables and Services. The Client will not unreasonably withhold or delay any consent, approval, or Acceptance required by any SOW. The 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 the impact, if any, of time and cost the Modification will have on the agreed SOW. Once the 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 recent SOW or Quote has been engaged in by both parties, Rithom will bill at $200 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 the Client, and the Client shall promptly pay. Upon settlement of funds due to Rithom, all Client-provided materials will be returned to the Client and all completed and in-progress work materials will be transferred to the 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). The 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 the 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. The 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.

The 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, inclusive of legal / arbitrator fees.

Compliance with Laws. Each Party shall perform all of its obligations under this Agreement in compliance at all times with applicable 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; the State of North Carolina and the applicable federal law of the United States without regard to conflicts of laws provisions thereof, for all customers whose principal place of business is not in the State of North Carolina.

Agreement to Arbitrate. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the jurisdiction whose choice of law applies to this Agreement as set forth above unless another location is mutually agreed upon by the parties. Any party and/or its witnesses may elect to appear and participate in any such arbitration virtually by remote video platform that is acceptable to, and subject to any rules and regulations of, the arbitrator. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in the law of contracts, and preferably also in information technology, and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual acting as an arbitrator who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. An award of arbitration in no event shall exceed the fees paid to Rithom, inclusive of arbitrator fees.

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.

If you have any questions, please contact us here: sales@rithom.com