Terms and Conditions

Effective Date: May 7, 2025

General Terms and Conditions of Services

a. Consultant shall mean both The A Star Group, Inc d/b/a Timetrics, a New York State Corporation and its owner Samantha Siva Kumaran, in her individual capacity, and citizen of the United States of America, bothparties to this Agreement, their successors and assigns, all collectively, for purposes of this Agreement called (“Timetrics” or “Consultant”).

b. Client shall mean all parties named individually (Your Name) and the Company Name (Company), collectively shall be the Client (“Client”) named in the Engagement Letter, Agreement, Proposal, Invoice, Purchase Order, or Website Order, collectively (“Engagement”).

c. These Terms and Conditions are a legally binding contract between Client and Consultant and an integral part of any Engagement between Client and Consultant. These Terms and Conditions shall also be binding upon the Client’s employees, agents and servants. The Terms and Conditions shall be considered part of the Contract Documents, together with any Engagement Letter, Agreement, Addendums, Appendices, Exhibits, Purchase Orders, Invoices and emails.
d. For any Engagement paid for, or purchased over the website or through Stripe, these Terms and Conditions shall apply to all services.

e. Consultant reserves the right to update these Terms and Conditions on the website, from time to time, in our sole discretion and the revised Terms and Conditions shall also be binding upon the Client. Consultant shall make reasonable efforts to notify Client by sending notice to the email you provided, of any material changes within thirty (30) days of the update. Either way, Clients’ continued use of Consultant’s services and continuation of the Engagement, will constitute ongoing agreement to the terms in this Terms and Conditions, as updated from time to time.

f. In the event of conflict between the Engagement and these Terms and Conditions, these Terms and Conditions shall prevail unless specific reference to a provision herein is made in the Engagement. Other capitalized words in the Terms and Conditions shall have the meanings given to them in the Engagement.

g. Client agrees to the use of electronic communications and emails to be binding on any additional scope, and those emails shall be considered signed written approvals, which are binding upon the parties, and shall also be part of the Contract Documents.

Services

Consultant will use reasonable and diligent efforts to complete the performance of the services within any agreed upon timeframe. It is understood and agreed that Consultant services may include analysis, advice and recommendations; but all decisions in connection with the implementation of such analysis, advice and recommendations shall be the responsibility of and made by Client. Consultant will not perform management functions or make management decisions for Client, unless agreed to in writing and contemplated in the Engagement. Nothing in these Terms and Conditions shall be construed as precluding or limiting in any way the right of Consultant to provide services or goods (including software) of any kind or nature whatsoever to any person or entity as Consultant in its sole discretion as it deems appropriate.

Client Responsibilities

a. Client agrees to cooperate with Consultant in the performance of the services under the Engagement and shall provide or arrange to provide Consultant with timely access to and use of the personnel, facilities, equipment, data and information to the extent necessary to perform the services under the Engagement. Client shall be responsible for the performance of Client’s employees, contractors, subcontractors, affiliates and agents and for the accuracy and completeness of all data and information provided to Consultant, for purposes of the performance by Consultant of its services hereunder. The Engagement and any emails may set forth additional responsibilities of Client in connection with the services. Client acknowledges that Client’s failure to perform these obligations could adversely impact Consultant’s ability to perform Consultant’s services.

b. Client shall be responsible for the purchase and subscription of any required data, including but not limited to broker data, third party subscriptions, pricing feeds, market data or other data from a service provider. These Terms and the pricing hereunder, expressly does not contemplate Consultant purchasing direct feeds of direct integration of market information or other data sources from Client’s suppliers, licensors, brokers or other vendors.

c. Client acknowledges and agrees that Consultant may need to base its conclusions on the data, materials and other information including but not limited to facts and assumptions, that Client furnishes and that Consultant may choose to rely on the use such data, material, and other information furnished by or at the request or direction of Client. Client warrants that any information provided to Consultant shall, to the best of Client’s knowledge, be complete and accurate, and recognizes that without any independent investigation or verification, Consultant may have to rely upon the accuracy and completeness of such Client data, material and other information. Inaccuracy or incompleteness of such data, material and other information furnished to Consultant could have a material effect on Consultant’s ability to perform its services, conclusions and results of such services. Therefore, Client accepts all responsibility for the accuracy, and completeness of such data, material and other information provided, and shall indemnify and hold Consultant and its employees, directors, owners and affiliates harmless from any incompleteness, inaccuracies and omissions arising thereof.

d. Client undertakes that, if anything occurs after information is provided by Client to Consultant to render such information untrue, unfair, incomplete or misleading, Client shall promptly notify Consultant.

e. Client is responsible for any project delays caused by the Client that may impact timeliness or completion of the services. In these cases, unless new terms are mutually agreed upon by the parties, Client agrees that Consultant shall not incur any financial penalty for such delay, and Client shall continue to make payments on time and in accordance with the schedule agreed to in the Engagement. Client also agrees that Consultant shall not be obligated to push back or extend the end of the term of the Engagement, which may only be done upon mutual consent.

Reporting

a. During the performance of Consultant’s services, Consultant may supply email, oral, draft or interim advice, preliminary analysis, reports or presentations but in such circumstances Consultant’s final deliverable, if any, as specified in the Engagement, or final written report shall take precedence. No reliance should be placed by Client on any email, oral, draft or interim advice, preliminary analysis, reports or presentations. Where Client wishes to rely on email, oral, draft or interim advice, preliminary analysis, reports or presentation, Client shall inform Consultant and Consultant will provide documentary confirmation of the permitted use or non-permitted use of the advice concerned.

b. Subsequent to the completion of the services under the Engagement, Consultant will not update its analysis, advice, recommendations or work product for any reason including but not limited to changes or modification to the data, positions, prices, regulatory changes, market rules, contracts or deals or any change in law and regulations, or to the judicial and administrative interpretations thereof, or for subsequent events or transactions, unless Client separately engages Consultant to do so in writing, or renews the Engagement at terms to be mutually agreed.

Working Papers and Use of Reports

Unless contemplated by the Engagement, all reports and work product (including but not limited to written advice or oral presentations) are solely for Clients’ internal use and where previously approved for government and regulatory authorities. All reports and work product may not be edited, distributed, published, made available or relied upon by any other person, company or entity without Consultant’s express written permission. If such permission is given, Client shall not publish any extract or excerpt of Consultant written advice or report or refer to Timetrics without providing the entire advice or report at the same time. Client acknowledges and agrees that the owner and copyright of all reports and papers including authorship is Timetrics.

Schedule and Facilities

a. Unless otherwise stated, Consultant shall provide its own office space and office services including but not limited to computers, laptops, telephone, internet access and computer support which shall be considered part of the fees. Notwithstanding the foregoing, in the event Client requires that Consultant attend off-site meetings or to travel, Client shall reimburse Consultant for its travel expenses, and provide Consultant with out-of-pocket travel costs, including but not limited to IRS approved mileage, gas, meals per diem, airline, car service, accommodations, office space and office services such as internet access, printing, photocopier, and personal computer services and support, to be used by Consultant exclusively in the performance of its obligations to the Client under the Engagement.

b. Client and Consultant agree to meet in good faith to decide a timetable of tasks to be performed in the Engagement. The timetable shall be made to the best knowledge of both parties given the information available prior to starting the Engagement, recognizing that project events, new information, management discussion and analysis results may cause a deviation to that timetable. Each party shall provide the other party with notification of any issues, which do or might cause a deviation from the agreed upon timetable and such notification shall identify the problem, its cause, its forecasted impact on such timetable.

c. Client will cooperate with Consultant and provide prompt access to information and explanations as requested by Consultant in order to complete the engagement. Consultant shall not be responsible for any delays caused by Client’s delays in providing relevant data. In this case, Consultant shall be able to push-back or delay dates on any deliverables without financial penalty to Consultant. For non-fixed price engagements, overage times for delays caused by Client, shall be billed on a time and materials basis.

d. Subject to the confidentiality restrictions of Client specific data, Consultant is entitled to use or develop the knowledge, experience and skills of general application gained through performing the engagement. Consultant shall retain ownership of its intellectual property rights and nothing hereunder shall restrict Consultant’s right to market and use its intellectual property, in any way, manner or form, without further obligation to Client, during or upon completion of this Agreement

Fees

a. Fees: Fees for consulting services and reimbursable expenses shall be invoiced in accordance with the terms and schedule described in the Engagement. If no terms are specified, and/or for services that exceed the scope of those contemplated in the Engagement, fees shall be paid at Hourly Rates.

b. Monthly Retainer Fees: If the Purchase Order states that the Client is purchasing a monthly retainer, the monthly retainer is due and payable on the 15^th of the month, or alternatively if agreed to in the Engagement, bi-monthly on the 15^th and 30^th of the month, in advance of the upcoming month and are non-refundable. No cancellation may occur during the middle of any month.

c. Fixed Price Fees: If the Engagement specifically states that this is a fixed price project (“Fixed Price”), Client shall make payments in accordance with the schedule in the Engagement at the Fixed Price.

d. Block Pricing Fees: If the Purchase Order states that the Client has purchased block pricing for a group of hours, such as 10-hour block, the Fees shall be calculated in blocks of hours and invoiced as blocks. Services shall be performed only in blocks and due in advance of each block price, to obtain the discount.

e. Hourly Rates: The default hourly rate of the Consultant, if not specified in the Purchase Order, shall not be less than $350/hour unless otherwise agreed upon in writing by the parties in the Purchase Order. The hourly rates for testimony shall be current market rates, and shall not be less than $450/hour. For any services above the Block Pricing or Monthly Retainer, shall be invoiced at Hourly Rates, unless mutually agreed upon in advance by Consultant and Client

f. License Fees: License Fees for the EULA, as defined in Paragraph 15 below, as specified in the Engagement for Timetrics Software End-User Licenses, will be invoiced on a quarterly basis, in advance for the upcoming three-month cycle. License fees are non-refundable and include usage and software licensing from Timetrics Property, which may include third party products which will be invoiced separately. License Fees for Timetrics Property and third-party products are due upfront as a deposit against the quarterly usage.

g. Incentive Compensation Fees, Success Fees: Incentive Compensation Fees and/or Success Fees shall be specified in the Engagement and due upon receipt of invoice, and no later than five (5) business days.

h. Travel Expenses: Travel Expenses shall be specified in the Engagement as Fixed Price Travel. Travel Expenses shall include IRS approved gas mileage, meals at government listed per diem for the location of travel, hotels, air or rail travel, round-trip taxi or car service to and from the airports and/or rail stations of origin and destination. Any commercial air travel by Consultant will be via regular coach class fare, which permits advance seat reservations, and will include any reservation modification, cancellation or baggage fees. For any out-of-state overnight stay by Consultant, in connection with an in-person meeting with Client, travel expenses, will encompass any combination of lodging, meals, and local transportation – (e.g. subway, cabs, Uber,), gasoline, parking, tolls, baggage handling, gratuities and incidental expenses reasonably incurred by Consultant. Unless specified in the Engagement, travel time via any form of transportation is included in the hours of services and billable.

i. Online Processing Fees: Should Client elect to make payments over the internet such as on Stripe, or any other credit/debit card processing facility, and such online processing charges an additional fee (“Online Processing Fee”). Client agrees and understands that the foregoing Online Processing Fee shall be added onto the Invoice and borne by the Client. Client understands that it may avoid the Online Processing Fee by making payments through direct deposit or via PayPal.

j. All fees and other charges do not include any applicable goods, services, sales, value-added, lease, license, use, personal property, excise, consumption, and other taxes, tariffs and duties taxes, or any other taxes or duties whether presently in force or imposed in the future in any jurisdiction (including the federal, state and local governmental entities in the United States). Any such taxes or imposed duties shall be assumed and paid by Client without deduction from the fees and charges hereunder
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k. Bills, including, without limitation, a charge on account of all reasonable Client approved expenses, including travel, meals, accommodations, long distance telecommunications, external photocopying, delivery, postage, clerical assistance and database research will be rendered on a monthly basis as the engagement progresses. Accounts are due when rendered. Interest on overdue accounts is calculated at the rate noted on the invoice commencing 30 days following the date of the invoice.

l. Invoices: Fees shall be invoiced monthly and shall be due and payable upon receipt via stripe or electronic funds transfer, unless other arrangement have been made in advance. Client shall also pay the Initial Retainer Deposit, which is Consultant’s minimum non-refundable engagement fee for services in the amount specified in the Purchase Order, which shall be due upon the earlier of the date commencement of the services or execution of the Purchase Order and Contract Documents. No services shall be performed unless a deposit is made.

m. Deposits: Other than set forth in Consultant’s refund policy herein, all other Deposits are non-refundable, unless specified in the Engagement. Client understands that services will not commence unless a Deposit is received, which will charged as an initial retainer from which the services shall begin.

n. No Contingency Arrangement: Other than any Success Fees, agreed upon in the Engagement, payment of Bills for services and expenses, shall not be dependent upon Consultant’s findings or analysis. Payment of Fee shall also not be tied to any contractual arrangement between Client and any other person or party, including a governmental agency or attorney. In the case of expert witness services, payment for services and expenses shall not be dependent on the outcome of any legal action, regulatory action, injunction, mediation, arbitration, or the amount or terms of any result, award or settlement of the underlying legal cause. This is expressly not a contingency arrangement. Client is responsible for payments to Consultant, regardless, of the outcome of any matter or any arrangements he has with third parties or attorneys.

Refund Policy

License Fees and Deposits are non-refundable. All other fees may be refunded within seven (7) days upon showing of good cause or satisfactory reason provided by the Client, and provided services have not begun. After the seven (7) days has lapsed, Consultant shall be entitled to compensation for the invoices for any services incurred by the Consultant, and the termination provisions hereunder shall apply. Client rights to refunds or dispute any invoice shall be governed by the provisions in Paragraph 9 below.

Disputed Invoices

If Client disputes an invoice or accounting, it shall notify Consultant within fifteen (15) days of receipt of such invoice or accounting for hours and may withhold the disputed portion but will pay the undisputed portion. Failure to notify Consultant of any dispute in the invoice within this time period will deem the invoice valid and fully payable. Client’s acceptance and use of any of the services or Deliverables shall constitute a ratification of the Invoice. If payments are past due more than thirty (30) days, Consultant reserves the right to suspend or delay its performance of services (and/or providing Timetrics Software) under the Engagement without financial penalty to Consultant. Client shall be obligated to continue future scheduled payments even if a dispute is ongoing, on the non-dispute part of the contract, and subject to the termination provisions herein.

Late/Unpaid Services: If Client is late on any services for any reason, and/or if any payment of invoices for services to Consultant remains unpaid, Client shall not use any of the deliverables or work produce from the disputed Services and the license to such deliverables shall be revoked, until the payments are made. Client’s continued use of any unpaid services shall constitute a ratification and acceptance of the work product and deliverables, rendering the Invoices due in full.

Pause Services: In the event of any late payments, and/or if payments are late more than seven (7) days, in Consultant’s sole discretion, in addition to revocation of the license above, Consultant shall have right to pause services and resume the engagement once payment is made. Consultant shall be able to charge a Late Fee and Reactivation Fee for payments that are more than fourteen (14) days late.

Both parties agree to resolve promptly and in good faith any disputed invoices. In the event that such dispute is not resolved within thirty (30) days, no interest, carrying charges or other penalty will be incurred or paid on any unpaid or disputed invoice unless it is determined that Consultant is due all or a portion of the disputed amount. Interest shall be paid on amounts that were disputed and not paid but were due to Consultant calculated at the compound interest rate of 1.5% per month and Client shall pay any Late Fees (if any), Reactivation Fees (if any) and Reimbursement of Fees/Costs (if any) as outlined below.

Late Fees: Consultant shall charge a Late Fee of 15% for any invoice that is past due more than fourteen (14), which shall be added to the invoice as due. If an invoice is more than sixty (60) days late, Consultant shall have the right to charge an additional reactivation fee.

Reactivation Fees: If a Client reactivates a project that has been delayed by more than sixty (60) days, Consultant shall charge a reactivation fee of 20% of the License Fee, which may be in addition to the Late Fees specified above.

Interest: Interest shall accrue on any late payments at compound interest of 1.5% per month.

Default on Invoices: In the event, Client fails to make any payment dues under the Contract Documents, Consultant shall be entitled to reimbursement of its reasonable legal fees, court costs and other out-of-pocket expenses associated with a dispute regarding unpaid invoices, in the event that such dispute is resolved, in any part, in favor of Consultant.

Rights to Terminate For Default: In addition, without limiting any other rights or remedies set forth, Consultant shall have the right to halt or terminate entirely its services (and/or providing Timetrics Property) or to suspend or delay its performance of services (and/or providing Timetrics Property) until such time as the dispute is resolved or payment is made and resume the services under the Engagement once payment is made. The foregoing shall be without penalty to Consultant and without reduction of fees due under the Contract Documents.

Independent Contractor

Consultant its employees, subcontractors and those under its control shall perform all services as independent consultants and shall not be deemed to be the employees or agents of Client for any purpose whatsoever. No withholding taxes or other deductions shall be withheld from any invoices.

Ordinary Vacation Days and Sick Days

The following shall not be considered a failure to perform services, or a material breach of Consultant: (i) any statutory holiday (ii) any medical leave, sickness or ordinary absence of its principal as would ordinarily be covered under an employment health benefits contract (iii) any government, regulatory, court order or proceeding that requires Consultants’ participation or time and involvement (iv) any reasonable vacation time, which shall be maximized at six weeks a year.

Force Majeure

Neither Client nor Consultant shall be liable for failure to perform or any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, natural disaster, fire or other casualty, act of God, strikes or labor disputes, terrorism, war or other violence, loss or disruption of facilities, or any law, order or requirement of any governmental agency or authority, or other cause beyond the control of the party (a “Force Majeure”).

Insurance

No insurance coverage shall be assigned to Client. If Client requires in writing any insurance to be purchased by Consultant to provide the services or goods (including software), these premiums will be charged as out-of-pocket expenses incurred by Consultant to be reimbursed by Client.

Limitation on Warranties

a. THIS IS A SERVICES AND SOFTWARE-AS-A-SERVICE ENGAGEMENT. TIMETRICS WARRANTS THAT IT WILL PERFORM SERVICES HEREUNDER IN GOOD FAITH WITH QUALIFIED PERSONNEL IN A COMPETENT AND WORKMANLIKE MANNER. CLIENTS AGREES THAT ITS SOLE REMEDY FOR ANY BREACH OF WARRANTY SHALL BE TO TERMINATE THIS AGREEMENT AND THE EXPRESS LIMITATIONS OF LIABILITY HEREIN SHALL APPLY. CLIENTS ACCEPTANCE OF SERVICES WITHOUT ANY DISPUTE OF INVOICE SHALL CONSITUTE A RATIFICATION OF THE QUALITY OF THE SERVICES AND THE WARRANTY HEREIN. CONSULTANT AND ITS REPRESENTATIVES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EITHER EXPRESS OR IMPLIED, STATUTORY, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, PERFORMANCE, DURALBILITY, TITLE, SPEED OF PERFORMANCE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CONSULTANT HAS BEEN ADVISED OF SUCH PURPOSE). CLIENT EXPRESSLY AGREES IT HAS NOT RELIED UPON ANY OTHER REPRESENTATION INCLUDING ANY ORAL STATEMENT MADE BY CONSULTANT, OR WARRANTY, AND THAT THE ONLY REPRESENTATIONS MADE ARE THOSE CONTAINED IN THIS LIMITTED WARRANTY IN PARAGRAPH 14. CLIENT WARRANTS THAT IT HAS CONDUCTED ITS RELEVANT BACKGROUND CHECKS AND RELEVANT REFERENCE CHECKS PRIOR TO THE ENGAGEMENT.

b. Notwithstanding the foregoing, Consultant disclaims all representations and warranties including but not limited to that we do not represent, guarantee, or warrant that (a) our services will be uninterrupted, timely, secure or error-free; (b) the results that may be obtained will be accurate or achieve a desired result; (c) the service, software, hosting websites, platforms will be available at all times; (d) any use of our platforms will be free from threats, malware, corruption, and other internet risks. Client expressly agrees that the use of Consultant’s services and software is at its sole risk and are provided “as is” and “as available” and “where is”for Clients, without any representation, warranty or guarantee, other than expressly outlined in any Engagement.

c. No Guarantee: Consultant does not guarantee any particular outcome from the services or Engagement.

Deliverables

Subject to full payment and compliance with these Terms and Conditions, Consultant grants Client a limited, revocable, non-exclusive, non-transferable, license to utilize the final reports to Client generated by Consultant, for the sole purpose of use in its ordinary internal business operations or as identified in the Engagement, subject to the restrictions in these Terms and Conditions, including without limitation of confidentiality and non-replication and provided that such use shall not be for distribution or resale. Unless expressly authorized in writing, Client shall not have the right to distribute Consultants’ reports, and/or analysis to third parties and other consultants. Client understands that these Terms and Conditions do not constitute a transfer of any rights, title, interest, ownership or usage of the Timetrics Property to the Client. All rights in and to Timetrics Property are expressly reserved and owned by Consultant. Client agrees that it shall not use Consultants’ deliverables, reports or any Timetrics Property in a manner that competes (directly or indirectly) with Consultant.

Use of Services

a. Compliance with the Law: Client agrees that it will not violate any laws in connection with the use of Consultants’ services. This includes any local, state, federal or international laws. For example, it is the Client’s responsibility to obtain any necessary registrations or licenses, that its business requires and to meet applicable regulatory or legal filing requirements. Consultant does not undertake those responsibilities. Client also agrees it will not use Consultant’s services in any anti-competitive, infringing or threatening manner.

b.Malware, Viruses, Scraping: Client agrees that it will take reasonable precautions to protect the files shared under the Engagement from malware, viruses, trojans or other harmful computer code. Client also agrees that it will not use any form of spiders, trojans, or other mechanisms to crawl, scrape, spy on, collect data, reverse engineer, hack into, duplicate or otherwise try to obtain proprietary information or source code for Consultant’s Property or technologies, without Consultant’s express consent. If Client wishes to obtain an API, or ongoing license to Timetrics’ Property and technologies for onsite use, Client shall notify Consultant and enter into an upgraded license and/or Engagement which will allow for such transfer onsite

Confidentiality

a. The information described hereunder, as shared between Client and Consultant shall be deemed Confidential Information, including but not limited to all emails, this agreement, payments, communications, work product and draft and interim reports. Client shall be obligated to mark all materials it intends to be treated as confidential, with the confidential stamp or header and footer clearing marking the document that it intends to be treated as confidential. If Client wishes materials to also be treated as Privileged or Highly Sensitive, or Classified, Client is responsible to mark such materials as such, prior to disclosure. Client and Consultant agree that Confidential Information shall not be disclosed to third parties without the disclosing parties’ consent and shall not be used for any purpose outside the scope of the Engagement. If Client does not mark the information disclosed as confidential, Consultant shall not be liable for or responsible for any disclosures.

b. Subject to the foregoing, Confidential Information shall also include, all information and any idea in whatever form, tangible or intangible, oral, written, graphic, machine recognizable and/or sample form, whether disclosed to or learned by Recipient (defined as either party receiving Confidential Information) pertaining in any manner to the business of Discloser (defined as the party disclosing Confidential Information) or to Discloser’s partners, affiliates, suppliers, consultants, clients, investors, or business associates, unless it is proven by written evidence that

(i) the information is or becomes publicly known through lawful means and through no wrongful act or omission of Recipient or its agents or employees;

(ii) the information was rightfully in Recipient’s possession or part of Recipient’s general knowledge prior to exploring the possibility of a business transaction of mutual interest;

or (iii) the information is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from Recipient. Recipient shall be obligated to preserve the confidentiality of the foregoing information and shall not disclose it to third parties without the Disclosing Parties’ written consent.

c. Client agrees that “Consultant Confidential Information” includes, without limitation, the following:

(i)information of a technical nature,
including but not limited to Timetrics Software, product lists, software, analytical tools, application development, designs, specifications, user interfaces, graphic displays, operating manuals, databases. formulae, techniques, analyses, trading strategies, hedging strategies, risk management strategies, methodologies, processes, approach, inventions, components, parts, computer programs, computer printouts, trade secrets, coding, source code, object code, systems; strategies, analytical tools, methods, data, algorithms, business methods, know-how, software designs, concepts and specifications and other materials and concepts relating to Timetrics’ products, services, processes, technology, software or other intellectual property rights;
proposals, business plans and strategies, financial plans, forecasts, partnership agreements, sales and marketing proposals, case studies, salaries, terms of employment, consultant rates, royalties, business plans and drafts, companies with whom Timetrics is affiliated, accounting data, pricing, revenues, costs, expenses, profits, products, strategies, markets, financial information, research, plans, marketing and sales, marketing and sales plans, consulting plans, RFP responses, customers, clients, suppliers, purchasing, contract terms, product placements, operations, forecasts, consulting business models, employees and salaries, incentive fees, investor relations, corporate structures;

(ii) information of a prospective nature including but not limited to plans for future development and new product concepts, software lines, new trading programs, features or enhancements now existing or under development or consideration; new business ventures, alliances, product development plans, prospective or unannounced products, draft customer lists, research and development, research and development results, research notes, product plans, prospective patent or trademark applications, product pricing structure, prospective customers;

(iii) information regarding a member or former member, officer, director, partner, investor, employee or stakeholder, and personnel of Timetrics; business or inside knowledge of the Timetrics’ clients or investors, including prospective, current or former partners, customers, clients or investors, (collectively “Clients” or “Investors”), all Investor’s confidential information, including but not limited to information about their financials, business operations, technical and operating data, systems, RFP’s, requirements, development deals, the terms and conditions of any services agreements, any statements of work, pricing, discounts, license fees, revenue sharing, software licenses or terms and conditions under any Operating Agreements, Partnership Agreements, Private Placement Agreements, End User License Agreement (“EULA”), IP License Agreement, Software License Agreement or other contractual terms and agreements; (iv)information of a legal nature including attorney-client privileged information, legal communications or any information about court or regulatory actions or proceedings of Timetrics, including their strategy, outcomes and settlements therein;

(iv)all documents, emails, correspondence, books, papers, sketches, drawings, models, plans, maps, lists, manuals, records, workplans, schematics, specifications, blueprints, reports, research, compilations, notes, hand-written examples, spreadsheet examples, presentations, development, inventions, concepts, forecasts, analysis and other data or information of any kind and description, including electronic data recorded or retrieved by any means (including Copies thereof), and other information provided pursuant to the Engagement, or other documents, data or information of any kind and description, including electronic data recorded or retrieved by any means (including Copies thereof), that have been or will be received or prepared hereunder, (regardless of who prepares such materials), as well as written or verbal instructions or comments, in any format whatsoever including oral, written, electronic or any other form or medium, that have been or will be received or prepared by the Client hereunder, (regardless of who prepares such materials), as well as written or verbal instructions or comments whether disclosed orally, visually, by inspection, in writing or by means of any other media or means.

d. Client agrees that Consultant’s Confidential Information provides it a competitive advantage in the field of its expertise and the unauthorized use or disclosure of Consultant’s Confidential Information would cause it irreparable harm in a short period of time and threaten its competitive advantage. Without limitation of any other rights, Client agrees Consultant shall have the right, in the event of any threatened breach of actual breach of the confidentiality provisions, to an immediate injunction without the need to post bond, to restrain this unauthorized use or disclosure. If Consultant prevails in obtaining any such injunction, Client shall be required to reimburse Consultant for its legal costs and all Losses (as defined herein) for the time needed to protect its rights. Client expressly agrees that it will not take any action to distribute Consultant’s Confidential Information and/or diminish the competitive advantage of Consultant. Client agrees and understands that its’ receipt of any Consultant Confidential Information is with the condition that Client shall hold Consultant’s Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, and shall not publish it on any public forum (such as its website). Client shall not use or make Copies (which shall include extracts or paraphrasing) of such Consultant Confidential Information for any purpose except to further the mutual business relationship in the Engagement between the parties of mutual benefit (“the Purpose”). Client shall disclose Consultant Confidential Information to third parties only with Timetrics’ advance written consent and to those who or have signed Nondisclosure Agreements directly with Timetrics that obligate them to refrain from disclosing that Consultant Confidential Information as provided for herein. Client shall be liable for any unauthorized disclosures or misuse of Consultant Confidential Information by its employees, servants, and agents.

End-User License Agreement (“EULA”

a.Unless otherwise agreed to in the Purchase Order, Consultant shall provide the Timetrics Property (as defined herein) to Client under the conditions of a limited end-user, off-site license, intended as a one-time license, collectively called End-Use License Agreement (“EULA”) solely for the purpose of performing the services to provide the analysis, conclusions and summary report. The rights of the EULA are subject to the terms and conditions of these Terms and Conditions.

b.Client acknowledges that the EULA and license granted under these Terms and Conditions hereunder does not provide Client with title to or ownership of the Timetrics Property (or any part thereof), or rights to use Timetrics Property (or any part thereof) after the term of the Engagement and this paragraph shall apply to and include any error corrections, enhancements, updates, Derivative Works, or other modifications to the Timetrics Property hereunder, whether made by Client or by any third party or Timetrics. Client acknowledges that the temporary license granted under these Terms and Conditions and other Contract Documents only provides the Client a right of limited use or access under the terms and conditions of these Terms and Conditions and other Contract Documents. Client shall keep its use of the Timetrics Property free and clear of all claims, liens and encumbrances.

c. “Timetrics Software” shall mean all models, tools, analytical tools, formulae, processes, architecture, databases, methods, applications, reports, software, methodologies, reports and documentation marketed, developed or in-development by Consultant. Timetrics Software shall at all times be considered Confidential and Highly Sensitive. Timetrics Software, shall include but not limited to software‘s design, functional attributes, application, features, user-interfaces, capabilities, visual expressions, GUI, API’s, schematics, techniques, development tools design, design and product ideas, metrics, algorithms, decision support methods, reporting outputs, descriptions report formats, (ii) database structure and format, data formats, data manipulation and analysis, (iii) approaches, methodologies, formulae, mathematics, techniques, analytical processes and methods, procedures for the valuation of financial and physical instruments, pricing and valuation modules, deals and products, not limited to energy deals, methodology and techniques for the valuation of assets and strategies, methods for pricing assets and energy products, trading strategies and hedging strategies and (iv) methodology and techniques for the computation of risks, including but not limited to business risks, market, volumetric, credit risks, liquidity risks and operational risks and other risk management and valuation strategies, and output of software, all of which may include the proprietary and trade secret application and use of public domain information;
Intellectual Property which shall include without limitation, all ideas, knowledge, know-how, expertise, analysis, approaches, methods, mathematics, techniques for valuation and mitigation of risk, methodologies, processes, formulae, techniques, algorithms, procedures, frameworks, and business consulting knowledge, and application of all of the foregoing, and all other intellectual property as defined under law, used or developed by Consultant
models, trading tools, trading strategies, processes, reports, design, databases, mathematics and formulae, systems, methodologies, analytical tools, know-how, methods, knowledge, applications, or software, API’s, hardware, technology, documentation (including reports, work product, and works of authorship) and information provided by or used by Consultant.

d. Client agrees that Consultant and/or its owners, licensors, affiliates, and suppliers own and retain, all the sole and exclusive worldwide right, title, and interest in and to Timetrics Software, Timetrics Confidential Information, Intellectual Property and all other methodologies, technology and/or information provided or used by Timetrics together with all worldwide patents, copyrights, trademarks, trade names, service marks, trade secrets, rights of publicity, moral rights, software ownership rights and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, in and to the property described herein above, the foregoing all collectively called Timetrics Property (“Timetrics Property”) throughout the world and in perpetuity.

e. Consultant and/or its owners, assigns, successors, licensors, vendors, affiliates, suppliers, and subcontractors own and retain, all the sole and exclusive worldwide right, title, and interest in and to (i) the Timetrics Property (ii) all other software, hardware, technology, documentation, and information provided or used by Timetrics; and (iii) all worldwide patents, copyrights, trademarks, trade names, service marks, trade secrets, rights of publicity, moral rights, software ownership rights and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, in and to the Timetrics Property above, throughout the world and in perpetuity. All inventions (including discoveries, ideas, or improvements, whether patentable or not), which are conceived or made during or after the term of any Engagement and are derived or result from or in any way utilize any Timetrics Property, shall belong to Consultant. Consultant shall retain the right to use or market any of its property including its intellectual property and Timetrics Property without obligation of any kind to Client. The foregoing ownership rights of Consultant shall extend without exception to all derivatives and to all enhancements, adaptations, upgrades, modifications and revisions made to the Timetrics Property, whether made during the course of or after any the Term of any engagement and/or termination of the Engagement and to any copies of such thereof, whether in whole and in part.

f. The ownership rights of Consultant described herein or otherwise in the Contract Documents, shall extend without exception to all Derivative Works (as defined below) and to all enhancements, upgrades, improvements modifications, copies, and changes made to the Timetrics Property, including any copies (in whole or in part) made by Client or Consultant or any third party and whether made during the course of or after the Engagement, and copies thereof, whether in whole and in part. “Derivative Works” shall mean modifications, adaptations, alterations, copies, improvements, enhancements, upgrades, extensions and other works created from, which referred to and used as guidance, or using the Timetrics Property (or any portion thereof, in whole or in part, including sub-divisions and components of the analytical tools and/or reports), including without limitation: (i) for copyrightable or copyrighted material, any translation, copy, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) any duplications, excerpts, critiques, sub-reports, and copies (in whole or in part) made by Client or third party which may be incorporated into internal correspondence, documents, property, software, models, tools, analysis, reports, or discussions, (iii) for patentable or patented material, any improvement thereon; and (iv) for material which is protected by trade secret, any copies (in whole or in part) or new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

g. No Replication: Client agrees that its use of Timetrics Property shall be subject to the following restrictions and that it shall not directly or indirectly (and will not permit any third party to) (i) reverse engineer, re-create, back-into, decompile or disassemble any Timetrics Property from the results, output or reports; (ii) use Timetrics Property as a basis of design to internally develop (or have a third party develop) improve, duplicate or similar models using the same architecture or design without Consultants’ prior written consent; (iii) copy, modify, adapt, improve, enhance, translate, prepare Derivative Works (as defined in Section 18) of the Timetrics Property (or any portion thereof), create or develop duplicate models or applications, or make improvements to Client’s in-house models, property and/or systems based on the Timetrics Property, or create any models, property and/or systems which are substantially similar to the expression of the Timetrics Property; (iv) use the Timetrics Property in any computer environment not specified in this Agreement; adapt the Output of Software or Methodologies or any other part of the Timetrics Property to create alternative or abridged versions of the reports that would be considered Derivative Works; (v) refer to, obtain guidance from or otherwise use any of the Timetrics Property as part of an effort to develop a program having any functional attributes, visual expressions, analytic components or other features similar to those of the Timetrics Property. Without limitation of any other obligations hereunder, Client expressly agrees that the Deliverables hereunder this Agreement will not be used or provided to third parties, consultants or software vendors, as a basis to upgrade, modify and improve their software systems.

h. The Timetrics Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Timetrics may file its copyrights at any time during, before or after the Engagement at the US Copyright Office, and this does not invalidate the enforceability of the Copyright. Consultant retains all rights (including copyright) in and to all Timetrics Property including any modifications, enhancements and developed by Consultant during or after the engagement.

Patents/Non-Transferability of Rights/Trade Secrets

a. Patents Nothing in these Terms and Conditions shall prohibit Consultant from pursuing patents in or to its Timetrics Property. Client further agrees that Consultant may elect at its sole option to file patents on any of its Timetrics Property, including but not limited to any trade secret, idea, pricing modules, techniques, design, approaches, formulae or methodologies, Client understands that Timetrics Property, being utilized in the Engagement may be subject to patent protection in the future and/or shall be covered under patent law under Patent Act, Title 35 U.S.C. The rights granted to Client under this these Terms and Conditions do not construe or imply, in any part, or in any manner any interference of joint claim in the patents (and ideas conceived hereunder by Consultant) and all intellectual property, including without limitation, formulae, pricing techniques, approaches and/or risk methodologies which are patentable are the sole ownership of Consultant and its owners. Consultant agrees that any patents which are secured or pursued during the course of any Engagement shall not impact or increase the license fees or commercial structure of the Engagement. Client hereby expressly acknowledges the sensitivity of Consultants’ patentable ideas, that significant internal resources were invested by Consultant to develop such ideas, and that any disclosure of the same (whether accidental or otherwise) by Client would cause significant business harm to Consultant.

b. Trade Secrets:Client further acknowledges and agrees that the materials as defined by Timetrics Software and Timetrics Property constitute Trade Secrets ((as defined by statute at 18 U.S.C. §1839(3)), intellectual property and/or copyrighted material of Consultant. Consultants’ Trade Secrets shall without exception, be considered Confidential and/or Proprietary Information. As such Timetrics Software and Timetrics Property are the valuable Trade Secrets, commercial property and crux of Consultants’ competitive advantage. Client further acknowledges and agrees that the Timetrics Property is the competitive intellectual property of Consultant and is the crux of commercial value and sale price of Consultant’s business models and services

c. Protections: Therefore, Client will have a fiduciary and legal obligation to maintain in strictest confidence the Timetrics Property disclosed hereunder to Client, and to prevent such Timetrics Property (which may contain patentable and/or trade secret items) from any misappropriation, unauthorized used, unauthorized disclosure, unauthorized access, harm, theft, manipulation. Client further agrees to treat with utmost care and respect and confidentiality the information revealed to its directors, officers, employees, agents, and attorneys hereunder, to protect the patentable information and/or trade secrets of Timetrics and suppliers. Such requirements shall include (i) informing directors, officers, employees, agents, and attorneys of trade secret and/or patentable status of the information (ii) advising directors, officers, employees, agents, and attorneys of the strict non-disclosure restrictions, verbal or otherwise to third parties as set forth in the Terms and Conditions (iii) only disclosing them to directors, officers, employees, agents, and attorneys on a “need-to-know” basis, (iv) advising them of the consequences of misappropriation of Confidential information and undertaking all other reasonable measures required to protect trade secrets and comply with the other obligations as described herein in the Contract Documents (v) implementing security measures and other reasonable protections in its office for restricted access from third parties and unauthorized employees (vi) and all other obligations under the Terms and Conditions and Contract Documents to protect Confidential Information, Trade Secrets and/or Patentable information. The ability of Timetrics to make recommendations or references in and to its Timetrics Property including but not limited to software designs, model upgrades, methodologies, trading and hedging strategies or ideas, shall not be construed as a loss or transfer of ownership of a trade secret.

Derivative Works

“Derivative Works” shall mean modifications, adaptations, alterations, copies, improvements, enhancements, upgrades, extensions and other works created from, which referred to and used as guidance, or using the Timetrics Property (or any portion thereof, in whole or in part, including sub-divisions and components of the analytical tools and/or reports), including without limitation: (i) for copyrightable or copyrighted material, any translation, copy, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) any duplications, excerpts, critiques, sub-reports, and copies (in whole or in part) made by Client or third party which may be incorporated into internal correspondence, documents, property, software, models, tools, analysis, reports, or discussions, (iii) for patentable or patented material, any improvement thereon; and (iv) for material which is protected by trade secret, any copies (in whole or in part) or new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

The ownership rights of Consultant herein or otherwise stated in the Contract Documents shall extend without exception to all Derivative Works (as defined below) and to all enhancements, upgrades, improvements modifications, copies, and changes made to the Timetrics Property, including any copies (in whole or in part) made by Client or Consultant or any third party and whether made during the course of or after the Engagement, and copies thereof, whether in whole and in part.

No Other Title

Client acknowledges that the temporary EULA granted under the Engagement or Terms and Conditions hereunder does not provide Client with title to or ownership of the Timetrics Property (or any part thereof), or rights to use Timetrics Property (or any part thereof) after the term of the Engagement and this paragraph shall apply to and include any error corrections, enhancements, updates, Derivative Works, or other modifications to the Timetrics Property hereunder, whether made by Client or by any third party or Timetrics. Client acknowledges that the temporary license granted under these Terms and Conditions and other Contract Documents only provides the Client a right of limited use or access under the terms and conditions of these Terms and Conditions and other Contract Documents. Client shall keep its use of the Timetrics Property free and clear of all claims, liens and encumbrances.

Limitation on Liability

a. Client agrees that the consideration which Consultant is charging hereunder does not include any consideration for assumption by Consultant of the risk of Client’s final use, application or integration of (or failure thereof to use, apply or integrate) the services or Timetrics Property and any consequential, special, indirect, punitive, exemplary and incidental damages, costs, expenses or losses of any kind which may arise in connection with the services or Timetrics Property. Accordingly, Consultant shall not be liable to Client under any circumstance, even if it has been provided previous knowledge of such possible circumstance, for any actual or threatened actions, damages, claims, liabilities, costs, breach of warranty, breach of contract, operational losses, trading floor losses, commodity losses, energy transaction losses, climate related losses, business losses, lost profits, lost financial opportunities, failure to realize expected savings, failure to realize profits, project failures, manufacturing losses, infrastructure losses, energy shortages, or failures of any kind, including any involvement in any lawsuit, legal, or regulatory proceeding, their expenses, or losses in any way arising out of or relating to either the services performed hereunder or any of the Timetrics Property. The foregoing shall apply without limitation to all claims, damages or causes of action of any kind including tort, negligence, contract and breach of warranty, even if Consultant has been informed in advance of the possibility of such thereof.

b. Client shall assume all responsibility for use of the services, and reliance on Timetrics property, in a business, operations, and/or production environment. Consultant shall be able to present to the Client its unbiased financial and risk management perspective, whether or not it is in agreement with Client, and without financial penalty to Consultant.

c. In the event of a claim by any third party against Consultant that arises out of or relates to the services performed or Timetrics Property provided hereunder, Client will indemnify Consultant from all such claims, liabilities, damages, costs and expenses, and Losses, including, without limitation, its current hourly consulting fees, License Fees and reasonable legal fees.
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d. In no event shall Consultant be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits, failure to realize expected savings and opportunity costs). In any action, claim, loss or damages arising out of the Engagement, Client agrees that Consultants’ liability will be several and not joint and several.

e. For purposes of this Section 22, the term Consultant shall include its representatives, employees, officers, directors, agents, distributors, affiliated corporations, associated consultants and affiliated entities, software providers, or any other person. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise.

f. Consultant and Client agree that Consultants’ maximum liability to Client arising out the Engagement, regardless of the form of action, shall not exceed the amounts paid to Consultant within the most recent twelve month period. No claim or action shall be brought against Consultant within one(1) year of completing of the Engagement..

Client Indemnification

a. Client shall indemnify, defend and hold harmless Consultant and/or its affiliates, the respective officers, directors, owners, agents, representatives, attorneys, personnel and employees of each of the foregoing (collectively, the “Indemnified Parties”) from and against any third-party claims, demands, and actions, and any liabilities, damages or expenses arising out of or relating to the Indemnifying Party’s violation or claimed violation of either (i) infringement of a third party’s rights or a third party’s intellectual property or proprietary rights; (ii) any claims, lawsuits, regulatory actions, government investigations that require Consultants’ involvement; and (ii) the death, bodily injury or any physical injury arising out of the services that is cause by the Client. The Indemnified Parties will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise unless otherwise agreed to in writing, subject to the terms herein, Client, shall after receiving notice of any such proceeding, immediately provide notice to the Indemnified Parties, so that the Indemnified Parties may (without further notice to the Client) retain counsel and undertake the defense, compromise, or settlement of such claim or action at the expense of the Client. Reimbursement of any Indemnified Parties legal fees and expenses shall be made promptly and within five (5) days of Invoice. In the event Client does not promptly pay the foregoing Indemnification, and Consultant and/or Indemnified Parties are facing out of pockets legal fees and expenses, Consultant shall be entitled to file a preliminary injunction, to enjoin Client to release payments promptly to the Indemnified Parties. Client agrees in advance, that is shall not be permitted to oppose any preliminary injunction, or claim filed for Indemnification, under this paragraph.

b. In addition to the foregoing, Client further agrees that it shall defend, indemnify and hold harmless the Indemnified Parties, from and against any losses, claims, suits, damages, government investigations, regulatory requirements, lawsuits, litigations, arbitrations, fees and expenses, including but not limited to Consultants’ hourly fees for time incurred, License fees, liabilities (or actions in respect thereof), joint or several, and all other related costs including reasonable attorneys fees all the foregoing on a current basis (collectively “Losses”) relating to, arising in any manner from, or based upon, the use of services of Consultant or Timetrics in whole or in part, by the Client (including Clients’ use with its clients or customers) or any investigation or proceeding arising therefrom.

c. Client will also promptly reimburse any Indemnified Party for all Losses and expenses (including Consultant’s hourly fees, disbursements, travel expenses and charges of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim relating to, arising in any manner from, or based upon the aforementioned uses. Consultants shall have the right to retain its own counsel to assist in the defense of such claims, losses, suits, liabilities, investigations, actions (pending, threatened or otherwise) and Client agrees to give Consultants and their legal counsel full access to any and all information pertaining to the Consultant in the aforementioned claims and actions and the right to participate in the defense of any such claims or investigations.

d. Client agrees that if Consultant has to incur any out of pocket costs and legal fees to enforce this Indemnification Provision, Consultant shall be entitled to those costs and legal fees being recovered and paid for by the Client.

Consultant Indemnification

a. Subject to the caps and provisions of Insurance limitations or requirements provided for in Section 13 and 22, or elsewhere herein, and provided Client has required such Insurance in writing, with premiums covered as an out-of-pocket reimbursable expense, Timetrics shall indemnify, defend and hold harmless Client and/or its affiliates, the respective officers, directors, owners, agents, representatives, personnel and employees of each of the foregoing (collectively, the “Client Indemnified Parties”) from and against any third-party claims, demands, and actions, and any liabilities, damages or expenses arising out of or relating to the Indemnifying Party’s violation or claimed violation of any death, bodily injury or any physical injury arising out of the services that is caused by Timetrics.

b Under a temporary EULA as specified in Section 18 -21 hereunder Consultant shall not indemnify to Client for any third party claims. Consultant’s rights to indemnify Client under Paragraph 24(b) shall be in effect solely for contracts that have a term of longer than twelve months, and/or when Client elects to license Timetrics Property on an ongoing basis under any long term End User License Agreement. Any such indemnification shall be subject to the terms under the Engagement, EULA or if not specified therein, in accordance with the following terms:-

24.b.(i) Timetrics will indemnify and hold Client harmless and will defend or settle any claim, suit or proceeding brought against Client that is based upon a claim that the content contained in the Timetrics Property as licensed under the then-current End User License Agreementinfringes a copyright or violates an intellectual or proprietary right protected by United States law (“Claim”), but only to the extent the Claim arises directly out of the use of the Timetrics Property.

24.b (ii) In the event that Client’s use of the Timetrics Property or portion thereof in accordance with Timetrics then-current End User License Agreement is enjoined in an action as described in Section 24.b.(i) above, or Consultant reasonably believes that it will be so enjoined, Consultant shall, at its option, either: (i) procure for Client the right to continue using the Timetrics Property; (ii) modify or replace the Timetrics Property or portion thereof to make it non-infringing; or (iii) remove the portion of the Timetrics Property that is under alleged infringement providing it does not provide a substantial loss of functionality to Client.

24.b.(iii) Sole and Exclusive Remedy. Client may elect as its sole option and remedy to either (i) cease using only such part of portion of the Timetrics Property under alleged infringement, if it deems in its judgment that removing said portion shall nor provide a substantial loss of functionality to Client and provided that execution of this provision, shall not construe termination of the entire End User License Agreement hereunder and shall not warrant to Client any portion or refund of fees paid to Consultant; or (ii) cease using the Timetrics Property in its entirety under the termination provisions of hereunder. In this sole reason for termination, Consultant shall refund on a pro rata basis any fees paid in advance by Client to Timetrics and cease use of the Timetrics Property and in the case of an offsite license, cease generating reports on Client’s behalf, without further penalty to Timetrics.

24.b.(iv) The remedies specified in this Section 21.b will be Client’s sole and exclusive remedies in connection with any alleged or actual infringement or misappropriation of any intellectual property rights by the Timetrics Property.

24.b.(v) Notwithstanding the foregoing, Consultants’ indemnity obligations will not apply, (and Consultant shall have no liability hereunder) when the alleged infringement would not have occurred but for the following reasons and arising from: (i) modifications made to the Timetrics Property that were not authorized by Consultant; or (ii) the combination of the Timetrics Property with any products not provided by Consultant; (iii) use of the Timetrics Property data in combination with non-Timetrics software (Including Client’s systems) or models, processes or materials, data or equipment if the infringement was caused by such use or combination; (iv) any modification or derivation of the Timetrics Property not specifically authorized in writing by Consultant (v) use of third party software; (vi) use of the output of the software (such as data dumps of risk measures) with any third party systems or client systems, which would infringe upon the intellectual property rights of such third parties; (vii) customization requests made by Client to modify the Timetrics Property which may infringe upon a third parties intellectual property rights; (viii) where Client continues such alleged infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

Marketing

Consultant shall be entitled to include a description of the services rendered in the course of the Engagement Letter on its website and in other marketing materials. Consultant shall be able to publish a press release describing the engagement, which shall include the company name. Client also agrees to provide a Testimonial and written reference that Timetrics may use in it marketing literature, website and on Linked In. In addition to the foregoing, Consultant shall be able to disclose any case studies, and success stories of the Engagement to third parties. Consultant may also include Client’s logo on its website, marketing literation, case studies and on its client lists in the same manner as it does other clients. Consultant will be able to include Client’s name and logo as a client on its marketing literature and website and general case and client studies

Termination

a. Unless terminated sooner in accordance with its terms, the Engagement shall terminate on the completion of Consultants’ services under the applicable Engagement, which completion shall be evidenced by the delivery by Consultant to Client of the final invoice in respect of the services performed thereunder.

a.(i) Termination For Cause: The engagement may be terminated for cause, by either party, at any time by giving written notice to the other party not less than thirty (30) calendar days before the effective date of termination, and a written opportunity to cure within thirty (30) days, unless otherwise agreed to in writing in the Engagement.
a.(ii) Termination At Will (Client): If Client terminates the Engagement at will, and for no cause, such termination shall go into effect in five (5) days after notice, provided however that the remaining portion of the Engagement shall be paid in full, without financial penalty to the Consultant.
a.(iii) Termination At Will (Consultant): If Consultant terminates the Engagement at will, and for no cause, it shall first make reasonable efforts to ensure the smooth transition of work to another consultant. In the event Consultant terminates early, it shall only be paid for pro-rated services up to the date of termination. Termination shall go into effect five(5) days after notice.

b. Upon early termination of the engagement Client shall be responsible for the payment to Consultant for Consultants’ time and expenses incurred as well as reasonable time and expenses to bring the engagement to a close in a prompt and orderly manner. For clarification, the amounts in the foregoing sentence shall not exceed the amounts agreed to, if the Engagement specifies a Fixed Price Engagement.

Deposits and License Fees paid shall not be refundable to the Client.

c. Should either party be in a material breach or alleged material breach or not fulfill its obligations set out herein or in the Engagement, the non-breaching party shall provide written notice to the breaching party once it becomes aware of the breach, or alleged breach, and the non-breaching party may terminate the engagement upon written notice to the breaching party, provided that the breaching party does not cure the breach or alleged breach within thirty (30) days of receipt of such notice.

d. Upon termination of the engagement, the parties shall be under no further obligation to the other than
the Client shall pay such Fees and Expenses as Consultant is entitled to receive as outlined in the schedule in the Engagement including any travel expenses. Hourly Fees shall be calculated as the hourly fees at the time and materials rates, up to and including the date of termination, and any wind-down period agreed to, for the Consultants’ services, subject to the terms herein;
In the case of a fixed price engagement, Client shall pay the percentage of the Contract price equivalent to the percentage of work completed through the effective date of termination;
the Client shall continue pay the Incentive Compensations, Success Fees, and other Fees including but not limited to any revenue-sharing, royalties, and software payment license fee reimbursements in the Engagement, regardless of the date of termination which shall continue until the Term set forth in the Engagement;
the Client shall pay any early termination fees outlined herein;
each party shall abide by the survival obligations as herein provided or other post-termination clauses as otherwise provided for in the engagement and the Terms and Conditions and other Contract Documents.

Legal and Regulatory Proceedings

a. Client agrees to notify Consultant promptly of any request received by Client from any court or applicable regulatory authority with respect to the services hereunder, Timetrics Property or Consultants’ advice, work product, hedging strategies, risk reports, revenue creation or any related document.

b. If Consultant is required by law, pursuant to government regulation, subpoena, or other legal process, governmental order pursuant to any statutory authority, or a public oversight board in respect of reporting issuers pursuant to any contractual or statutory authority, or otherwise or requested by Client to produce documents or personnel as witnesses arising out of the Engagement and Consultant is not a party to such proceedings, Client shall indemnify Consultant for its involvement in any such proceedings and reimburse Consultant for all Losses including without limitation reimbursement of its time spent at hourly fees at standard billing rates for professional time and expenses, License Fees, reasonable legal fees, incurred in responding to any such proceedings or requests, as an express condition of Consultant being able to participate in any such proceeding. .

c. When requested or required by law, pursuant to government regulation, subpoena or other legal process, governmental order pursuant to any statutory authority, or a public oversight board in respect of reporting issuers pursuant to any contractual or statutory authority or otherwise, that Consultant provide access, information, and/or documents, including copies thereof relating to Client’s affairs, Consultant will use all reasonable efforts to refuse to provide information and documents over which Client asserts legal privilege or which has been acquired or produced in the context of the Engagement for legal counsel by or on behalf of Client, except where providing such copies, access, information or documents is required by law, pursuant to government regulation, subpoena or other legal process or by a governmental order pursuant to its statutory authority, or a public oversight board in respect of reporting issuers pursuant to its contractual or statutory authority, or otherwise. Consultants’ notice to Client under this paragraph shall be provided promptly and as reasonably permitted. Where Client provides any document to Consultant in respect of which Client wishes to assert legal privilege, Client shall clearly mark such document “privileged” and shall otherwise clearly advise Consultant that Client wishes to maintain legal privilege in respect thereof.

d. In the event of a forced disclosure, Client shall abide by the Forced Disclosure provisions contained herein, including those in Paragraph 27.e and without limiting its obligations thereunder Client shall take all necessary measures to obtain a sealing and protective order on behalf of Consultant around such disclosures at its sole cost and expense. If Consultant is not a party to such proceedings, Client shall reimburse Timetrics for all Losses incurred including but not limited to reimbursement of its time spent at hourly fees at standard billing rates for Timetrics professional time and expenses, License Fees, reasonable legal fees, incurred in responding to such proceeding. Client shall promptly reimburse costs to Consultant, to enable its facilitation to obtain a protective sealing order and any other necessary actions.

e.Forced Disclosure: If Client is ordered or requested by a court, arbitration panel, or another governmental body of competent jurisdiction, or in any action, proceeding or litigation between the Parties themselves, collectively (“Proceeding”), Client has to disclose Confidential Information (“Forced Disclosure”), then Client shall be permitted to disclose the portion of Confidential Information if ordered or required under law, solely and expressly provided that Client complies with the following requirements: (i) Client shall promptly notify Consultant of the order or request promptly via email as well as certified copy by the most expeditious possible means, (and at least ten (10) business days before such disclosure, and in no event less than sufficient time for Consultant to enforce its rights herein) and forward to Consultant exact copies of the questions and requests for information being asked; (ii) Client shall consult with Consultant with respect to taking steps to resist or narrow the scope of such request or legal process and shall be obligated notify the court or governmental agency that Client has no ownership, right, title or interest in or to the Confidential Information and move to direct the requests or orders directly to the Consultant; (iii) Client shall use all its best efforts (and no less than the same effort used to protect its own Confidential Information) to obtain a sealing order or protective order around the Confidential Information at its sole cost and expense (iv) Client shall join or agree (or at a minimum shall not oppose) any further motions or similar request by Consultant for an order protecting the confidentiality of the Confidential Information, including joining or agreeing to (or not opposing to) a motion for leave to intervene by Consultant; (v) Client shall at its own cost, identify and mark any Confidential Information disclosed as Trade Secrets, Proprietary and Confidential of Consultant and pursue all available means of maintaining the Confidentiality of this material as governed by law, including but not limited to securing a protective order around the materials; and (vi) without relieving Client of any of its obligations hereunder, Client shall not interfere or prohibit Consultant from seeking a protective order (and/or temporary restraining order) regarding the disclosure of Confidential Information and other relief in any disclosure of its Confidential Information as outlined in the confidentiality provisions included herein or as permitted by law. Consultant shall be entitled to recovery of its reasonable legal fees, costs and expense for any breach of this agreement, that is found to be in Consultant’s favor.

Client shall not initiate or take any action voluntarily, or file any Motion to Oppose a Protective Order sought by Consultant for the sealing of Timetrics’ Property on the public record. In all cases, Client agrees that it shall treat as trade secrets, and highly sensitive information the items set forth in this agreement and not oppose any motions, to protect such information in any action or proceeding, regardless of who starts the action.

Limitation Period

No claim or action regardless of form, arising under or relating to any Engagement, may be brought by Client against Consultant more than one year after the termination or expiration of the Engagement. For purposes of this section, the term Consultant shall include its owners, managers, employees, representatives, agents, associated and affiliated entities and their respective partners, owners, directors, agents, officers and employees

E-Mail Communication

Client recognizes and accepts the risks associated with communicating by Internet e-mail, including (but without limitation) the lack of security, unreliability of delivery and possible loss of confidentiality and privilege. Unless Client requests in writing that Consultant does not communicate by Internet e-mail. Client assumes all responsibility or liability in respect of risk associated with its use.

Potential Conflicts of Interests

Client acknowledges that it has identified no conflicts of interest in Consultant performing the services hereunder.

Tax Services

Consultant services hereunder shall not include any advice or recommendations or quantifications of the tax implications of any of Client’s transactions or calculations on the accounting standards or tax treatments on the specific transactions as pertains to Client’s Account or facts and circumstances of Client taxable considerations. Such services, if requested, would be provided pursuant to a separate engagement

Expert Witness Services

Any services to be provided by Consultant as an Expert Witness shall be clearly marked and identified in the Engagement. Consultant agrees that such services may include in-person and telephonic consultations with Client’s attorney, Client, and other persons as designated by Client’s Attorney, and may also include review of documents provided by Client’s attorney, as well as publicly available information, and may include preparation by Consultant of documents, including, but not confined to memoranda, reports, exhibits, demonstratives, declarations or affidavits, as directed by Client’s Attorney. These Terms and Conditions shall not be assigned to Client’s Attorney without the express written consent of Consultant. If specified in the Engagement Letter, Consultant may participate personally or telephonically in meetings, consultations, mediations, pre-hearing conferences, settlement discussions with Client’s attorney and/or Client to assist Client’s Attorney in the presentation of the case.

Legal Analysis

Consultant may include in its and Work Product, analysis and applications of the law, but at all times such services shall be in the capacity as a consultant and non-lawyer. Client agrees and acknowledges that if it is to incorporate such analysis, it will accept all liability and responsibility and acknowledges that its obligations to have an attorney review the documents prior to use and reliance in its business.

Specific Accounting Advice

Except as set forth in the Engagement, the Engagement does not contemplate the provision of specific accounting advice or opinions or the issuance of a written report on the application of accounting standards to specific transactions and facts and circumstances of Client. Such services, if requested, would be provided pursuant to a separate engagement.

Successor, Assigns and Delegates

The Terms and Conditions and the accompanying Engagement shall be binding upon the parties hereto and their respective associated and affiliated entities and their respective owners, partners, directors, officers and employees and successors and permitted assigns. Except as agreed upon in the Engagement, Client may not assign, transfer or delegate these Terms and Conditions or any Contract Documents or any of the rights or obligations hereunder or under any of the Contract Documents, including under the case of a sale of stock or transfer of ownership, merger, acquisition or other reorganization without the prior written consent of Consultant.

Consultant may assign these Contract Documents and/or its rights and obligations hereunder and under the Engagement or Contract Documents to Its owners, in their individual capacity, any affiliate or successor or through any process of reorganization or partner in interest to all or substantially all of the assets or business of the relevant Timetrics practice, without the consent of Client, provided however that its principal Samantha S. Kumaran shall remain the key person providing the consulting services under any such active Engagement (excluding any renewals thereof). Consultant shallhave the right, in its sole discretion, to engage independent contractors, subcontractors or software firms to assist Consultant in performing the services hereunder, without seeking the Client’s consent.

Severability

The provisions of the Terms and Conditions and the accompanying Engagement shall only apply to the extent that they are not prohibited by a mandatory provision of applicable law. If any of these provisions shall be held to be invalid, void or unenforceable, then the remainder of the Terms and Conditions and the accompanying Engagement as the case may be, shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law. If any such provision is declared unenforceable or invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law and shall be replaced by a provision most closely matching the intent of the provision and which does not alter the economic intent of the Agreement. Should any provision of this Agreement require judicial interpretation, the Court shall not apply a presumption that the term shall be more strictly construed against one party or the other by reason of the rule of construction that a document is to be construed more strictly against the party who drafted it.

Intended Beneficiary

The parties acknowledge and agree that Ms. Kumaran is an intended, and direct third party beneficiary of these Terms and Conditions, Contract Documents, the Engagement and any Addendums, Exhibits, Appendices, and other emails incorporate therein. Ms. Kumaran is also an intended beneficiary to any rights, title and interest to the corporate entity and business. Accordingly, the parties agree that the Contract Documents may be enforced in full by Ms. Kumaran, and on behalf of The A Star Group, Inc, and without the need for The A Star Group, Inc to also appear in any action. Without limitation of the foregoing, Client expressly agrees that Ms. Kumaran individually, has the right to enforce and collect all payment obligations under the Contract Documents, as well as enforce all intellectual property rights, without The A Star Group Inc. This intended beneficiary provision shall survive the Engagement

Individual Ownership

Client agrees and acknowledges that all intellectual property rights, title, ownership, authorship, inventorship, and interest, including but not limited to Timetrics’ Property both defined herein, are individually and solely owned by Ms. Kumaran, individually, throughout the world and in perpetuity. Such rights include without limitation all worldwide patents, copyrights, trademarks, trade names, service marks, trade secrets, rights of publicity, rights of privacy, moral rights, software ownership rights, trading strategies, and all other intellectual property rights in an to the foregoing as may exist now and/or hereafter come into existence and all renewals and extensions thereof in perpetuity, collectively (“Intellectual Property Rights”). Kumaran, as the sole owner, author and inventor, at its sole option, has the right enforce its rights in and to its property, in perpetuity. Kumaran retains the individual right to protect any IP rights. This Terms and Conditions do not grant or assign any rights, title, interest or other license or rights of usage, whatsoever, into Timetrics’ Property to Client. This individual ownership provision shall survive the Engagement.

Agreement to Mediate

In the unlikely event of any disagreement or dispute between us, that cannot be resolved by our mutual good faith efforts of informal resolution, the Parties agree that any controversy, claim or action arising out of or relating to this Agreement or breach or alleged breach thereof, the parties agree, before resorting to arbitration or litigation, to submit promptly to confidential mediation by providing notice hereunder to either (i) a Mediator of choice between the parties, which shall be selected in good faith within thirty (30) days, or (ii) a Mediator to be selected under the then current CPR Mediation Procedures, with a mediator agreed upon by the parties from the CPR Panels of Neutrals, in accordance with the CPR Mediation Rules. Unless mutually otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. The parties acknowledge the difference in commercial size of the Parties, and therefore agree in advance that the costs of the Mediation shall be advanced by Client but shall be finally allocated between the parties in a manner determined by the Meditator. The parties agree to select a mediator within thirty (30) days of providing notice to the other Party, (“Dispute Initiation Date”), and to a maximum of sixty (60) days to resolve the matter with mediation, unless both parties mutually agree to extend the time in writing. The parties may appoint their own representatives or colleagues or non-legal or legal appointees to assist in the mediation. If the Mediation is unsuccessful or the parties are unable to agree to mediate, either party is free to enforce its rights in Court or Arbitrate as set forth herein

Arbitration (OPTIONAL)

Should the Client wish to participate in Arbitration, the parties agree that any such agreement will be subject to a separate agreement and no such Arbitration is contemplated by the parties in these Terms and Conditions

Consequential Damages

It is specifically agreed and acknowledged that if the Client breaches the terms of the Terms and Conditions or other Contract Documents, Client shall indemnify Consultant for its involvement associated with remedying, enforcing and prosecuting such breach and reimburse Consultant for its professional service hours at standard billing rates for professional time and expenses spent on the foregoing, including without limitation, its losses, time and materials fees, and reasonable legal fees. Without limitation of the foregoing, Consultant shall also be entitled to all damages available to it in equity and law for Client’s non-compliance with the provisions in these Terms and Conditions and other Contract Document.

Waiver

No waiver by any party of its rights against the other for a particular default shall be deemed to be a waiver of rights with regard to any other default by the other. All waivers must be in writing and signed by the party waving it rights. Failure of either party to enforce its rights in one provision of the Terms and Conditions, will not constitute a waiver of the party’s rights in any other part or provision of the Terms and Conditions. Failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of any term hereof

Notices

All notices required under the Engagement shall be in writing and signed, and shall be deemed to be given when received upon personal delivery; or by electronic email with response confirmation of receipt of the electronic email from the other party (which shall not be unreasonably withheld); or if mailed it shall be by courier with signature required, (such as Fedex ) and shall be deemed to delivered as of the date indicated on the receipt document provided by the mail courier with signature required, if so delivered, and shall be sent to the address (as provided below), unless otherwise indicated in the Engagement.

Governing Law

The Terms and Conditions and the accompanying Engagement and any services and EULA shall be subject to and governed by the laws of the State of New York for use of any license of use of Timetrics Property and applicable Federal laws of the United States of America, without giving effect to any principles of conflicts of interest. The parties intend that the Terms and Conditions shall be enforced to the greatest extent in time, area and degree of participation, as is permitted by law

Survival

The provisions hereof shall survive the expiration or termination of the Engagement. Further, the obligations hereunder shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against each party, nor by the rejection of any agreement between the parties, by a trustee of a party in bankruptcy, or by either party as a debtor-in-possession or the equivalent of any of the foregoing under local laws.

Entire Agreement

The Terms and Conditions and the accompanying Engagement including without limitation any referenced exhibits, addendums, appendices, emails, invoices, purchase orders, constitute the entire agreement (“Contract Documents”) between Consultant and Client with respect to the Engagement and supersede all other oral and written representation, understandings or agreements relating to the Engagement. By accepting these Terms and Conditions, Client confirms it has read and understood its terms, has had the opportunity to consult with legal counsel, and any signatures, including electronic signatures, and/or payments, are made by a person with the legal authority to bind and execute contracts on behalf of the Client. No change to the Contract Documents shall be binding upon the Client unless made in writing and approved by the Consultant. In the event of a conflict between the Contract Documents, and if an ambiguity or inconsistency exists, these Terms and Conditions shall take precedence and prevail unless specific reference to supersede a provision in the Engagement

Late Signature

The start date of the Terms and Conditions shall be effective as of the date the parties first commenced the Engagement and applied retroactively to the date Parties commenced the first Engagement, which shall be deemed the date services first commenced. All conditions herein shall be deemed to be in full force and effect from the date the purchase order was authorized. Any fees and expenses incurred retroactively shall be paid in full upon the date of executing the Terms and Conditions

Electronic Signature and Online Acceptance of Terms is Binding

The Parties agree that (i) a facsimile, photographed, docusigned, or electronically scanned copy of this Agreement and/or (ii) an online acceptance of these Terms and Conditions shall be legal and binding. Specifically and without limitation, when Client accepts these Terms and Conditions on a website, online, or via electronic purchase (e.g. Stripe) by clicking “I agree” to the Terms and Conditions, Client agrees that the action of clicking “I agree” shall constitute a legally binding signature and shall create a legally binding contract and agreement by the Client to the Terms and Conditions. A printed version of these Terms and Conditions shall be admissible in judicial and administrative proceedings based upon or relating to the services or these Terms and Conditions, and shall be treated in the same manner and to the same extent as other business contracts, and documents, originally generated and maintained in printed form. The parties agree to the use of electronic communications and any such electronic communication shall be constitute a legal document.

Timetrics Consulting Terms and Conditions Agreement