Standard Terms and Conditions for Services

These Standard Terms and Conditions for Services (the “Terms”) are applicable to all quotes, bids, statements of work, offerings and provisioning of services (the “Services”) by Pixeld LLC (“Pixeld”), however, the price, term, scope of work, and other specifics for the Services may be separately agreed and/or set forth in a quote or statement of work delivered by Pixeld, an order issued by the applicable customer (“Customer”) and accepted by Pixeld or some other written communication between Pixeld and the Customer (such other applicable terms and conditions, the “Scope of Work”), together with these Terms, each the “Service Agreement”).

In the event of a conflict between these Terms and any term or condition in any other document, website, order or communication prepared or delivered by the Customer, these Terms shall control. No course of prior dealings, acceptance or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain or modify the Agreement. All representations, promises, warranties or statements by an agent or employee of Pixeld that differ in any way from the Agreement hereof shall be given no effect or force. No waiver or alteration of Terms shall be binding unless in writing signed by an authorized employee of Pixeld.

DEFINITIONS. Capitalized terms used in the Service Agreement, but not elsewhere defined shall have the meaning set forth in this Section 1.

“Claims” means all claims, judgments, damages, penalties, fines, costs, liabilities, and Losses.

“Dispute” means any controversy or claim arising out of or relating to the interpretation of the terms, conditions or provisions of the Service Agreement.

“Event of Default” means (a) a material breach by the other party of the Service Agreement which breach has not been cured within 30 days after the breaching party has received notice from the other party thereof; (b) Customer is late in payment on any undisputed invoiced amounts; (c) Customer fails to comply with any applicable law or regulation in its use of the Services or any Pixeld offering, (d) Customer infringes upon any intellectual property rights of Pixeld or a third party.

“Pixeld Equipment” means any equipment used by Pixeld to provide the Services. Such equipment may be located inside or outside the Equipment Space.

“Losses” means any costs, expenses, liabilities and other damages incurred, including attorneys’ fees and court costs.

“Service Term” means the period in which the applicable Service Agreement is in effect pursuant to the provisions set forth in Section 4.

SCOPE OF SERVICES. Pixeld will provide Customer the specific Services as expressly set forth on the Scope of Work. Each Scope of Work, together with these Terms, shall be a separate and unique Service Agreement. Pixeld reserves the right to modify a Service Agreement by providing at least 30 days’ notice, which notice may be given, among other possible methods, via email; provided, however, if Customer disputes such change it may terminate the applicable Service Agreement (without a termination fee) by providing notice to Pixeld within 5 business days from Customer’s receipt of the proposed changes, and such termination shall become effective on the date Pixeld proposed such modifications take effect.

FEES AND CHARGES; PAYMENT. Customer agrees to pay the rates and charges for the Services set forth within the Scope of Work; provided, however, if no specific rates and charges are specified in the Scope of Work then Customer shall pay Pixeld on a time and materials basis for Services in accordance with Consultant’s then-standard rates and all such rates and charges are due within 30 days of invoice date. Customer shall reimburse all reasonable travel and other related expenses incurred by Pixeld in its performance of the Services. All amounts invoiced to Customer shall be deemed valid unless Customer disputes such charges in writing within 30 days after the invoice is sent by Pixeld to Customer. Without limiting any other rights or remedies of Pixeld, any amounts payable by Customer that are not paid when due shall incur a late fee of 1.5% (or the maximum amount permitted by law if such maximum amount is less than such late fee). Customer agrees to pay all taxes and fees assessed in connection with the Services, except for taxes based on Pixeld’s net income, property and personnel. Notwithstanding other provisions of this Service Agreement, Customer shall be responsible for any costs Pixeld incurs in enforcing collection of any amounts due under the Service Agreement, including reasonable attorneys’ fees, court or arbitration costs, or collection agency fees.

TERM AND TERMINATION. Unless otherwise expressly agreed in writing, a Service Agreement shall become effective when the Scope of Work is agreed upon by both parties (“Service Agreement Effective Date”), and shall remain in effect throughout the term specified in the Scope of Work unless terminated in accordance with the express terms of the Service Agreement; provided, however any recurring (e.g., monthly) Services which are being provided pursuant to a Service Agreement shall automatically be extended under the same terms and conditions for additional monthly terms unless and until such Service Agreement is terminated in accordance with the express terms of the Service Agreement, or either party provides at least 15 days prior written notice to the other party prior to the then-current recurring period of its intention to have such Service Agreement expire. In addition to any other rights to terminate or suspend Services pursuant to a Service Agreement, either party may terminate the Service Agreement or Pixeld may suspend provision of the Service upon an Event of Default of the other party. Notice by Customer to Pixeld of intent to terminate must be provided via written notice to Pixeld LLC, 2098 Gaither Road, Rockville, Maryland 20850, ATTN: President. In the event of termination or suspension of a Service for any reason, Customer must pay charges accrued through the date of termination or suspension. Notwithstanding the termination of this Agreement, Sections 1, 3, 5, 6, 7, 8, 10, 11 and 12 shall survive. All other rights and licenses granted hereunder will cease immediately upon termination.

NONSOLICIT. During the Service Term and for 12-months thereafter, Customer shall not employ, or solicit to employ, or cause to be solicited for the purpose of employment either directly or indirect, persons employed or contracted for services by Pixeld. However, both parties agree that the restrictions set forth in the immediately preceding sentence shall not apply to general employment solicitations directed to the general public.

LIMITED WARRANTY. During the Service Term, Pixeld warrants it shall provide Services in a professional and workmanlike manner. Customer agrees that its sole and exclusive remedy for a breach of the foregoing warranty shall be re-performance of the Services that failed to conform to the warranty, and such remedy shall be solely available if Customer provides written notice of such nonconformities within 90 days of the date of Customer’s receipt of the nonconforming Services. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION, PIXELD MAKES NO WARRANTIES EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY SERVICES, AND PIXELD EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION. Except to the extent caused by Pixeld, or the applicable Indemnified Party's, negligence or willful misconduct, Customer shall and does hereby indemnify, defend, protect and hold harmless Pixeld and its affiliates, partners, officers, directors, principals, shareholders, representatives, employees, agents, trustees, lenders, lessors and managers, and their respective successors and assigns (each, an “Indemnified Party”) from and against any and all Claims and Losses alleging or arising out of (a) infringement or misappropriation of any intellectual property right or other illegal action by Customer or any of its employees, contractors, personnel or invitees; (b) any breach of the Service Agreement by Customer; and (c) the use or delivery of the Services or the Pixeld Equipment, if any.

Limitation of Liability. IN NO EVENT SHALL PIXELD OR ITS EMPLOYEES, AFFILIATES, CONTRACTORS, AGENTS, OR INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS, REVENUE, DATA, OR USE, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, INCLUDING LEGAL THEORIES OF CONTRACT, TORT, OR STRICT LIABILITY, EVEN IF PIXELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT SHALL PIXELD’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE ACTUAL DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SERVICE UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE 6 MONTH PERIOD PRIOR TO THE DATE THE EARLIER OF THE DATE THE CLAIM AROSE, THE DAMAGES FIRST OCCURRED, OR THE CAUSE OF ACTION AROSE. MULTIPLE CLAIMS SHALL NOT INCREASE THE FOREGOING LIABILITY CAP. With the exception of any monetary obligations under this Agreement, neither party shall be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation or telecommunication service, act of its vendors or suppliers or their products and Services, or inability to obtain raw materials, supplies, or power used in or equipment needed for the provision of the Service.

CUSTOMER ASSISTANCE. Customer shall make available in a timely manner at no charge to Pixeld all technical data, computer facilities, programs, files, documentation, data, materials, samples, services, equipment, or other resources required by Pixeld for the performance of the Services. Customer assumes the risk of any problems resulting from any data, materials and information supplied by Customer, including the content, accuracy, completeness and consistency thereof.

ASSIGNMENT. Customer shall not assign this Agreement without the prior written consent of Pixeld; which consent shall not be unreasonably withheld.

GOVERNING LAW, VENUE. This Agreement shall be governed by the laws of the State of Florida. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court located in Orlando, Florida or, if such court would not have jurisdiction over the matter, then only in a Florida state court located in Orlando, Florida. Each Party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum.

INTERPRETATION. For the purposes of each Service Agreement, the words “including,” “included,” and “includes” mean inclusion without limitation, and headings are for convenience only and shall not have any effect on interpretation.