Terms and Conditions

1.            Overview. Contractor in Charge, LLC (“CIC”) and the client (“Client”) executing an Order Form, to which these
Terms & Conditions (“Agreement,” as used herein) are incorporated by reference, agree that CIC will provide Client with
certain virtual office services (the “Services”) on a contractual basis in exchange for prompt payment. In support thereof,
the Parties agree to be bound hereby.

2.           Term & Termination.
              (a)        Term. This Agreement shall begin on the Effective Date of the Order Form (defined therein as the later of
the two dates put by CIC and Client in the signature block) and shall remain in effect on a week-to-week basis unless
properly terminated, as set forth below.

              (b)       Termination for Cause. Either Party may terminate this Agreement and the applicable Order Form, upon
for thirty (30) days’ written notice to the other Party (the Defaulting Party), if the Defaulting Party: (i) materially
breaches this Agreement and, if capable of cure, the Defaulting Party does not cure such material breach within ten (10)
days after receipt of written notice of such breach; (ii) is insolvent, dissolved, liquidated, or becomes subject, voluntarily
or involuntarily, to any proceeding under any bankruptcy law or similar state proceeding, which is not fully stayed within
seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing; and/or (iii) has a
receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business.
             (c)       CIC Termination. CIC may terminate this Agreement and the applicable Order Form if: (i) Client fails to
pay any amount when due and such failure continues for seven (7) days after Client’s receipt of written notice of
nonpayment; (ii) Client’s failure to strictly adhere to the terms this Agreement or the Order Form; (iii) any material
change in Client’s business which affects the implementation of Services; or (iv) any other reason, with or without cause.
            (d)       Survival. Notwithstanding anything to the contrary contained herein, the Sections of this Agreement
relating to representations and warranties, indemnification, limitations of liability, and confidentiality shall automatically
survive the termination of this Agreement and the applicable Order Form.

3.        Policies and Procedures.
           (a)         Applicable Standards. CIC agrees that all Services performed pursuant to this Agreement and the
applicable Order Form shall be performed in compliance with all Laws (as defined below) and industry standards.
           (b)         Cooperation. Client shall designate personnel who shall promptly provide responses to CIC for
instructions, information, or approvals required by CIC to provide the Services, and otherwise assist the On-Call
Technician. Client shall cooperate with CIC in its performance of the Services and provide access to Client’s premises,
employees, equipment, and network as reasonably required by CIC.
           (c)          Consents. Client shall obtain any such consents and authorizations as required by law, and as may be
necessary to enable CIC to perform the Services and report results of such Services. Upon request by CIC, Client shall
provide CIC with copies of such consents and authorizations.
          (d)          Call Recording and Marketing. Client expressly consents and grants CIC authority to record all phone
conversations as a means of promoting and marketing its Services to other potential clients. Any recording obtaining are
the sole and exclusive property of CIC. CIC shall have no requirements to provide copies of the recordings to Client.
          (e)         Documentation and Reports. Client expressly consents and grants CIC authority to collect documentation
and call volume reports to determine a Client’s average daily call volume.
          (f)          Live Answer Process. CIC takes reasonable steps to ensure that a human being answers all calls (“Live
Answer”). In the event that there are simultaneous calls, Live Answer becomes more difficult. If this is the case, a
secondary CIC agent may take a message from a customer on behalf of Client, while the primary CIC agent is on the
phone with another customer, and tell that customer that the primary CIC agent will be in contact shortly. In light of this,
Client hereby acknowledges this process and understands that CIC makes no guarantees as to Live Answer response
times.
          (g)          Confirmation of Appointments. Even if a job appointment is viewable on the Client’s schedule, CIC will not
confirm upon request by any customer, but will, instead, send a message to Client, notifying it of the customer’s request.
          (h)           After-Hour Calls. For after-hours and weekend calls, CIC will only be responsible for booking the call. If a
customer is willing to pay Client’s after-hours fee and considers customer’s situation to be Urgent Dispatch (defined
below), CIC will book the call and dispatch it to the On-Call Technician. If the On-Call Technician decides to cancel the
call, the technician must personally handle, or coordinate with the Client’s office and customer to reschedule the call
directly.

4.       Client Requirements.
          (a)         Client Software. Client acknowledges that, if it utilizes scheduling software, CIC may ask it to set up a
dummy tech called “CIC Tech” to assign booked and rescheduled jobs for CIC staff to confirm and finalize with
customers. Client further acknowledges that, if it fails to do so, CIC’s ability to perform certain Services will be materially
limited.
         (b)         On-Call Technician. Client agrees that it will provide CIC with the contact information for a person(s)
whom CIC may contact at all times designated as After Hours, Weekends, or Emergencies (“On-Call Technician”).
         (c)         List of Staff. Client agrees to provide CIC with a list of its staff, including coverage area by zip code,
particular services offered to customers, and applicable service fees they charge. Client avers that it is its own
responsibility to maintain this list and to ensure that CIC constantly has a current list of all of Client’s staff. In the event
that Client fails to provide or maintain an accurate list of staff to CIC, Client accepts full responsibility for any
misinformation CIC passes on to any customers.
        (d)         Common Email. Client agrees that it will provide CIC with an email address at which all of its staff can
receive messages from CIC and its agents.
        (e)        Weekly Call Forecast. Client agrees that it will provide to CIC during the onboarding meeting a copy of its
weekly call forecast, to include a list of planned meetings or events that would cause rollover calls during regular hours.
Client agrees to provide CIC with an updated copy of its weekly call forecast upon seven (7) days’ notice by CIC.
        (f)         Urgent Dispatch. Client agrees to provide CIC with a list of any and all job types that Client would like to
receive priority in the performance of the Services by CIC (“Urgent Dispatch”). Client agrees that it is Client’s
responsibility to set and maintain its Urgent Dispatch list, and ensure that CIC is consistently apprised of it..
       (g)         Voicemail. Client understands that CIC will transfer calls to its staff’s extension. Thus, Client agrees to set
up a phone line with a voicemail inbox, in the event that one of its staff is unavailable to answer a phone call.
       (h)          Change Orders. Client agrees that, if it wishes to change any Services offered by CIC, it will submit a
change order via the CIC ticketing system. Client further acknowledges that CIC will not consider emails, text messages,
and telephone calls for purposes of implementing changes.

5.      Representations and Warranties.
         (a)       Limited Warranties. CIC represents and warrants to Client that (i) CIC shall perform the Services in
accordance with the terms and subject to the conditions set out in this Agreement; (ii) CIC will use personnel of
commercially reasonable skill, experience, and qualifications in a timely, workmanlike and professional manner in
accordance with generally recognized industry standards for the Services; and (iii) if, in the course of performing the
Services, CIC encounters a customer or prospective customer of Client who is angry or irritated, CIC shall not offer any
quote or pricing to the customer on behalf of Client, as a means of preventing any bad reviews of Client, but makes no
guarantee as to any bad reviews issued by such customer.
       (b)        Disclaimer of Remaining Warranties. EXCEPT AS SET IN THIS AGREEMENT OR THE APPLICABLE ORDER
FORM, DUE TO THE NUMEROUS FACTORS INVOLVED IN THE SERVICES, CIC EXPRESSLY DISCLAIMS ANY AND ALL
EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ACCURACY,
TIMELINESS, MERCHANTABILITY, POSITIVE REVIEWS, AND QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO INSTANCE WILL CIC BE LIABLE TO CLIENT FOR INCIDENTAL, COVER, SPECIAL OR CONSEQUENTIAL DAMAGES.
     (c)            Remedies. CIC’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this
warranty shall be as follows: CIC shall use reasonable commercial efforts to promptly cure any such breach; if CIC cannot
cure such breach within thirty (30) days of Client’s written notice, Client may, at its option, terminate the Agreement by
serving written notice of termination.
           (d)        Limitation. THE REMEDIES SET FORTH ABOVE SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND
CIC’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES.

6.     Billing and Payment.
             (a)       Compensation. Client hereby agrees that the Service Plan, executed as part of the Order Form shall
control the amount of compensation to which CIC is entitled for Services rendered, subject to additions as set forth
herein.
            (b)        Preferred Methods. All payments are billed and processed according to the terms of the Order Form,
preferably through an automated clearinghouse (“ACH”), which deducts payment from Client’s bank account. If ACH is
impossible or impractical, credit card payments may be used and will be kept on file for payment processing. Client
hereby consents to CIC’s storage of its financial information for ACH and/or credit card payments.
            (c)        Rates. All payment rates, as set out in the applicable Service Plan and Order Form, are subject to review
and adjustment.
           (d)      Processing. CIC processes Client billing weekly for usage from the prior week. All payments will be auto
processed at time of billing.
           (e)      Payment Upon Termination. All fees and expenses are due and payable to CIC on or before termination.
           (f)      Waiver of Disputed Invoices. Client shall have ten (10) days following receipt of an invoice or a fee to
assert a dispute over the charge. After than ten (10) day period, Client waives any claim towards disputing the charge
from CIC. The Parties expressly agree that ten (10) days are reasonable under the circumstances, due to daily nature of
involvement between the Parties to prevent issues from compounding and escalating – if Client disputes a charge it
should be done immediately.

7.     Reservation of Rights.
         (a)            Interactive Voice Response. CIC reserves the right to install interactive voice response (“IVR”) for use in
performing the Services, as needed. CIC expressly reserves the right to employ IVR to answer calls and engage in public
announcements.
         (b)           High Demand. CIC further reserves the right to turn off a phone line and/or increase the amount and
number of fees for Services if the Client has excessive call volume or if there is extreme weather or other situations giving
rise to increased demand.
         (c)            Fee Increases. CIC hereby reserves the right to increase the fees associated with the Order Form upon
thirty (30) days’ written notice to Client, Client agrees that this notice can also be sent via email. The fees will
automatically increase on the date communicated and billing will reflect the new fees unless Client terminates the
applicable Order Form pursuant to this Agreement.
         (d)             Miscellaneous Fees. CIC reserves the right to apply miscellaneous fees for Services provided, as needed.
Such miscellaneous fees may take the form of holiday fees (for Services performed on recognized holidays, technology
fees (for work including, but not limited to, maintenance, programming, coding, software development, general
technology services, telephone services, and troubleshooting services), training fees (for services performed with Client’s
employees or affiliates), and support fees (for creation and maintenance of phone lines, knowledge bases, phone call
scripts, and preparation for on-demand support). Client hereby acknowledges that the aforementioned miscellaneous fees
are not exhaustive, and agrees that CIC may pass on to it any additional charges incurred by CIC in performance of the
Services.
         (e)             Suspension of Services. CIC reserves the right to suspend Services in the event that Client is delinquent
in providing payment pursuant to this Agreement and the applicable Order Form, prior to formal termination.
         (f)             Voicemail. CIC reserves the right to turn all calls to voicemail or no longer answer a Client line if the
volume exceeds 25 percent or more of average volume.
         (g)             Harassment. CIC reserves the right to refuse to speak with a Client who is belligerent or harassing and to
block numbers and/or refuse to answer calls from such Clients and customers.

8.        Indemnification. Client shall defend, indemnify, and hold CIC, its officers, employees, and agents harmless
from and against any and all third party liability, loss, expenses (including attorneys’ fees), or claims for injury or
damages arising out of the performance of the Services and any reviews submitted by customers of Client relating to the
Services, and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or
result from the negligent or intentional acts or omissions of Client, its employees, agents, contractors or representatives
including but not limited to the failure by Client to strictly adhere to the terms of this Agreement or with Laws (defined
below).

9.        Limitation of Liability. CIC SHALL NOT BE LIABLE FOR: LOSS OF GOODWILL, SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, LOST PROFITS, OR TORT DAMAGES ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE SERVICES, OR OTHERWISE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN
TORT, CONTRACT, OR OTHERWISE. CIC’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND
ALL CLAIMS OR OBLIGATIONS (INCLUDING BUT NOT LIMITED TO INDEMNIFICATION, ATTORNEY’S FEES, COSTS, ETC.)
RELATING TO THIS THIS AGREEMENT, THE SERVICES, OR OTHERWISE SHALL BE LIMITED TO THE VALUE OF TOTAL
FEES PAID BY CLIENT TO CIC IN THE THREE HUNDRED AND SIXTY (360) DAYS PRECEDING THE DATE THE CLAIM
ACCRUED. The Parties agree if Client or a third-party files a claim against CIC, CIC shall have the ability to tender
payment in the maximum amount provided by this Section to Client– without admitting liability – and require Client to
execute a full and complete release and waiver of applicable claims, and assume the defense of CIC against the third
party.
10.      Confidentiality.
          (a)             Confidential Information. “Confidential Information” shall mean all non-public, confidential or proprietary
information, as well as any trade secrets, that are provided by Client to CIC, or by CIC to Client, pursuant to this
Agreement or the applicable Order Form. This definition only applies to Confidential Information provided after the
Effective Date. Client warrants that it has the right to make such disclosures of Confidential Information under this
Agreement.
         (b)             Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, any
lawful order, or as otherwise mutually agreed in writing by the Parties, the Parties shall not disclose to any person or
entity: (i) that such Confidential Information has been made available to the Parties, or that it has inspected any portion
of the Confidential Information; (ii) that discussions or negotiations may be or are underway between the Parties
regarding the Confidential Information, including the status thereof; or (iii) any terms, conditions, or other arrangements
that are being discussed or negotiated in relation to the Confidential Information. Notwithstanding anything in this
Agreement to the contrary, the confidentiality obligations herein shall not apply to Client where disclosure is in connection
with a routine audit or examination by, blanket document request from, or other disclosure to a regulatory or
governmental entity that does not specifically reference CIC or its affiliates.
         (c)            Period of Confidentiality. The Parties’ confidentiality obligations shall remain in full force and effect until
this Agreement is terminated or expires, and then for a period of five (5) years thereafter.

11.    Miscellaneous.
         (a)            Compliance with Laws. The Parties shall comply with all applicable federal, state, and local laws, rules
and regulations as they may be amended (“Laws”). If any part of this Agreement or applicable Order Form is determined
to violate any Laws, the Parties agree to negotiate in good faith revisions to the provision(s) which are in violation. If the
Parties cannot agree to new terms to bring either agreement into compliance, either Party may terminate this Agreement
on fourteen (14) days’ prior written notice, or earlier if necessary, to prevent noncompliance with a governmental or
regulatory deadline or date.
        (b)               Independent Contractor Status. CIC shall act, at all times under this Agreement as an independent
contractor of Client. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar
relationship between the parties hereto, and nothing herein contained shall be construed to authorize either party to act
as agent for the other.
       (c)               Governing Law, Jurisdiction, & Venue. This Agreement shall be governed by, construed and enforced in
accordance with, the laws of the State of Florida without regard to conflict of law provisions. Any action or proceeding
arising out of or relating to this Agreement or the Parties shall be brought within the State of Florida in Hillsborough
County, or the District Court for the Middle District of Florida. The party agrees that this Agreement meets the
requirements in Florida Statute §48.193(1)(a)(9). The prevailing party in any action regarding this Agreement shall be
entitled to recover its reasonable attorney’s fees and costs from the losing party (including appellate attorney’s fees).
      (d)               Dispute Resolution. Prior to filing any cause of action, or legal proceeding, with the requisite court of law,
the Parties agree that they will first be required to attend in-person mediation within Hillsborough County, Florida. Both
Parties agree that they will send a representative with full settlement authority to the mediation. The cost of the in-person
mediation shall be split amongst the parties but shall not include travel costs of either party associated with attending the
in-person mediation. Notwithstanding the foregoing, the pre-suit mediation requirement will be waived and not required if
CIC brings an action against the Client for unpaid fees or unpaid Services.
      (e)              Notices. All notices and other communications required or permitted hereunder shall be in writing and
deemed to have been given when delivered or mailed by certified mail or overnight courier with tracking capabilities.
Notices to CIC shall be sent to: Contractor in Charge LLC, 2408 Sifield Greens Way, Sun City Center, FL 33573, Attn: Lynn
Wise, Tampa, FL 33606, with a copy to: Blue Chip Law, PLLC 301 W. Platt St. Ste. A-339, Tampa, FL 33606, Attn: Adam
Hersh, Esq. Notices to Client shall be sent to the addresses set forth in the signature block of the Order Form.
      (f)              Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no
failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate
or be construed as a waiver thereof. Neither shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise thereof.
      (g)              Modifications & Authorization. The terms of this Agreement cannot be changed orally or via electronic
communications. Any attempts to modify these terms by Client are deemed null and void. No representative of CIC has
any authority to make any changes to this Agreement or commit CIC in any manner whatsoever in contradiction to the
provisions expressly set forth in this Agreement, except for the Chief Executive Officer and its legal counsel. Any changes
to this Agreement must be approved and signed for by authorized representatives of both Parties.
      (h)              Assignment. This Agreement will be binding on and inure to the benefit of, the Parties’ respective
successors and assigns. This Agreement will not be assigned by either Party without the prior written consent of the
other Party (whose consent shall not unreasonably be withheld), and any purported assignment hereof without such
consent will render this Agreement null and void.
      (i)            Subcontracting. Client hereby agrees that CIC may subcontract the performance of any of its duties or
obligations under this Agreement or the applicable Order Form to any person, provided that CIC, prior to the
commencement of work by any subcontractor, enters into a written agreement with such subcontractor that binds the
subcontractor to terms that are at least as protective of the rights and information of Client as in this Agreement.
     (j)             Force Majeure. CIC shall not be liable or responsible to Client, nor be deemed to have defaulted or
breached this Agreement, for any failure or delay in performing any term of this Agreement when such failure or delay is
caused by or results from acts or circumstances beyond the reasonable control of CIC including, without limitation, acts of
God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot, or
other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor
disputes (in each case, except in respect of CIC’s own personnel), restraints or delays affecting carriers, inability or delay
in obtaining supplies of adequate materials, telecommunication breakdown, and power outage. If the event in question
continues for a continuous period in excess of seven (7) days, Client shall be entitled to give notice in writing to CIC to
terminate this Agreement.
    (k)            Invalidity of Provisions. In the event any term or provision of this Agreement is rendered invalid or
unenforceable or declared null and void by any court of competent jurisdiction, the remaining provisions of this
Agreement shall remain in full force and effect.
    (l)            Electronic Signature. Electronic signatures shall be binding and have the same effect as a handwritten
signature.