SOARIN GROUP - TERMS & CONDITIONS REV 12/23

Procurement: SOARIN GROUP requires that all hardware and software to be procured by SOARIN GROUP if installed by SOARIN GROUP. If the customer acquires their own equipment from sources outside of SOARIN GROUP, then our standard labor rate of $125/hr will be assessed, as well as any necessary expenses. In addition, all time and charges for for contacting vendors or suppliers in regards to items not purchased by SOARIN GROUP will be charged at a rate of $125/hr.  Lastly, SOARIN GROUP may require that any hardware or software purchased over $3500.00 be subject to a 50% down payment and the remainder due when delivered.

Consulting & Projects: The services procured through SOARIN GROUP are generally for access to our subscription services. At no time does SOARIN GROUP imply that new hardware, software, special projects or consulting time are included in the monthly service fees. If the client requires those services, then the client will be notified if additional charges will be incurred.

Third Party Vendors: In the event SOARIN GROUP has to engage with Third Party Vendors, SOARIN GROUP may charge an hourly fee.

Soarin Group Agent: In order for SOARIN GROUP to support you, we must enforce that our proprietary agent technology is installed on your equipment. There may conflicts with other remote control software if required by other vendors.

Facilities: For services provided on the Customer’s premises, Customer shall provide a safe work site for performance of the services, and shall provide such assistance as may be reasonably necessary for the efficient performance of SOARIN GROUP employees.

Expiration & Termination:  The term of this Agreement is one (1) year, provided that either party may terminate the Agreement at any time with thirty (30) days prior written notice to the other. The term automatically renews for additional one (1) year terms unless either party gives notice of termination as provided in this paragraph. SOARIN GROUP will notify Customer in writing thirty (30) days prior to expiration of any changes in services or pricing that may occur. At termination, all payments will be deemed to have been earned, and SOARIN GROUP shall have no obligation for any refund. Customer shall immediately return all property owned and/or provided by SOARIN GROUP related to the Agreement.

Disclaimer of Warranties: SOARIN GROUP warrants that the services provided will be performed in accordance with the Customer’s approved work plan, and shall be performed in a professional manner determined to be most appropriate under the circumstances. Except for confidentiality (see below), this warranty is the sole warranty, and it is in lieu of all other warranties, either express or implied.

Confidentiality: Each party covenants that it shall keep the other party’s confidential information in confidence, and it will not disclose such confidential information to anyone not reasonably related to the performance of services under this Agreement (such as employees, advisors and subcontractors) without the other’s prior written consent. The party receiving such confidential information will not use, or permit others to use, such confidential information for any purpose other than in accordance with this Agreement, and shall not make any unauthorized copy of any confidential information and will use its best efforts to avoid disclosure, dissemination or unauthorized use of the other’s confidential information. For Customers subject to FERPA, HIPAA, GLBA, or other privacy laws or regulations, and to the extent that SOARIN GROUP is occasionally granted access to Personally Identifiable Information (PII) protected by such laws, SOARIN GROUP explicitly warrants that confidentiality extends to PII. SOARIN GROUP shall use reasonable care and employ commercially reasonable measures to protect PII. Notwithstanding the foregoing, the parties understand and agree that SOARIN GROUP is not responsible for the Customer’s compliance and shall not be liable for the Customer’s failure to comply with such laws.

Hardware: Under certain circumstances, clients may use equipment on a subscription basis. This equipment is to be returned to SOARIN GROUP before any agreement can be cancelled. This equipment is fully owned and managed by SOARIN GROUP and we reserve the right to remove it at anytime.

Correction: Customer’s exclusive remedy for any breach of warranty or error in services rendered by SOARIN GROUP shall be limited to correction of the error through its time and efforts at no additional charge to Customer. If the error results from incorrect or incomplete data or information provided to SOARIN GROUP, Customer shall be liable to SOARIN GROUP for the cost to correct the error at its customary time and material charges.

Performance: If Customer defaults in payment or otherwise, SOARIN GROUP, at its sole and exclusive option, shall have the right to suspend performance of the services until such default is cured, and such suspension shall be without liability or obligation to Customer or any third party, and without prejudice to the rights and remedies of SOARIN GROUP pursuant to this Agreement.

Limitation of Liability: Neither party shall be liable for incidental or consequential damages of the other. In no event shall SOARIN GROUP's liability for damages, losses or expenses as a result of negligence exceed the amount of fees paid by Customer to SOARIN GROUP in the six (2) month period immediately preceding the act or omission causing such damage or loss.

Independent Contractor: SOARIN GROUP and Customer have the relationship of independent contractors and neither is the agent, partner, joint venturer, or employee of or with the other and no fiduciary relationship between the parties exists. Neither party shall have the right to bind or obligate the other in any manner, nor shall it represent that it has any such right to do so.

Non-Solicitation: During the term of this Agreement and for a period of one year following its termination, Customer shall not (nor attempt to) solicit, recruit, hire, or divert the services of any employee, consultant, or agent of SOARIN GROUP who was employed by SOARIN GROUP at any time on or after the date of this Agreement.

Governing Law: This Agreement shall be governed by and construed in accordance with substantive laws of the State of Nebraska.

Force Majeure: The performance by either party of any of the undertakings set forth in this Agreement shall not be deemed untimely to the extent any late performance or nonperformance is due to acts of God, acts of war, civil disturbance, acts of government, including, but not limited to, government or court orders or any other act or event beyond the control of the affected party.

Entire Agreement: This Agreement sets forth the entire agreement between the parties concerning the subject hereof, and supersedes all prior and contemporaneous written or oral negotiations and agreements between them concerning the subject matter hereof.