These Terms & Conditions (“T&C”) set forth the terms and conditions whereby you (“Contractor”) agree to provide certain services (as described in the applicable SOW) to Ubicquia Inc., a Delaware Corporation, with offices located at 401 E Las Olas Blvd, Suite 1750, Fort Lauderdale, FL 33301 (the "Ubicquia").

1. Services. Ubicquia hereby engages Contractor, and Contractor accepts such engagement, as an independent contractor to provide to Ubicquia certain Services (as defined in Section 2) and/or Deliverables (as defined in Section 2), and further described on the applicable statement of work (“SOW”). The initial SOW attached hereto in Schedule A is designated as Schedule A-1, and any additional SOW or entered into between the parties will be added hereto and designated as Schedule A-2, Schedule A-3, etc. Each additional SOW shall be referred to herein as a “SOW.”

2. Definitions. In these T&C, the following definitions apply:

1. “Agreement” means (i) these T&C, (ii) any applicable SOWs entered into between the parties; and (iii) any other documents expressly referenced in the SOW.
2. “Contractor” means the service provider identified in the SOW, its affiliates, its employees, subcontractors, and/or agents (if any).
3. “Deliverable(s)” means any deliverable or other product or result from Services that is referred to in an SOW, and any related materials, data, documentation, and includes any Intellectual Property Rights developed by Contractor pursuant to such SOW.
4. “Delivery Date” means the date of delivery for Deliverable(s) or performance of Services as specified in an SOW.
5. “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to, patents including all issued patents and pending applications therefore and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations and continuations-in-part); trademarks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions pertaining to the foregoing.
6. “Proposal” means any acknowledgment, estimate, quote, offer to sell, invoice, or proposal of Contractor’s relating to the supply of Deliverables and/or Services to Ubicquia, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Ubicquia.
7. “Services” means any services to be provided by Contractor to Ubicquia pursuant to a SOW.
8. “SOW” means the statement of work entered between the parties, for the provision of Services by Contractor; SOW may incorporate the terms of a Proposal.
9. “Term” means the term applicable to the relevant SOW.
10. “Ubicquia” means Ubicquia, Inc., on its behalf and its affiliates.

3. Agreement. Any reference in the SOW to any Proposal is solely for the purpose of incorporating the descriptions and specifications of the Deliverables and/or Services contained in the Proposal, and only to the extent that the terms of the Proposal do not conflict with the descriptions and specifications set out in the SOW. Ubicquia’s acceptance of, or payment for, Deliverables and/or Services will not constitute Ubicquia’s acceptance of any additional or different terms in any Proposal, unless the SOW expressly indicate otherwise. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed in Section 2, a.

4. Relationship of the Parties.

1. Independent contractor. Contractor is an independent contractor and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between the parties for any purpose. Contractor shall have no authority (and shall not hold itself out as having authority) to bind Ubicquia, and Contractor shall not make any agreements or representations on the Ubicquia’s behalf without the Ubicquia’s prior written consent.
2. Taxes and employee benefits. Contractor and/or its employees are not eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Ubicquia to its employees. Ubicquia is not responsible for withholding or paying any labor and employee costs, including salaries, income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Contractor’s behalf. Contractor will carry workers’ compensation, unemployment compensation, and employer’s liability insurance in an amount sufficient to satisfy the state and/or country in which the Services are performed, and will be responsible for all obligations, taxes and reports relating therewith. Contractor is solely responsible for, and shall indemnify Ubicquia against, the payment of all income, social security, employment-related, or other taxes or contributions incurred as a result of the performance of the Services under this Agreement, and for all obligations including but not limited to penalties and interest, reports and timely notifications relating to those taxes. Any persons employed or engaged by Contractor in connection with the performance of the Deliverables must be Contractor's employees or contractors and Contractor shall be fully responsible for them and indemnify Ubicquia against any claims made by or on behalf of any such employee or contractor. Contractor shall require each such employee and contractor to execute written agreements securing for Ubicquia all rights granted to Ubicquia in this Agreement prior to such employee or contractor providing any services (including the Deliverables) under this Agreement.
3. No exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Ubicquia is free to engage others to perform services of the same or similar nature to those provided by Contractor, and Contractor shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise its services to third parties.

5. Deliverables & Services. Contractor agrees to provide certain Deliverable(s) and/or Services to Ubicquia as further described on the applicable SOW on the terms and conditions set forth in this Agreement. Contractor shall fully document each Deliverable and its functions, features and use, matching the specifications provided by Ubicquia and shall provide such documentation along with the Deliverable. Contractor will test the Deliverable to verify its conformance with Ubicquia’s specifications. Unless specified otherwise in the SOW, Contractor shall furnish at its own expense, all equipment, supplies, employees, labor, licenses, software, hardware and other materials and supplies necessary to provide the Services. To the extent Contractor perform any Services on Ubicquia's premises or using Ubicquia's equipment, it shall comply with all applicable policies of Ubicquia relating to business and office conduct, health and safety and use of the facilities, supplies, information technology, equipment, networks and other resources.

6. Inspection; Acceptance & Rejection. All Deliverables shall be subject to Ubicquia's right of inspection. Ubicquia has 15 business days of receipt of each Deliverable to inspect the Deliverable and will notify Contractor in writing (email suffices) of any failure of such Deliverable to comply with any of Ubicquia's specifications, or of any other objections, corrections, changes or amendments. Contractor will promptly perform the required modifications and resubmit the updated Deliverable (or portion thereof) for review and acceptance. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Ubicquia within 15 business days, the Deliverable shall be deemed accepted.

7. Term & Termination. This Agreement shall commence upon its execution by the parties and continue until terminated and/or the completion and acceptance of the Services and/or Deliverables by Ubicquia. Either party may terminate this Agreement effective immediately upon written notice to the other in the event the other party (i) becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or (ii) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the party does not cure such breach within 10 business days after receipt of written notice. Ubicquia may terminate this Agreement at any time for convenience by giving Contractor 30 days written notice. Nothing contained herein shall limit Ubicquia's right to suspend, modify or terminate a SOW upon immediate notice at any time and for any reasons. In the event Ubicquia terminates this Agreement or any SOW for convenience, it shall compensate Contractor for Services performed and Deliverables accepted through the date of termination. Upon any termination or expiration of this Agreement, Contractor shall promptly deliver to Ubicquia the Work (as defined in Section 9), whether complete or incomplete, and any of Ubicquia's equipment or other materials in Contractor’s possession. Termination or expiration of this Agreement shall not affect Ubicquia’s rights into the Work.

8. Fees & Expenses. As full compensation for the Services and Deliverables (if any), the Contractor shall receive a fee as set forth in the applicable SOW (“Fee”). Unless specified otherwise in an SOW, Ubicquia shall pay all undisputed Fees within 90 days from delivery and acceptance of the Deliverable or conclusion of the Service (whichever is applicable). Unless specified otherwise in the SOW, the Fee shall be in US Dollars and include all costs associated with out-of-pocket expenses, including costs and expenses associated with supply, materials, licenses, insurance, travel, transportation, lodging, meals and other applicable business costs and expenses.

9. Intellectual Property Rights. Ubicquia is and shall be the sole and exclusive owner of all rights, title, and interest in and to the Deliverables and in and to all the results and proceeds of the Services (including any materials created or developed by Contractor pursuant to this Agreement, collectively, “Works”), including all copyrights, other intellectual property rights, and exploitation rights therein, in perpetuity, throughout the universe, in any and all media whether now or hereafter known or devised, and by any and all technologies and means of delivery whether now or hereafter known or devised. In furtherance of the foregoing, Contractor agrees that the Works have been specially ordered or commissioned by Ubicquia, the Works are works made for hire for Ubicquia as defined in Section 101 of the Copyright Act of 1976 (or similar applicable laws in other jurisdictions), and Ubicquia is and shall be considered the sole and exclusive author of the Works for all purposes. To the extent the Works or any part thereof do not qualify as work made for hire, Contractor hereby irrevocably and unconditionally: (i) assigns, transfers, and otherwise conveys to Ubicquia throughout the universe, in perpetuity, in any and all media whether now or hereafter known or devised, and by any and all technologies and means of delivery whether now or hereafter known or devised, all right, title, and interest in and to such Works, including all copyrights and other intellectual property rights therein, which include all registration, renewal, and reversion rights, and the right to register and sue to enforce such copyrights against infringers, alleged infringers, and potential infringers; and (ii) waives any and all claims Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Works. If requested by Ubicquia, Contractor will execute a written assignment of such rights to Ubicquia, and any other documents necessary for Ubicquia to establish or protect, prosecute, register, perfect, record or enforce its rights hereunder. Without limiting the foregoing, Ubicquia’s rights in the Works include the right to change, edit, and rearrange the Works, and subtract from, add to, and combine the Works with any other material, in whole or in part, as Ubicquia and its successors and assigns determine in their sole discretion. Ubicquia has no obligation to use the Works, or to create, produce, distribute, exploit, advertise, or promote the Works, or to exercise any rights granted herein. Contractor has no right to review or approve the Works before they are used by Ubicquia or at any other time. Unless explicitly stated in the SOW, Contractor shall not incorporate any invention, improvement, development, or other proprietary information or any of Contractor’s pre-existing materials into the Deliverable(s). To the extent that any Deliverables contain any intellectual property of Contractor, Contractor hereby grants to Ubicquia a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify, reproduce, and distribute such intellectual property as part of the Deliverables. Contractor agrees to provide to Ubicquia all assistance reasonably requested by Ubicquia to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Ubicquia. Any acknowledgment or credit of Contractor in connection with the Work, if any, shall be determined by Ubicquia in Ubicquia’s sole discretion. The Deliverables shall be free and clear of all liens and encumbrances on receipt of payment by Contractor. Unless explicitly authorized in writing by Ubicquia, Contractor shall not incorporate any open code software into the Deliverable(s).

10. Representations & Warranties. Contractor hereby represents and warrants that it shall perform all Services and provide the Deliverables: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provider providing services under the same or similar circumstances as the Services under this Agreement; in a timely (unless stated otherwise in the SOW, time is of the essence) and workmanlike manner and in accordance with all reasonable specifications and all Ubicquia's policies, guidelines, by-laws and codes of conduct applicable to Contractor; (ii) in compliance with all applicable laws and regulations; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Ubicquia may object to any of the Contractor’s personnel engaged in the performance of Services who, in the reasonable opinion of Ubicquia, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Contractor shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Ubicquia. Contractor further represents and warrants to Ubicquia that: (a) it has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully its obligations set forth in this Agreement; (b) its participation in the provision of the Deliverables and the use by Ubicquia or any other party of the Works, and any rights granted hereunder do not and will not defame or violate any right (including copyright, trademark, trade secret, or privacy or publicity rights) of, or conflict with or violate any contract or agreement with or commitment made to, any person or entity; (c) no consent or authorization from, or any payment to, any third party is required in connection with its provision of the Deliverables hereunder; and (d) all material, including but not limited to the Work and the Deliverables, furnished by Contractor hereunder are and shall be Contractor’s wholly original work, will not be copied in whole or in part or based upon any other work, has not been and will not be exploited in any manner or medium other than by Ubicquia, and will not be in violation of or infringe any Intellectual Property Rights of any person, firm, corporation or other entity. Contractor acknowledges that Ubicquia is not a signatory to any guild, union, or other collective bargaining agreement and that this Agreement and Contractor’s services are not subject to any such agreement.

11. Indemnification & Limitation of Liability. Contractor shall indemnify, defend and hold harmless Ubicquia, its affiliates, and their respective officers, directors, employees, consultants, and agents (the “Ubicquia Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Ubicquia Indemnified Parties or any of them arising out of: (a) any claim that the Deliverables or Services infringe or violate the Intellectual Property Rights or other rights of any person; (b) any intentional, wrongful or negligent act or omission of Contractor or any of its affiliates or subcontractors; (c) Contractor’s breach of any of its obligations under this Agreement; or (d) any liens or encumbrances relating to any Deliverables. EXCEPT FOR A PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT; AND (2) MORE THAN TWICE THE AMOUNT PAID TO CONTRACTOR WITHIN 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.

12. Confidentiality. Contractor acknowledges that it will have access to information that is confidential and proprietary to the Ubicquia and/or its affiliates, including the terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel and/or operations of the Ubicquia, its affiliates and/or their suppliers and/or customers, in each case whether spoken, printed, electronic or in any other form or medium (collectively, "Confidential Information"). Any Confidential Information that Contractor develops in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this Section. Contractor agrees to treat all Confidential Information as strictly confidential, not to disclose the Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Ubicquia in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Contractor shall notify the Ubicquia immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that can be shown with competent evidence: (i) is or becomes generally available to the public other than through a breach of this Agreement by Contractor, (ii) is communicated to Contractor by a third party that had no confidentiality obligations with respect to such information, (iii) is required to be disclosed by law, including pursuant to the terms of a court order; provided that Contractor gives the Ubicquia prior notice of such disclosure and an opportunity to contest such disclosure.

13. Non-Solicitation. Both parties agree that, during and for a period of six months after the termination of this Agreement, neither party will solicit directly, or have any role in initiating, inducing, or attempting to influence any employee of the other party to terminate his/her employment with such party (or with a subsidiary or an affiliate of such party) or to work for any other person or entity. Notwithstanding the foregoing, this prohibition does not apply to any generally accepted means of advertising job opportunities to the general public, such as: (i) newspaper advertisements; (ii) job fairs; and (iii) job bulletin boards.

14. Force Majeure. Neither Ubicquia nor Contractor will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from unforeseeable acts beyond the impacted party’s reasonable control, including the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency, including pandemic or national health crisis; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

15. Data Privacy. Since some of the Services/Deliverables may involve the collection and processing of personal data as defined by applicable law (“Personal Data”) on behalf of Ubicquia by Contractor, Contractor shall:

1. submit to Ubicquia for prior approval the form or any other format that will be used to collect Personal Data;
2. comply with all applicable data protection laws in the processing of Personal Data on behalf of Ubicquia;
3. not process Personal Data on behalf of Ubicquia other than pursuant to relevant Ubicquia's written instructions;
4. ensure that access to Personal Data is strictly limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the execution of the Services, ensuring that all such individuals are subject to confidentiality undertakings, and/or professional or statutory obligations of confidentiality;
5. ensure that reasonable security measures are taken to protect Personal Data;
6. not sub-contract any portion of the processing of Personal Data;
7. notify Ubicquia without undue delay upon Contractor becoming aware of a data breach affecting Personal Data, providing Ubicquia with sufficient information related to the breach and cooperating with any investigation to allow Ubicquia to meet any legal obligation related to the breach;
8. promptly and in any event within 10 business days of the date of cessation of any Services involving the processing Personal Data, delete and procure the deletion of all copies of those Personal Data.

16. Miscellaneous.

1. Further Assurances. On Ubicquia's request, and at Ubicquia's expense, Contractor shall execute and deliver all documents and instruments of conveyance, and take all further actions, necessary to further evidence or effectuate Ubicquia's rights under this Agreement. In the event Ubicquia is unable, after reasonable effort, to obtain Contractor's signature on any such document or instrument, Contractor hereby irrevocably designates and appoints Ubicquia as Contractor's agent and attorney-in-fact, to act for and on its behalf solely to execute and file any such document or instrument and do all other lawfully permitted acts to further the registration, issuance, and protection of copyrights, other intellectual property, or other rights hereunder with the same legal force and effect as if Contractor had executed them. Contractor agrees that this power of attorney is coupled with an interest.
2. Severability. If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.
3. Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
4. Amendment. This Agreement shall not be modified, changed or amended except in writing signed by the parties hereto and specifically referring to this Agreement.
5. Assignment. Contractor may not assign or subcontract this Agreement, in whole or in part, without Ubicquia's prior written consent. Contractor’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Contractor of its obligations under this Agreement, and it will remain jointly and severally liable with the assignee or subcontractor for any obligation assigned or subcontracted. The acts of omissions of any subcontractors of Contractor will be deemed to be the acts and omissions of the Contractor. Ubicquia may assign this Agreement, in whole or in part, to any affiliate, without the consent of Contractor. This Agreement shall inure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns or successors.
6. Survival. Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.
7. Interpretation. The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, sections, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.
8. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Florida, without reference to conflicts of laws principles. Each of the parties irrevocably submits to the exclusive jurisdiction of the state and federal courts situated in Broward County, Florida for purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby and agrees not to commence any action, suit or proceeding relating hereto except in such courts.
9. Equitable Relief. Contractor hereby waives its right to injunctive and other equitable relief in the event of a dispute with Ubicquia. Contractor has no right to rescind this Agreement or enjoin or interfere with Ubicquia's production, distribution, exploitation, advertising, or promotion of the Deliverables.
10. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the applicable SOW (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
11. Final Agreement. This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
12. Counterparties. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission/signature is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Version: June 2, 2022