YOH DIGITAL AGENCY, LLC STANDARD TERMS AND CONDITIONS

We appreciate your decision to engage the services of Yoh Digital Agency, LLC (“YohDev”). The overall engagement terms have been outlined in our mutually executed Service Level Agreement. The following summarizes YohDev’s billing practices and other terms that will apply to both our current and all future engagements.

1. MONTHLY BILLING. YohDev will bill monthly absent an express agreement to the contrary, and such invoices are due within 15 days from the date of each such invoice.

2. DELINQUENCIES. In the event that a statement is not fully paid within 15 days from the date it was rendered, YohDev will have the sole and absolute discretion to determine whether our withdrawal is appropriate under the circumstances. By engaging us under these terms, you agree that YohDev is entitled to seek reasonable attorneys’ fees and costs if collection activities are deemed necessary. You also agree that non-payment of statements shall entitle YohDev to stop work and you agree not to contest any such withdrawal.

3. INQUIRIES AND BILLING FORMATS. YohDev invites you to discuss freely with us any questions that you may have concerning a fee charged for any matter. We want you to be satisfied with both the quality of our services and the reasonableness of the fees that we charge for those services. We will attempt to provide as much billing information as you may reasonably require and in such customary form that you request.

4. PREPAID BLOCK TIME. If you have prepaid for blocks of time for YohDev’s services and no work has been performed at your request for 365 days, such prepaid balance will be deemed to have been fully earned by YohDev and such balance shall be removed from YohDev’s books and records.

5. PERIODIC CHANGES IN RATES. To account for changes in the cost of delivering services and other economic factors, YohDev reserves the right to revise rates from time to time.  You will be notified if our rates change with respect to any specific engagement.

6. EXPENSES. YohDev’s invoices may include out-of-pocket expenses that we have advanced on your behalf and other charges (which may exceed direct costs) for certain support activities. We reserve the right to submit expenditures of $100.00 or more to you for direct payment to the service provider. Advanced costs may include items such as travel expenses and fees charged by governmental bodies.

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7. NATURE OF RELATIONSHIP; SUBCONTRACTORS. We will provide all services as an independent contractor. We may perform our obligations through our employees and through subcontractors. Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority to create any duty or obligation on behalf of the other party.

8. SCOPE OF YohDev’S DUTIES. YohDev will provide the services generally described in any proposal and/or engagement letter that may accompany this document. You agree to provide us in a timely fashion with all such information and materials as we require to perform the services identified in the proposal, and you will make such business or technical decisions and determinations as are appropriate. We will keep you advised of developments as necessary to perform our services and will consult with you as necessary to ensure the timely, effective and efficient completion of our work. You will assign a representative who will coordinate our services. Standard accessibility issues like work area access, space for equipment, telephone access, power, etc. will need to be provided by you.

9. AUDIO AND VIDEO RECORDINGS. YohDev may record support and consulting sessions with you from time to time by audio, video or other electronic means. By engaging services from YohDev, you expressly consent to the same. These recordings will only be used for training and information purposes to better serve your needs. These recordings will remain confidential and will be kept secure and in compliance with all local, state and federal data privacy laws.

10. SERVICE WARRANTY. We warrant that we will perform the services described in an accepted proposal in a workmanlike manner using duly qualified and experienced personnel. Your sole remedy and our sole liability and obligation for breach of the foregoing warranty shall be for us, at our election, either to re-perform the services or to refund any fees paid to us with respect thereto.

11. PRODUCT WARRANTY. If applicable, manufacturers’ equipment warranties will be transferred to you at time of delivery of such equipment.

12. TERMINATION OF ENGAGEMENT. Upon completion of an engagement, or upon the earlier termination of our relationship, subject to the terms herein and an accepted proposal, each party will return to the provider all Confidential Information (as that term is hereinafter defined) exchanged in connection with the engagement.

13. REPRESENTATION AND WARRANTY DISCLAIMERS. The express warranties and representations set forth herein are in lieu of, and YohDev hereby disclaims all other warranties, conditions and representations (express or implied, oral or written) with respect to YohDev’s services, including all warranties or conditions of title, non-infringement, merchantability, or fitness or suitability for any purpose whether or not we are aware of any such purpose, whether alleged to arise by law, by reason of custom or usage in the trade, by course of dealing or otherwise.

14. OTHER DISCLAIMERS. As between the parties, you will be responsible for, and YohDev makes no representation or warranty with respect to, determining whether our services will achieve the results you desire, ensuring the accuracy of any of your data, and selecting, procuring, installing, operating, and maintaining an infrastructure. YohDev will not be liable for, and shall have no obligations with respect to, any aspect of the services and products we provide that may be modified by any person other than us or the use of the services and products other than in accordance with the documentation we provide.

15. JURY TRIAL WAIVER. Each party specifically waives any right to trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross-claim against the other arising out of or in any way related to an engagement.

16. CONFIDENTIALITY. The parties recognize that each may, from time to time, in connection with the performance of an engagement, disclose or otherwise make available confidential information to the other party. “Confidential Information” means any and all information provided under an engagement by one party to the other party that, by its nature, the recipient could reasonably assume is confidential or proprietary information. The recipient agrees not to disclose, distribute, reproduce, or use the discloser’s Confidential Information other than in the course of its duties under this Agreement. The recipient agrees to protect the discloser’s Confidential Information by use of at least the same degree of care (but no less than a reasonable degree of care) it uses to protect its own confidential information of similar character. Neither party may disclose the other party’s Confidential Information to any individual, group or entity except to those individuals who have a “need to know,” and provided that each such individual or party is under substantially similar binding obligations of confidentiality. The parties agree that any breach of their respective obligations to protect the Confidential Information of the other party may cause such other party irreparable harm, the extent of which would be difficult to ascertain; therefore, such party shall be entitled to seek equitable relief, including but not limited to, injunctive relief, in addition to all other rights and remedies to which such party may be legally entitled. The provisions contained under this section shall survive any termination or expiration of an engagement.

17. INDEMNIFICATION. At your sole expense, you shall defend, indemnify, and hold YohDev, our members, managers, directors, officers, agents and employees harmless from and against any losses resulting from all claims that allege (i) personal injury or other damage, directly or indirectly, caused by you or any of your stockholders’, members’, partners’, officers’, directors’ negligence, willful, intentional misconduct or otherwise; or (ii) the breach of the obligations specified herein regarding Confidential Information.

18. CHANGE ORDERS. All change orders must be in writing and signed by duly-authorized representatives of each party in order to be effective. At a minimum, each change order must include a description of the change, the rationale for the change, and the identification of any change in charges, schedules, tasks, milestones, deliverables, or other terms.

19. PROJECT PROPOSALS.  Our engineering team invests a lot of time to create proposals that meet specific customer needs. We don’t charge for this time and understand that not all project proposals are accepted by the customer. However, if a customer does not accept our proposal and uses it as a basis to negotiate with another service provider or vender, we reserve the right to charge the customer for the engineering time to create the proposal.

20. PERIOD OF PERFORMANCE. Unless otherwise agreed, an engagement will commence on the date that a Service Level Agreement from YohDev is accepted by you and will continue indefinitely in accordance with the proposal and these Terms and Conditions, unless terminated or suspended earlier as provided herein.

21. NO HIRE. While services are being performed and for a period of one (1) year following termination, neither party shall (i) offer employment to any employee of the other party; (ii) attempt to directly or indirectly induce any employee of the other party to terminate his or her employment; or (iii) offer employment to a former employee of the other party for the one (1) year period immediately following the former employee’s termination, without the prior written consent of the other party.

22. CONFLICTING TERMS. If there is a conflict between these Terms and Conditions and a Service Level Agreement or other agreement between the parties, the terms of such Service Level Agreement shall control.

23. ELECTRONIC STORAGE OF DOCUMENTS. The original of an engagement letter, an accepted proposal and all related documents, including signature pages, may be scanned and stored in a computer database or similar device, and any printout or other output readable by sight, the reproduction of which is shown to accurately reproduce the original of this document, may be used for any purpose just as if it were the original, including proof of the content of the original writing.

24. FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of such party and not due to such party’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures.

25. GOVERNING LAW. The engagement between YohDev and you and these Terms and Conditions shall be construed and enforced in accordance with the laws of North Carolina, and venue for any dispute resolution shall be in the federal or state courts serving Forsyth County, North Carolina. Both parties agree to avail themselves to the jurisdiction of such courts and to not protest or appeal the same. 

26. UPDATES TO THE TERMS AND CONDITIONS. We may update these Terms and Conditions from time to time in our sole and absolute discretion. The date provided at the bottom of these Terms and Conditions is the latest revision date. We will provide notice of any changes or updates via email, and the revised Terms and Conditions will become effective from the date noted in such notice. Your continued engagement in services following our transmittal of such notice of change to the last known address we have on file for you will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions. The most current version of these Terms and Conditions, may be found at any given time at http://yohdev.com//terms-and-conditions.