CyberRidge,
LLC - Services Agreement
This
Services Agreement (“Agreement”) between CyberRidge, LLC, a Delaware limited liability company with its principal
place of business at 0000 X. Xxxxxx Xx., Xxxxx 000, Xxxxxx, XX 00000 (“CyberRidge”) and Investment Evolution Corporation
dba Mr. Amazing Loans with its principal place of business at 0000 X. Xxxxxxxxx, Xxxxx X00, Xxx Xxxxx, XX 00000 (“Customer”),
is made and entered into as of the 1st day of March 28, 2012 (the “Effective Date”). For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Services.
1.1 Delivery
of Services. Subject to the terms of this Agreement, Customer shall procure and agrees to pay for the Services, as defined
below, and CyberRidge agrees to provide to Customer the Services, in accordance with the terms of this Agreement.
1.2 Services;
Order Form. The “Services” shall mean the service providing access to loan processing software (the “LPS
Service”) specified in the Order Form attached hereto as Exhibit A, together with any additional services specified
in any Order Forms, as defined below. Specific details of the Services shall be set forth in Exhibit A, and any additional
Services or any changes thereto approved by both parties from time to time may be specified in any future order form setting forth
details of the Services which is prepared by CyberRidge and executed by both CyberRidge and Customer (each, and including Exhibit
A, “Order Form”). Each Order Form is hereby incorporated by reference into this Agreement.
2. Term
and Termination.
2.1 Term
Commencement. The term for this Agreement will commence on the Effective Date and shall continue for the Initial Term, as
defined in the Order Form, unless earlier terminated as provided in this Agreement.
2.2 Renewal
Term(s). The term of this Agreement shall be extended automatically for successive periods as specified in the Order Form
(each, a “Renewal Term”) unless either party notifies the other, at least sixty (60) days prior to the end of the
Initial Term or applicable Renewal Term, that it has elected to terminate this Agreement, in which case this Agreement shall terminate
at the end of such Initial Term or applicable Renewal Term.
2.3 User
Count. The minimum number of users for the contract period shall be the initial number of users designated in Exhibit A –
Order Form. Customer may add additional users at their discretion during the term of the contract; however the minimum number
of contracted seats may not be less than the initial number of seats contracted for. The number of contracted users shall be revised
at each contract annual renewal date, and shall automatically be adjusted to the then current number of users for the following
annual term. Customer may adjust the number of contracted users below the initial number of users with written notice, 30 days
prior to the renewal date, to be effective on the first business day for the next contract year.
3. Fees
and Payment Terms.
3.1 Fees
and Expenses. Customer shall pay CyberRidge the fees and charges for the Services as set forth in the Order Form or as otherwise
specified in this Agreement.
3.2 Prices.
The prices listed in the Order Form will remain in effect during the Initial Term and will continue thereafter during any Renewal
Terms. Notwithstanding the foregoing, CyberRidge may change or increase the prices it charges Customer for any Services for any
Renewal Term, by providing notice to Customer (the “Increase Notice”). If CyberRidge gives an Increase Notice and
the price increase specified therein is unacceptable to Customer, then Customer shall have the right to terminate this Agreement
by notice to CyberRidge given no later than thirty (30) days after the date of the Increase Notice. If Customer fails to timely
give notice of termination as provided above, Customer will be bound by the price increase specified in the Increase Notice.
3.3 Payment
Terms. Prior to the Effective Date of this Agreement, Customer will be billed and shall pay an amount equal to (i) all non-recurring
charges indicated on the Order Form; and (ii) the monthly recurring charges for any partial month on a prorated basis and for
the first full month of the Initial Term (collectively, the “Initial Payment”). Monthly recurring charges and any
other fees for all other months will be billed in advance of the provision of the Services and shall be due on the first calendar
day of the month for which the Services will be rendered. The Initial Payment shall be due on the Effective Date of this Agreement.
All payments will be made in U.S. dollars.
3.4 Late
Payments. Any payment, or portion thereof, not received by its due date shall accrue interest at a rate of one and one-half
percent (11/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer
is delinquent in its payments. CyberRidge may, upon written notice to Customer, modify the payment terms to require other assurances
to secure Customer’s payment obligations hereunder, including by way of example, deposits or additional fees.
3.5 Suspension
of Services. Customer acknowledges and agrees that in addition to any interest that shall accrue on past due payments as provided
above, in the event CyberRidge does not receive each payment by its due date, in addition to all other remedies available to CyberRidge
in this Agreement and otherwise, CyberRidge shall have the right, exercisable in its sole discretion, to suspend the Services
until such time that the outstanding balance is paid in full.
4. Confidential
Information.
4.1 Confidential
Information. Each party may have access to certain non-public information of the other party, including without limitation
information regarding the other party’s business, plans, customers, proprietary technology or know-how, products and services,
technical data, developments, inventions, processes, designs, drawings, engineering, software (including, without limitation,
the appearance, functionality, code, and other attributes thereof), hardware configurations, marketing, finances, the pricing
and terms of this Agreement, any information marked or designated as confidential at the time of disclosure, and any information
that, under the circumstances of is disclosure, should be considered confidential (the “Confidential Information”).
Neither party will use in any way, for its own account or the account of any third party, except as expressly permitted by this
Agreement, nor disclose to any third party (except as required by law or as reasonably necessary to the receiving party’s
attorneys, accountants and other advisors who are obligated to maintain the confidentiality of such information), any of the other
party’s Confidential Information. The disclosing party retains all right, title and interest in and to all Confidential
Information it discloses under this Agreement. Each party shall protect the other party’s Confidential Information by using
at least the same degree of care used for its own similar Confidential Information, but no less than reasonable care. Each party’s
obligation under this Section will survive for a period of two years following the expiration or termination of this Agreement.
The receiving party shall return all originals and copies of Confidential Information at the disclosing party’s request,
or at the disclosing party’s request shall certify destruction of the same. This Section shall apply to any Confidential
Information provided prior to the Effective Date.
4.2 Exceptions.
Confidential Information shall not include information that (a) is in or enters the public domain without breach of this Agreement
and through no fault of the receiving party; (b) the receiving party can demonstrate was developed by it independently and without
use of the disclosing party’s Confidential Information; or (c) the receiving party receives from a third party without restriction
on disclosure and without breach of a nondisclosure obligation. If a party is required to disclose Confidential Information by
law, court order, or government agency, such disclosure shall not be deemed a breach of this Agreement, provided that the disclosing
party, if practical, shall give reasonable prior notice to the other party.
CyberRidge,
LLC - Services Agreement
4.3
Remedy. The parties acknowledge that money damages would not be sufficient remedy for any unauthorized copying, transfer,
or use of any Confidential Information of the other party and that the other party shall be entitled to seek equitable relief
as a remedy therefor. Equitable remedies shall not be deemed to be exclusive remedies for a breach, but shall be in addition to
all other remedies available at law or in equity.
5. Intellectual
Property.
5.1 Definitions.
A party’s “Technology” means its proprietary technology, including, without limitation, its services, software
tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries,
objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual
property rights throughout the world (whether owned by such party or licensed to it from a third party) and also including any
derivatives, improvements, enhancements or extensions of the same conceived, reduced to practice, or developed before, during
and after the term of this Agreement by such party. “Licensed Materials” shall mean the software that CyberRidge uses
to provide the Services, and any documentation, training materials, and other materials related to such software that CyberRidge
makes available for use by Customer, and any updates and new versions of such materials that CyberRidge makes available for use
by Customer. CyberRidge’s Technology includes, without limitation, the Licensed Materials.
5.2 Ownership.
(a) CyberRidge.
Except for the rights expressly granted herein, this Agreement does not transfer from CyberRidge to Customer any of CyberRidge’s
Technology and/or any innovations made or conceived by CyberRidge or any other intellectual property of CyberRidge and all right,
title and interest in and to CyberRidge’s Technology and innovations and other intellectual property (including, without
limitation, the Licensed Materials, as defined below, and any updates and other modifications thereto) will remain solely with
CyberRidge.
(b) Customer.
Except for the rights expressly granted herein, this Agreement does not transfer from Customer to CyberRidge any of Customer’s
Technology or any other intellectual property of Customer and all right, title and interest in and to Customer’s Technology
and other intellectual property will remain solely with Customer. In addition, all data of Customer shall remain the sole property
of Customer.
5.3 License.
During the term of this Agreement, Customer shall have, for its internal use, a non-exclusive, non-transferable license to use
the Licensed Materials, solely for the purpose of and solely to the extent necessary in order to access and use the Services as
provided in this Agreement.
5.4 Restrictions
on Use.
(a) Customer
shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise adapt or modify or attempt to derive
source code or other trade secrets from the Licensed Materials or any other of CyberRidge’s Technology. Customer shall not
make any copy of the Licensed Materials without CyberRidge’s prior written consent. The Licensed Materials are CyberRidge
Confidential Information hereunder.
(b) Customer
shall not use the Licensed Materials or the Services in violation of the restrictions set forth in this Agreement or in the Order
Form.
(c) Customer
shall use the Services and the Licensed Materials only for its own business. Customer shall not resell or otherwise transfer the
Services or the Licensed Materials to any third party or permit to be processed the data of any third party.
(d) Customer
shall ensure that at no time will the number of concurrent users of the LPS Service exceed (i) the maximum permitted number of
concurrent users specified in the Order Form, or (ii) the number of concurrent users for which Customer has paid the user fees
hereunder.
6. CyberRidge
Representations and Warranties.
6.1 General.
CyberRidge represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder,
(ii) the performance of its obligations and delivery of the Services to Customer will not violate any applicable laws or regulations,
or cause a breach of any agreements with any third parties.
6.2 SLAs.
The Service Level Agreements (“SLAs”) set forth in Exhibit B constitute CyberRidge’s sole and exclusive
warranty for, and the compensation set forth in the SLAs constitute Customer’s sole and exclusive remedy with respect to,
CyberRidge’s provision of or failure to provide Services to Customer. Failure of the Services to meet any performance standards
set forth in the SLAs shall trigger the compensation obligations set forth therein but shall not be a default or a breach of warranty
by CyberRidge hereunder. Cyber Ridge may amend the SLAs periodically without notice to Customer, provided that the amendment does
not materially and adversely impact the Services.
6.3 Disclaimer.
EXCEPT FOR ANY EXPRESS WARRANTIES STATED IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S
USE OF THE SERVICES IS AT ITS OWN RISK. CYBERIDGE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, IMPLIED AND/OR
STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING. CYBERIDGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
6.4 Disclaimer
of Actions under Third Party Control. CyberRidge does not and cannot control the flow of data to or from CyberRidge’s
network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or
controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections
to the Internet (or portions thereof). CyberRidge and disclaims any and all liability resulting from or related to such events.
7. Customer
Representations and Warranties. Customer represents and warrants that (i) it has the legal right to enter into this Agreement
and perform its obligations hereunder, including without limitation, maintaining and complying with all license agreements it
enters into for use of the Services and the data it incorporates therein; and (ii) the performance of its obligations and use
of the Services will not violate any applicable laws or regulations, or cause a breach of any agreements with any third parties.
8. Customer
Obligations. Customer shall; (i) provide all equipment, including, without limitation, computer and modem equipment, necessary
to establish a connection to the Internet and access the Services; (ii) provide for Customer’s own access to the Internet
and pay any fees associated with such access; (iii) use the Services only for lawful purposes and in accordance with this Agreement;
(iv) ensure that its use of the Services and its data comply with all applicable laws and regulations; (v) reasonably, timely
and in good faith cooperate with CyberRidge and its designees to facilitate CyberRidge’s performance of the Services and
provide CyberRidge with reasonable access to any necessary information to provide the Services, (vi) maintain any necessary licenses
associated with any of Customer’s equipment and software, and (vii) maintain reasonable security with respect to access
to the LPS Service. In the event of a breach by Customer of this Section, then without limiting CyberRidge’s other remedies
for such breach, CyberRidge shall have the right to suspend the Services until such time Customer cures the applicable breach.
CyberRidge,
LLC - Services Agreement
9. Limitations
of Liability.
9.1 Consequential
Damages Waiver. EXCEPT FOR A BREACH OF SECTION 4 (“CONFIDENTIAL INFORMATION”) OR 10 (“INDEMNIFICATION”)
OF THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY TYPE OF SPECIAL. INCIDENTAL,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. INCLUDING, BUT NOT LIMITED TO, LOST REVENUE LOST PROFITS, LOSS OF TECHNOLOGY, LOSS
OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING
UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
9.2 Limitation
of Liability. Notwithstanding anything to the contrary in this Agreement. CyberRidge’s absolute maximum aggregate liability
related to or in connection with this Agreement will not exceed an amount equal to the total amount paid by Customer to CyberRidge
under this Agreement for the prior twelve months.
10. Indemnification.
10.1 Indemnification
by CyberRidge. CyberRidge will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities,
losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively. “Losses”) resulting
from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against Customer alleging:
(i) any claim which if true, would constitute a breach of the warranties set forth in Section 6; or (ii) the infringement of a
copyright, U.S. patent or trademark, or misappropriation of a trade secret relating to the delivery of the Services (but excluding
any infringement or misappropriation contributorily caused by Customer or based on the combined use of the Services with any third
party services or software). If the foregoing obligation is triggered, then CyberRidge will, at its election, either defend Customer
against the same as provided above or modify or replace the Services to avoid such breach or infringement.
10.2 Indemnification
by Customer. Customer will indemnify, defend and hold CyberRidge harmless from and against any Losses resulting from any Action
brought by any third party against CyberRidge alleging: (i) personal injury or property damage caused by the negligence or willful
misconduct of Customer; (ii) any claim which if true, would constitute a breach of the warranties set forth in Section 7; or (iii)
the infringement of a copyright. U.S. patent trademark or misappropriation of a trade secret relating to Customer’s use
of the Services in an unauthorized manner and/or the information, directions or specifications provided by Customer to CyberRidge.
10.3 Notice.
Each party’s indemnification obligations hereunder shall be subject to: (i) the indemnifying party receiving prompt written
notice from the indemnified party of the existence of any Action; (ii) the indemnifying party being able to, at its sole option,
control the defense of such Action; (iii) the indemnifying party receiving full cooperation of the indemnified party in the defense
thereof, at the indemnifying party’s expense; and (iv) the indemnified party not entering into any settlement or compromise
of any such Action without the indemnifying party’s express written permission.
11. Default
and Remedies.
11.1
Defaults by Customer. The occurrence of any of the following will be a “Default” by Customer: (a) Customer
fails to pay, when due. any fees or charges or other amounts owing to CyberRidge under this Agreement, provided that the first
such nonpayment in any twelve month period shall not be a Default unless Customer fails to pay such amount within five business
days after notice from CyberRidge of such nonpayment; (b) Customer fails to comply with any material obligation under this Agreement
(other than payment obligations) within thirty days after notice from CyberRidge of such failure; (c) the material breach of any
representation or warranty made by Customer in this Agreement, except to the extent such breach is susceptible to cure, in which
case there shall be no Default unless such breach is not cured by Customer within thirty days after receiving notice from CyberRidge
of such breach; or (d) Customer’s insolvency or liquidation as a result of which Customer ceases to do business.
11.2
Default by CyberRidge. The occurrence of any of the following will be a “Default” by CyberRidge: (a) CyberRidge
fails to comply with any material obligation under this Agreement within thirty days after notice from Customer of such failure;
(b) the material breach of any representation or warranty made by CyberRidge in this Agreement, except to the extent such breach
is susceptible to cure, in which case there shall be no Default unless such breach is not cured by CyberRidge within thirty days
after receiving notice from Customer of such breach; or (c) CyberRidge’ insolvency or liquidation as a result of which CyberRidge
ceases to do business.
11.3
Remedies for Default. If a party commits a Default, the non-defaulting party will be entitled, at its election, to exercise
any one or more of the following remedies concurrently or in succession: (a) to exercise any remedy for such Default set forth
elsewhere in this Agreement; (b) to pursue any remedy available at law or in equity, or (c) to terminate this Agreement. In addition
to and without waiving any other remedies for Default available to CyberRidge under this Agreement, after the occurrence of a
Default by Customer, CyberRidge, without further notice or demand, may exercise any one or more of the following remedies concurrently
or in succession: (i) suspend or discontinue any or all of the Services or performance under this Agreement; (ii) from time to
time recover accrued and unpaid fees and charges due under this Agreement, regardless of whether this Agreement or any Services
have been terminated, together with applicable late charges and interest; and (iii) recover all reasonable attorneys’ fees
and other expenses incurred by CyberRidge in connection with enforcing this Agreement, exercising its remedies for Customer’s
breach, and collecting amounts owed.
12.
Miscellaneous Provisions.
12.1 Force
Majeure. Except with respect to any obligation to pay money, neither party will be liable for any failure or delay in its
performance under this Agreement due to any cause beyond its reasonable control (a “Force Majeure Event”), including,
without limitation, acts of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act, or failure of the Internet (not resulting from the actions or inactions of such party). The obligations and
rights of the party so excused will be extended by one day for each day of the underlying cause of the delay.
12.2 Marketing.
Customer agrees that during the term of this Agreement CyberRidge may publicly refer to Customer, orally and in writing, as a
customer of CyberRidge and may use Customer’s name and/or logo in connection with any such reference. Any other reference
to Customer by CyberRidge requires Customer’s consent.
12.3 Non-Solicitation.
During The term of this Agreement and for a period of one (1) year after its expiration or termination. Customer will not directly
or indirectly solicit or attempt to solicit for employment or offer employment to any employee of CyberRidge or its affiliates
or any independent contractor used by CyberRidge in connection with providing Services to Customer.
12.4 Survival.
The respective rights and obligations of CyberRidge and Customer which by their nature would continue beyond the termination or
expiration of this Agreement shall survive the termination or expiration of this Agreement, including, without limitation. The
rights and obligations regarding payment, ownership, confidentiality, limitation of liability, remedies, and indemnification.
12.5 Governing
Law; Jurisdiction and Forum. This Agreement will be governed by and construed in accordance with the laws of the State
of Colorado, without regard to conflict or choice of law principles. CyberRidge and Customer hereby consent and submit to the
personal jurisdiction of the state and federal courts in the State of Colorado for any actions arising from this Agreement, and
agree that any such action must be brought exclusively in such courts, and waive any objection to the foregoing.
12.6 Severability;
Waiver. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the
remaining provisions of this Agreement will remain in full force and effect. The waiver of any right, breach or default of this
Agreement will not constitute a waiver of any subsequent right, breach or default, and will not act to amend or negate the rights
of the waiving party.
CyberRidge,
LLC - Services Agreement
12.7 Assignment.
Customer may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially
all of its assets, but may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part
without the prior written consent of CyberRidge, which shall not be unreasonably withheld. Any attempted assignment or delegation
without such consent will be void. CyberRidge may assign this Agreement in whole or in part or delegate any of its duties under
this Agreement. Except as restricted above, this Agreement will bind and inure to the benefit of the parties hereto and their
successors and permitted assigns. This Agreement is for the sole and exclusive benefit of the parties, and nothing in this Agreement
shall be construed to give any rights to any third parties.
12.8 Notice.
Any notice or communication required or permitted to be given hereunder will be in writing, signed by the party giving the same,
and will be deemed properly given and received (a) upon confirmation of delivery by hand, (b) on the next business day after deposit
for pre-paid overnight delivery with an overnight courier service, or (c) three business days after mailing by registered or certified
mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as stated in the preamble
of this Agreement or at such other address as may hereafter be furnished in writing by either party to the other party.
12.9 Relationship
of Parties. CyberRidge is and at all times shall be an independent contractor in all matters relating to this Agreement. This
Agreement does not establish any relationship of employment, agency, joint venture, or partnership between the parties, and neither
party can bind the other by any contract or representations or permit its personnel to act as employees of the other.
12.10 Entire
Agreement; Modification. This Agreement, including all Exhibits attached hereto, constitutes the complete and exclusive agreement
between the parties with respect to The subject matter hereof, and supersedes and replaces any and all prior or contemporaneous
discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different
terms in any purchase order or other response by a party shall be deemed objected to by the other party without need of further
notice of objection, and shall be of no effect or in any way binding upon the other party. No modification of this Agreement will
be binding upon the parties hereto unless in writing and executed by authorized representatives of CyberRidge and Customer.
12.11 Counterparts;
Originals. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument. Once signed, any reproduction of this Agreement made by reliable
means (e.g., photocopy, facsimile) shall be considered an original.
12.12 Interpretation;
Attachments. Headings and captions are for convenience only and are of no meaning in the interpretation or effect of this
Agreement. Words in the singular include the plural and words in the plural include the singular, according to the requirements
of the context. Words importing a gender or no gender include all genders. All Exhibits attached to this Agreement are incorporated
herein in their entirety and made a part hereof as if fully set forth herein.
Authorized
representatives of Customer and CyberRidge have read the foregoing and agree to and accept such terms effective as of the date
first above written.
| CUSTOMER:
Investment Evolution Corporation dba Mr. Amazing Loans |
|
CYBERRIDGE,
LLC |
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| Signature: |
/s/
Xxxx Xxxxxxxxx |
|
Signature: |
/s/
Xxx Xxxxxxx |
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| Print
Name: |
Xxxx
Xxxxxxxxx |
|
Print
Name: |
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| Title: |
CEO |
|
Title: |
V.P.
Sales |
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| Date: |
04-11-2012 |
|
Date: |
March
28, 2012 |
CyberRidge,
LLC - Services Agreement
Exhibit
A
ORDER
FORM
This
Order Form is incorporated into and constitutes part of the Services Agreement (the “Agreement”) between CyberRidge,
LLC, a Delaware limited liability company (“CyberRidge”) Investment Evolution Corporation. (“Customer”).
1.
CERTAIN DEFINITIONS.
The
“Initial Term” shall mean the time period commencing on the Effective Date and expiring 12 months thereafter.
Each
Renewal Term shall be a period of 12 months.
2.
SERVICES. Subject to the terms of the Agreement, CyberRidge shall provide the following Services:
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a. |
LPS
Service. Customer shall have the right, on a non-exclusive and non-transferable basis, to access and use certain loan
processing software on CyberRidge’s servers, which Customer may access via the Internet using Customer’s own equipment
and Internet service, in accordance with the terms of the Agreement and the following specifications: |
Maximum
Number of Concurrent Full Users: 6
Monthly
Fee of $300.00 per Full User, to include the following:
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● |
All
Security Updates and Security Patches |
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● |
Maintenance
and updates to Operating software |
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● |
Database
software and all updates |
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● |
Secure
data center for database storage |
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All
backups, including offsite backup storage |
Maximum
Number of Concurrent Read Only Users:
Monthly
Fee of $50.00 per Read Only User - access to include viewing data and running reports.
NOTE:
All monthly fees are payable in advance on the 1st of each month.
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b. |
Support
Service. CyberRidge will maintain the LPS Service during the Term to provide, at a minimum, substantially the same functionality
as provided by the LPS Service on the Effective Date. |
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c. |
Migration
Service. If specified below, CyberRidge will provide to Customer the following migration services: Not applicable. |
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a. |
Set-up
Fee – $900.00 one time Set-up Fee to include the following: |
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● |
Server
hardware |
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● |
Establishment
of database |
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● |
3
Hours of Training |
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b. |
Technical
Support – Tech support is billable at $75.00 an hour. |
Regardless
of whether Customer has commenced using the services, Customer will be responsible for payment for the Services commencing on
the Effective Date of the Agreement.
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c. |
Storage
for Customer Database - The LPS Service includes 1 gigabyte of storage for Customer’s database, which amount of
storage is included in the price for the LPS Service set forth below. Any time Customer’s storage reaches 95% of such
initial storage capacity or any subsequent storage capacity allocated to Customer hereunder, an additional 500 megabytes of
storage will be allocated to Customer and Customer will be obligated to pay an additional charge of $35 per month for each
such 500 megabytes increase. |
An
authorized representative of the Customer has read this order form and accepts the terms by signing below.
| CUSTOMER SIGNATURE: |
/s/ Xxxx Xxxxxxxxx | |
DATE: |
04-11-2012 |
CyberRidge,
LLC - Services Agreement
| SERVICE |
|
RECURRING
FEES |
|
NON-RECURRING
FEES |
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| LPS
Service |
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$300.00
per month per full user |
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$50.00
per month per read only user |
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| Set-up
Service – one time - includes 3 hours of training |
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$900.00 |
| Tech
Support – $75.00 an hour |
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| Additional
Modules – available at $100 each per month |
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| Training
– on-line |
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$135.00
per hour |
| Training
– at Nortridge |
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$500
for two days |
| Training
– at Customer |
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$1,500.00
per day plus expenses |
CyberRidge,
LLC - Services Agreement
Exhibit
B
SLAs
LPS
SERVICE.
Availability
SLA.
Performance
Criteria: The LPS Service will be available to Customer (i.e., available and responding to basic commands) during ninety-nine
and five-tenths percent (99.5%) of the minutes in any monthly billing period without LPS Service Unavailability. “LPS Service
Unavailability” consists of the number of minutes that the LPS Service is not available to Customer in any monthly billing
period, but will not include unavailability resulting from (a) Customer’s applications, equipment, Internet connections
or facilities, (b) acts or omissions of Customer, or any use or user of the LPS Service authorized by Customer, (c) acts of unauthorized
third parties; (d) Internet latency, failures or outages; (e) third party acts or omissions over which CyberRidge has no control;
(f) disruptions or outages at the location of CyberRidge’s equipment lasting fifteen (15) minutes or less: provided, however,
such disruptions or outages do not occur more than once per month; (g) any Force Majeure Event as defined in the Agreement; (h)
Customer’s failure to comply with any of its obligations under the Agreement; or (i) scheduled maintenance for which Customer
is provided prior notice.
Notification
and Reporting: Customer must notify CyberRidge of any unavailability within 48 hours after the commencement of such unavailability,
and any LPS Service Unavailability shall be verified by CyberRidge.
Compensation:
If CyberRidge fails to meet the Performance Criteria described above for this LPS Service Availability SLA. CyberRidge will
issue a credit to Customer on the next monthly invoice in the amount specified below, depending on the percentage of time the
LPS Service is unavailable to Customer because of verified LPS Service Unavailability. All service credits are based on the monthly
recurring fee for the basic LPS Service. Only one credit shall be issued under this LPS Service Availability SLA in any month.
In no event shall the total amount of SLA credits earned by Customer in any month exceed the monthly recurring fee for the LPS
Service in such month.
LPS
Service
Unavailability |
|
LPS
Service Credit |
| .5% - 2.0% |
|
10% of monthly recurring
fee for that month |
| 2.0% - 3.0% |
|
20% of monthly recurring
fee for that month |
| 3.0% - 4.0% |
|
40% of monthly recurring
fee for that month |
| 4.0% - 5.0% |
|
60% of monthly recurring
fee for that month |
| 5.0% - 6.0% |
|
80% of monthly recurring
fee for that month |
| More than 6.0% |
|
100% of monthly recurring
fee for that month |
Consulting
Services Letter of Engagement (XXX)
Customer:
Investment Evolution Corporation dba Mr. Amazing Loans
SERVICES
PROVIDED/STATEMENT OF WORK:
Nortridge
Software LLC (hereafter referred to as Nortridge) provides client consulting services related to the Nortridge Loan System (hereafter
referred to as NLS). Said services may include project management, custom software development, process management, computer and
network support, troubleshooting, training, planning, technical advice, installation of new hardware/software, upgrades to existing
hardware/software and other tasks as required or requested by Client.
FEES:
ON-SITE
On-site
fees will be billed at a rate as specified below.
There
is a 4-hour minimum for on-site consulting services at local client sites and a 2-day minimum for on-site services at non-local
client sites. Local client sites are defined as those within the Southern California area. In addition to regular consulting fees,
all reasonable travel expenses to arrive and stay on-site will be billed to client. Client will also be responsible for additional
travel expenses due to weather and /or other unforeseen occurrences that result in additional travel expenses. All non-local client
site visits require a minimum one-night stay irrespective of hours spent on-site.
FEES:
OFF-SITE
Off-site
CONSULTING fees will be billed at 15-minute increments at a rate as specified below. Off-site SUPPORT fees will
be billed in 6-minute increments at a rate as specified below. No minimum number of hours applies for off-site consulting or support
services. A detailed breakdown of all billable off-site work can be provided at customer request.
INVOICED
BALANCES:
Payment
for the total amount of consulting services will be due upon presentation of an invoice for said services from Nortridge to client.
A monthly service charge of the lesser of 1 1/2% of the unpaid balance or the maximum permitted by law may be added to all accounts
not paid within 30-days of the invoice date. Any purchases of peripheral hardware or software will be made directly by Client
or by Nortridge with the prior approval of Client. Payments for hardware and/or software purchases made by Nortridge on Client’s
behalf are due upon placement of the order.
ESTIMATED
HOURS:
Nortridge,
where requested by client, will make best-effort estimates of the time required to perform specific consulting services. These
estimates are based upon previous, similar experiences. Since no two consulting engagements are exactly alike, it is not possible
to precisely determine the time required for completing consulting services. This is particularly true in the case of trouble-shooting
since the nature of that task includes eliminating an unknown number of potential problem causes until the cause unique to each
situation is identified and corrected. Nortridge will discuss progress with Client throughout the performance of our services
so that the Client can direct Nortridge’s further activities. This XXX covers both on-site and off-site consulting services,
and is not a fixed price contract.
CLIENT
RESPONSIBILITIES:
Hardware
and software warranties, guarantees, and manufacturer service will be between Client and the manufacturer(s) and not Nortridge.
Client is responsible for Client’s final purchase of all peripheral software and or hardware. Nortridge is not responsible
for defects or incompatibilities in either hardware or software. Nortridge can assist Client in determining compatibility and
in resolving errors or problems, as part of our consulting engagement. Client is responsible for data backup and scanning drives/diskettes
periodically for viruses. Nortridge can assist in restoring Client’s files in case of failure as part of this consulting
engagement. Client is responsible to comply with state and federal laws governing the use and distribution of peripheral software.
Client also agrees to hold Nortridge harmless for, from, and against all claims, losses, judgments, or other actions in connection
with these laws.
WARRANTY
AND DISCLAIMER:
Nortridge
warrants that the work under this XXX will be performed in a professional manner in accordance with then-current industry standards.
Nortridge disclaims all implied warranties and representations as to product or services, including but not limited to any implied
warranty of merchantability or fitness for a particular purpose. Client agrees to hold Nortridge harmless from all lawsuits arising
from any specifications supplied by Client.
GENERAL
PROVISIONS:
1
- It is understood and agreed that each party shall refrain from directly or indirectly soliciting or inducing any employee of
the other to leave employment or cease rendering services for any reason during the course of performance or for six months after
completion thereof, except where the offering party has obtained prior express written permission from the other.
2
- This XXX expires 12 months from the date of initial service provided under this XXX, regardless of hours remaining.
3
- This XXX supersedes any prior written or oral agreements between the parties and may be modified or amended in writing if both
parties sign such modification or amendment. Client may request separate Statement of Work (SOW) for more involved projects; the
provisions of this XXX apply except where otherwise defined in an SOW.
4
- This XXX shall be governed by and construed in accordance with the laws of the State of California.
| Fee
Schedule: Xxxx Xxxxxxx, President & Director of Development |
| On-Site |
$2,400.00
per day |
| Off-Site |
$250.00
per hour |
| |
|
| Fee
Schedule: Consulting Project Management / Technical Lead |
| On-Site |
$1,800.00
per day |
| Off-Site |
$180.00
per hour |
| |
|
| Fee
Schedule: Training / Custom Development / Software Support |
| On-Site |
$1,500.00
per day |
| Off-Site |
$135.00
per hour |
| Client
Support |
$75.00
per hour |
| Nortridge
Software LLC |
|
Company: |
Investment
Evolution Corp. |
| |
|
|
|
|
| Signature: |
/s/
Xxxxx Xxxxxx |
|
Signature: |
/s/
Xxxx Xxxxxxxxx |
| |
|
|
|
|
| Print: |
Xxxxx
Xxxxxx |
|
Print: |
Xxxx
Xxxxxxxxx |
| |
|
|
|
|
| Title: |
Controller |
|
Title: |
CEO |
| |
|
|
|
|
| Date: |
|
|
Date: |
04-10-2012 |
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copy for your own file
