Falconer Inc. General Terms of Service

CURRENCY

Except as otherwise provided in any relevant agreement, all monetary amounts referred to in any relevant agreement are in USD (US Dollars).

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

Falconer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Falconer has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of any relevant agreement.

All written and oral information and material disclosed or provided by the Client to Falconer under any relevant agreement is Confidential Information regardless of whether it was provided before or after the date of any relevant agreement or how it was provided to Falconer.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the "Intellectual Property") that is developed or produced under any relevant agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

Falconer may not use the Intellectual Property for any purpose other than that contracted for in any relevant agreement except with the written consent of the Client. Falconer will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

Upon the expiration or termination of any relevant agreement, Falconer will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

RIGHT OF SUBSTITUTION

Except as otherwise provided in any relevant agreement, Falconer may, at Falconer's absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of Falconer under any relevant agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that Falconer hires a subcontractor:

Falconer will pay the subcontractor for its services and the Compensation will remain payable by the Client to Falconer;

for the purposes of the indemnification clause of any relevant agreement, the sub-contractor is an agent of Falconer.

AUTONOMY

Except as otherwise provided in any relevant agreement, Falconer will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Falconer will work autonomously and not at the direction of the Client. However, Falconer will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

Except as otherwise provided in any relevant agreement, Falconer will provide at Falconer’s own expense, any and all equipment, software, materials, and any other supplies necessary to deliver the Services in accordance with the Agreement.

EXCLUSIVITY

The Parties acknowledge that any relevant agreement is exclusive and that Client will not, during the Term, engage or contract with third parties for the provision of services similar to the Services.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with any relevant agreement. This indemnification will survive the termination of any relevant agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of any relevant agreement or additional obligation assumed by either Party in connection with any relevant agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in any relevant agreement. No extension or variation of any relevant agreement will operate as a waiver of this provision.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement, or condition affecting any relevant agreement except as expressly provided in any relevant agreement.

INUREMENT

Any relevant agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting any relevant agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

Any relevant agreement will be governed by and construed in accordance with the laws of the State of Texas.

Any controversy or claim arising out of or relating to any relevant agreement, the relationship resulting in or from any relevant agreement or breach of any duties hereunder will be settled by Arbitration in accordance with the Arbitration Rules of the U. S. Arbitration & Mediation. As a condition precedent to the filing of an arbitration claim, the parties agree to first mediate any claims between them.

SEVERABILITY

In the event that any of the provisions of any relevant agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of any relevant agreement.

WAIVER

The waiver by either Party of a breach, default, delay, or omission of any of the provisions of any relevant agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Adopted: October 9, 2023