Hosting Agreement Terms

1. Services

1.1 Hosting Services

Host agrees to provide Client with services for website hosting (the “Website”) as set forth or described in Definitions hereto (the “Hosting Services” or “Services”). Host shall provide the Hosting Services so that the Website is accessible to third parties. Except as expressly provided herein, Client agrees that Host is responsible only for providing the Hosting Services, and Host is not responsible for providing any services or performing any tasks not specifically set forth in Schedule A. At the time of execution of this Agreement, to the extent that Client wishes to receive from Host, and Host wishes to provide to Client, services other than the Hosting Services (collectively, the “Additional Services”), such Additional Services and the arrangements for their provision shall be set forth in a separate addendum to this Agreement which is duly executed by the Parties (the “Services Addendum”), and the Services Addendum shall be incorporated into, and become a part of this Agreement. The Hosting Services and the Additional Services will hereinafter be referred to collectively as the “Services”.

1.2 Content

Client shall post all materials comprising the Website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text (the “Client Content”), which shall be in a correct format (as specified by Host in consultation with Client). Client acknowledges that Website construction and management is Client’s responsibility. Host shall not be responsible for Website management or files lost or damaged by Client. Host recommends that Client maintain backups of content outside of space associated with the Hosting Services. Host maintains system backups that are intended only to recover from system failure. The system backups are not intended for restoration of files to individual sites.

1.3 Availability of Website

Unless otherwise indicated on Schedule A hereto, the Website shall be accessible to third parties via the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Host or which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures. In the event of any loss or interruption of Hosting Services, Client’s sole and exclusive remedy and Host’s sole and exclusive liability for any loss or interruption of Hosting Services shall be as follows: for loss or interruption of Hosting Services which is due to (i) causes other than scheduled maintenance and required repairs; (ii) causes beyond the control of Host; or (iii) causes which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, which loss or interruption of Hosting Services exceeds a continual period of twenty-four (24) hours, Client shall receive a credit against future Hosting Services equal to a pro rata portion of Hosting Services fees for the period of downtime.

1.4 Additional Storage and Transfer

Client agrees that it will not exceed the bandwidth or storage space limits applicable to the purchased Hosting Services. In the event that the Website exceeds the limits included in the Hosting Services, or should Client request or require increased limits, Host will automatically bill Client for any such upgrade in the level of Hosting Services, or the additional incremental storage required by Client’s use to be included in the Hosting Services, on a time and materials basis and in accordance with the fee schedule set forth in the plan that includes the appropriate storage amounts.

1.5 Updates

Updates to the Website shall be the sole responsibility of the Client.

2.1 Proprietary Rights of Host

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Host or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by Host to provide the Services to Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Host Materials”) shall remain the sole and exclusive property of Host or its suppliers. To the extent, if any, that ownership of the Host Materials does not automatically vest in Host by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Host all rights, title and interest which Client may have in and to the Host Materials. Client acknowledges and agrees that Host is in the business of hosting Websites, and that Host shall have the right to provide to third parties services which are the same or similar to the Hosting Services, and to use or otherwise exploit any Host Materials in providing such services.

2.2 Confidentiality

Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party; (ii) was known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party; or (iv) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement.

3.1 Client Content

Client assumes sole responsibility for (i) acquiring any authorization(s) necessary for hypertext links to third party websites; (ii) the accuracy of materials on the Website, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (iii) ensuring that the Client Content does not infringe or violate any right of any third party.

3.2 Acceptable Use Policy

Host does not intend to and shall have no obligation to systematically monitor the content that is submitted, stored, distributed or disseminated by Client via the Website. An Acceptable Use Policy (“AUP”) is in effect for the Hosting Services. Any violation of the AUP may result in the immediate cancellation or suspension of any or all Services without warning.

3.3 Copyright

Host respects the intellectual property of others and requests that Client does too. Host shall respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using Host’s DMCA process. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Host’s designated agent for notice of alleged copyright infringement on the Services is:

Copyright Agent

The Sulfur Group 645 W 9th St., Suite #110-414, Los Angeles, CA 90015 Support@thesulfurgroup.com

3.4 License for Limited Usage

Upon rendering of Services, and expressly conditioned upon full payment of all fees and costs due, regularly, Host grants to Client ongoing limited usage rights of the Services as set forth. Any additional use will require separate pricing. All other rights, including Copyrights, are reserved by Host. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Client shall indemnify, save and hold harmless Host from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials or Site or Services per Client’s request. All properties associated with the Services, including but not limited to domain name registration, electronic mail services accounts, social media accounts, and all intellectual property rights therein, including Copyrights, shall be owned solely by Host. Host hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, Web hosting or Internet service providers), perpetual, worldwide license to use the Host’s properties solely with the Services. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any properties, comprising software, accounts, or technology. See Web Services Agreement if scope of Services extends beyond Hosting.

4.1 Payment

Hosting Services shall be paid by a valid payment method (acceptable to Host) at the time of purchase at the fee set forth on the Host’s website. Client’s monthly or annual payments for the Hosting Services, depending on the plan selected by Client, shall be automatically charged to the payment method provided by Client at the time of purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) each month or annually, as applicable (“Hosting Services Fee”), and you hereby agree that Host is authorized to so charge the payment method on file. Host may, at its sole discretion, suspend or terminate Hosting Services without notice if Client fails to provide payment for the new term. Service charges are payable in advance on a monthly basis. If Client elects to pay manually, it is solely Client’s responsibility to ensure payment is made on time or before billing period.

4.2 Chargeback

If Client initiates a chargeback with the provider of a credit card or initiates a similar action to a payment provider allowed by Host for charges billed by Host for Hosting Services, Hosting Services will be immediately suspended without notice. Reestablishment of service following a chargeback or similar action will require sufficient explanation for the action and payment of the disputed charge and/or Host’s bank dispute fee and reinstatement fee as determined by Host.

4.3 Increase in Fees

Host expressly reserves the right to change the fees charged hereunder for the Hosting Services with advanced notice to the Client. If Client does not agree to any such pricing change, it may cancel the Hosting Services within thirty (30) days from the date of your notice; otherwise all such changes shall be effective with respect to Client’s account and Client agrees that Host is authorized to charge the payment method provided by Client for any new Hosting Services Fee, on the next monthly or annual (as applicable) payment cycle.

4.4 Additional Services Fees

Unless otherwise agreed in writing, Client shall pay to Host all fees for Additional Services on a time and materials basis as invoiced by Host.

4.5 Breach for Failure to Pay

Failure of Client to fully pay any fees within thirty (30) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by Host, and will be sufficient cause for immediate termination of this Agreement by Host. Any such suspension does not relieve Client from paying past due fees plus interest and in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs and collection agency fees. After thirty days (30) of non-payment, Client account is closed and all data is deleted from the server. There is a slim chance that Host may have an emergency backup for your use, but no guarantee is made with respect to the completeness or availability of such data.

4.6 Taxes

Client shall pay or reimburse Host for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however, designated, which are levied or imposed by reason of the performance by Host under this Agreement; excluding, however, income taxes on profits which may be levied against Host.

5.1 Host Warranties

Host represents and warrants that: (i) Host has the power and authority to enter into and perform its obligations under this Agreement.

5.2 Client Warranties

Client represents and warrants that: (i) Client has the power and authority to enter into and perform its obligations under this Agreement; (ii) Client shall use commercially reasonable efforts to prevent unauthorized access to any restricted areas of the Website and any databases or other sensitive material generated from or in connection with the Website; and (iii) Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the Website. Should Client receive notice of a claim regarding the Website, Client shall promptly provide Host with written notice of such claim.

5.3 Disclaimer of Warranty

The Service is provided “as is” and our exposure to you is limited.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, HOST MAKES NO WARRANTIES HEREUNDER, AND HOST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SULFUR SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NO DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY PROVIDER AND PROVIDER DOES NOT WARRANT THAT THE SERVICE OFFERED OR PROVIDED BY PROVIDER IS FREE OF BUGS, ERRORS, DEFECTS, VIRUSES OR DEFICIENCIES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED BY CUSTOMER OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF PROVIDER’S SERVICE TO CUSTOMER IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, PROVIDER SHALL NOT BE RESPONSIBLE FOR LOSS OF INCOME DUE TO DISRUPTION OF SERVICE, BEYOND FEES PAID BY CUSTOMER TO PROVIDER FOR SERVICE, DURING THE PERIOD OF DISRUPTION OR MALFUNCTION. YOUR SOLE AND EXCLUSIVE REMEDY FOR DEFECTS IN THE SERVICE IS AS SET FORTH IN THIS SECTION OR IN THE SPECIFIC SERVICE LEVEL AGREEMENT, IF ANY, APPLICABLE TO THE SERVICE YOU ARE USING.

SULFUR’S SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SULFUR SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY OTHER PERSON MAY SUFFER. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT IN NO EVENT WILL SULFUR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, PUNITIVE, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND DAMAGES RELATED TO CORRUPTION OR DELETION OF Sulfur’S SERVICE) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INOPERABILITY OF SULFUR’S SERVERS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SULFUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES BUT IS NOT LIMITED TO ANY LOSS THAT MAY OCCUR DUE TO ANY LOSS OF THE WEB HOSTING SERVICE, THE USE OF WEB HOSTING SERVICE, ACCESS DELAYS OR ACCESS INTERRUPTIONS TO SULFUR’S WEB HOSTING SERVICE SYSTEM, THE NON-DELIVERY OR MISDELIVERY OF DATA BETWEEN YOU AND SULFUR, EVENTS BEYOND SULFUR’S REASONABLE CONTROL, THE NON-RECOGNITION OF THE SULFUR WEB HOSTING SERVERS, THE PROCESSING OF YOUR APPLICATION, THE PROCESSING OF ANY MODIFICATION TO THE RECORD ASSOCIATED WITH YOUR WEB HOSTING SERVICE, THE FAILURE OF YOU OR YOUR AGENT TO PAY ANY FEES HEREUNDER, THE PROTECTION OR PRIVACY OF ELECTRONIC MAIL OR OTHER INFORMATION TRANSFERRED THROUGH THE INTERNET OR ANY OTHER NETWORK PROVIDER OR SERVICE ITS CUSTOMERS MAY UTILIZE, OR THE APPLICATION OF ANY POLICY SET FORTH HEREIN.

IN NO EVENT SHALL SULFUR’S MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO SULFUR FOR THE SERVICE DURING THE PRIOR SIX MONTHS, OR $500 USD, WHICHEVER IS LESS. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SULFUR’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

5.4 Third Party Providers

Sulfur may subcontract the performance of certain services to third parties, and your use of the third party provided products and services shall be governed by any applicable license agreement, if any, with such third party and the third party’s terms and conditions. Sulfur makes no representations or warranties, and shall not be liable for, the quality, availability, timeliness, accuracy, or completeness (or lack thereof) of the information, products, or services provided by any third-party provider.

Sulfur is not the agent, trustee, representative, or fiduciary of you or any third party provider in any transaction. Any transactions with third party providers shall be by and between the visitor and the third-party provider. Any and all discounts and special offers of any third party may be subject to additional terms, restrictions, and limitations.

6.1 Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Host, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Website infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

6.2 Indemnification by Host

Host agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action arises out of the gross negligence or willful misconduct of Host.

6.3 Indemnification Process

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

7.1 Limitation of Liability

HOST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE WEBSITE OR CLIENTS DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. HOST SHALL HAVE NO LIABILITY WITH RESPECT TO HOST’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HOST TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOST BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

8.1 Term

The term of service shall be determined by either Client’s selection on the order form, proposal, or email offer during the order process or by Client’s request to Host to change to a different term. If no term is defined, the default term is twelve months. The term shall begin upon the processing of Client’s order, acknowledgment to proceed, or upon completion of requested changes by Host. Upon completion of the term, Client acknowledges and agrees that the term will renew automatically for successive terms of length equal to the prior term unless Client notifies Host of its intent to not renew the Hosting Services. In order to terminate the Agreement, Client must terminate the Agreement at least 30 days before the end of the current calendar quarter in order to avoid automatic renewal.

8.2 Termination

Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other party which is acquiesced in and not dismissed within thirty (30) days, or results in an adjudication of bankruptcy, or the other party materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of notice specifying the breach, except that the cure period for failures of payment obligations shall be ten (10) days. Host may terminate this Agreement at any time and for any reason by providing written notice of termination to Client and refunding a pro rata portion of fees paid to Client for Hosting Services not yet rendered on the date of termination.

8.3 Termination and Payment

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.

8.4 Site Transition

Upon expiration or earlier termination of this Agreement, Host shall keep the Website publicly accessible for a period of thirty (30) days following the date of expiration or earlier termination of this Agreement and if requested by Client, Host may provide Client with transition services, at its then current rates, including Hosting Services and assistance in transitioning the Website to an alternate provider.

9.1 Rules of Conduct

You acknowledge and agree that; (a) your use of this Site and the Services, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations; (b) you will not collect or harvest (or permit anyone else to collect or harvest) any user content or user data or any non-public or personally identifiable information about another user or any other person or entity without their express prior written consent; (c) you will not use this Site or the Services in a manner (as determined by Sulfur in its sole and absolute discretion) that: (i) is illegal, or promotes or encourages illegal activity; (ii) promotes, encourages or engages in child pornography or the exploitation of children; (iii) promotes, encourages or engages in terrorism, violence against people, animals, or property; (iv) promotes, encourages or engages in any spam or other unsolicited bulk e-mail, or computer or network hacking or cracking; (v.) infringes on the intellectual property rights of another user or any other person or entity; (vi.) violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality that you owe to another user or any other person or entity; (vii) interferes with the operation of this Site or the Services found at this Site; (viii) contains or installs any viruses, worms, bugs, trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or (viiii) contains false or deceptive language, or unsubstantiated or comparative claims, regarding Sulfur or Sulfur’s Services.

9.2 BackUp

You agree to back-up all of your content so that you can access and use it when needed. Sulfur does not warrant that it backs-up any account or Content, and you agree to accept as a risk the loss of any and all of your Content.

9.3 Reselling

You will not re-sell or provide the Services for a commercial purpose, including any of Sulfur’s related technologies, without Sulfur’s express prior written consent.

9.4 Electronic Mail (if applicable).

In some circumstances, Host may provide electronic mail setup services or management services. Harassment by e-mail, whether through language, frequency, or size of messages, is prohibited. User may not send e-mails to any person who does not wish to receive it. If a recipient asks to stop receiving e-mails. User must not send that person any further e-mail. Users are explicitly prohibited from sending unsolicited bulk e-mail messages (“junk mail” or “spam”). This includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. Users may not forward or otherwise propagate chain letters, whether or not the recipient wishes to receive such mailings. Malicious e-mail, including but not limited to “mail bombing” (flooding a user or site with very large or numerous pieces of e-mail) and “trolling” (posting outrageous messages to generate numerous responses) is prohibited. Forging of header or any other information is not permitted. Subscribing someone else to an e-mail list or removing someone else from a mail list without that person’s permission is prohibited. Sulfur’s accounts or services may not be used to collect replies to messages sent from another Internet Service Provider if those messages violate this Agreement or any usage policy of that other provider. Violations of this Agreement will result in immediate account termination.

9.5 Violations of Network Security

Client is prohibited from violating or attempting to violate the security of Sulfur’s network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of Agreement. Sulfur will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting those who are involved in such violations. These violations include, without limitation: (a) accessing data not intended for you or logging into a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”; (d) taking any action in order to obtain services to which you are not entitled; and/or (e) attempting to solicit, directly or indirectly, to consummate any transaction or otherwise enter into any relationship with any of Host’s employees, partners, affiliates, or third-party vendors.

10.1 Entire Agreement

This Agreement and attached Schedules constitute the entire agreement between Client and Host with respect to the subject matter hereof and there are no representations, understandings, or agreements which are not fully expressed in this Agreement.

10.2 Cooperation

The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.

10.3 Independent Contractors

The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party and this Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership, franchise or employee relationship between the Parties.

10.4 Amendments

No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the party against which such amendment, change, waiver, or discharge is sought to be enforced.

10.5 Client Identification

Upon written permission from Client, Host may use the name of and identify Client as a client in advertising, publicity, or similar materials distributed or displayed to prospective clients.

10.6 Force Majeure

Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, acts of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

10.7 Governing Law

This Agreement shall be governed in all respects by the laws of the State of California without regard to its conflict of laws provisions, and Client and Host agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in Los Angeles County, California, and Client and Host hereby submit to the jurisdiction of such courts.

10.8 Assignment

Client shall not assign, without the prior written consent of Host, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.

10.9 Notice

Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if by e-mail, upon confirmation thereof; or (iii) if by next day delivery service, upon such delivery. All notices to Host shall be addressed as follows:

The Sulfur Group, LLC

Attention: Legal Department

645 W. 9th St. #110-414, Los Angeles, CA 90015

and

Email: Legal@TheSulfurGroup.com | Attention: Legal Department

All notices to client shall be addressed to the address on file with Host, which shall be updated, as needed, by Client.

10.10 Waiver

The waiver of failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

10.11 Severability

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

10.12 Counterparts

This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the parties hereto.

10.13 Headings

The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.14 Approvals and Similar Actions

Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

10.15 Survival

All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

10.16 Primary Contact

Client shall designate one (1) person who will act as the primary liaison for all communications regarding the Services.

10.17 Reference

Client is advised to print a copy of this Agreement for its records, as the Agreement may need be referenced from time to time.

10.18 Electronic Contracting

Host and Client desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by Host and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of California.