Terms and Conditions

1. Project Authorization & Services. The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services schedule, Ritul Patwa & Co quotation (“Quote”), order form, statement of work or other document executed by the Ritul Patwa & Co and Client referencing these Terms and Conditions (each, a “Services Schedule”). The Services may include (a) configuration, implementation, training or other consultation related to a Ritul Patwa & Co product or service that Client has received rights to use under a separate agreement, and/or (b) strategic, advisory, design and/or other consulting services related to digital marketing. Each Services Schedule shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Schedule is a duly authorized representative of Client.

2. Payment for Services. Services fees are invoiced in full upon receipt of an order, with payment terms of Net 30, except as otherwise specified on the applicable Services Schedule. The fees specified in the Services Schedule are the total fees and charges for the Services and will not be increased during the term of the Services Schedule except as the parties may agree in writing. Client is responsible for all applicable federal, state and local sales, use or other taxes due on the Services rendered hereunder, except for taxes based on Ritul Patwa & Co’ income. If any change affects the time or cost of performance under the applicable Services Schedule, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective. Ritul Patwa & Co shall be reimbursed for the travel expenses specified in the Services Schedule, if any. If dates Ritul Patwa & Co is scheduled to be onsite are changed or cancelled by Client within fourteen (14) days of the scheduled date

3. Term and Termination. These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services contemplated in the Services Schedule. Each Services Schedule, with respect to the Services, shall become effective on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Schedule upon written notice given to the other party, if the other party materially breaches the Services Schedule and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination by Client for Ritul Patwa & Co’ material breach, Client shall be liable only for payment for the Services rendered through the termination date, and shall receive from Ritul Patwa & Co a pro-rata refund of any unused, prepaid fees for Services.

4. Provision of Services. Ritul Patwa & Co will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within six (6) months from the date they were ordered. Services will ordinarily be performed by a Ritul Patwa & Co service representative or other authorized representative of Ritul Patwa & Co. Client agrees, however, that Ritul Patwa & Co, in its sole discretion, may provide the Services through a third party representative.