Service Agreement

– 1/18/2011 – Version 2.0

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A PRODUCT ORDER FORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNDERSTAND AND AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD SEEK LEGAL COUNSEL, NOT ACCEPT THIS AGREEMENT, AND NOT USE THE SERVICES.

1. Definitions

"Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

"Agreement" means this Service Agreement and all Product Order Forms executed hereunder.

"Control" means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.

"Customer Contact" means an internal Customer resource who is knowledgeable about Customer’s use of the Hosted Service and authorized by Customer to communicate with Roofs in a Box, for support of the Hosted Service.

"Customer Data" means without limitation any and all data and textual information submitted to or through the Hosted Service by Customer, their clients, or any individual User. Customer, and each individual User, shall be required, solely at their own expense, to insure that all such text and data provided by Customer, their clients, or any individual end User meets all local, state, and federal security and confidentiality requirements before its entry into the Hosted Service, storage and use in the database(s) used for the Hosted Service, and for its eventual display and/or use on any screen or page of the Hosted Service.

"Effective Date" means the date Customer executes this Agreement. The “Effective Date” of a Product Order Form shall be the date Customer executes such Product Order Form.

"Emergency Maintenance" means downtime of the Hosted Service outside of Scheduled Downtime hours due to the application of urgent patches or fixes, or other urgent maintenance, recommended by Roofs in a Box vendors to be applied as soon as possible.

"Hosted Service" means the hosted, on-demand, Web-based on-line service offered by Roofs in a Box, including updates thereto from time to time.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Scheduled Downtime" means downtime of the Hosted Service during the hours of (i) midnight (Friday-Saturday) to 7:00 a.m. Saturday

U.S. Eastern Time; or (ii) midnight (Saturday-Sunday) to 7:00 a.m. Sunday U.S. Eastern Time.

"System Availability" means the percentage of total time during which the Hosted Service is available to Customer, excluding Scheduled Downtime and Emergency Maintenance.

"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.

"Users" means Customer's and its Affiliates' employees, agents, contractors, consultants or any other individuals and/or end users who are authorized by Customer to access and use the Hosted Service and/or whose information is stored on the Hosted Service (excluding information about those no longer associated with Customer whose information is being stored solely for archival purposes).

"Work Product" means all work product developed or created by Roofs in a Box during the course of providing development and deployment of the Hosted Service, and any and all support, implementation, consulting, training or other professional services provided to Customer. Work Product does not include any Customer Data.

" Roofs in a Box " means Roofs in a Box.com, LLC, a Florida Limited Liability Company. Roofs in a Box’s address is 2980 NE 207th St Ste338, Aventura, FL 33180. You may contact Roofs in a Box at any time by E-mail to info@roofsinabox.com.

"You" or "Your" means the individual, company, or other legal entity for which You are accepting this Service Agreement and/or Product Order Form(s), and/or Affiliates of that company or entity.

2. - Provision of Hosted Service & Implementation

Roofs in a Box shall make the Hosted Service available to Customer and its Users in accordance with this Agreement and each applicable Product Order Form mutually entered into from time to time hereunder. You agree that Your purchase of the Hosted Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written private or public comments made by Roofs in a Box regarding future functionality or features.

2.1- For those Customers whose Product Order Form specifically indicates purchased development, implementation, or consulting time Roofs in a Box will, within five (5) business days after the Effective Date, contact Customer to begin discussing an implementation schedule and Customer's business needs and priorities. Thereafter, a teleconference kickoff meeting will be scheduled as mutually agreed upon. At the kickoff meeting, Roofs in a Box and Customer will discuss and mutually agree on a "go live" plan, which will outline certain Customer and Roofs in a Box responsibilities. Should Customer’s failure to fulfill its responsibilities in a timely manner require additional developer or consultant time due to such failure, Customer will be invoiced additional professional services fees at Roofs in a Box 's then current professional services rates.

3. - Use of Hosted Service

Customer is responsible for all activities conducted under its User logins and for its Users' compliance with this Agreement. Customer shall use the Hosted Service solely for its internal business purposes, in compliance with applicable law, and shall not: (i) resell, sublicense, lease, time-share or otherwise make the Hosted Service available to any third party; (ii) send or store infringing or unlawful material; (iii) send or store Malicious Code; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Hosted Service or the data contained therein; (v) modify, copy or create derivative works based on the Hosted Service; (vi) reverse engineer the Hosted Service; (vii) access the Hosted Service for the purpose of building a competitive product or service or copying its features or user interface; (viii) use the Hosted Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Roofs in a Box ' prior written consent; or (ix) permit access to the Hosted Service by a direct competitor of Roofs in a Box, (x) allow any User under the age of 14 to access or use the Hosted Service.

1. - Account registration is required to use the Hosted Service. Roofs in a Box reserves the right to refuse registration, or to refuse or limit access to the Hosted Service or any features, to anyone in its sole discretion. You will provide accurate, current and complete information in any registration or other account-related forms provided on the Hosted Service and agree to maintain the security of Your username(s) and password(s). You will maintain and promptly update Your Information to keep it accurate, current and complete. YOU UNDERSTAND THAT ANY PERSON WITH YOUR USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS YOUR ACCOUNT (INCLUDING YOUR INFORMATION, TRANSACTION INFORMATION, AND OTHER USER DATA YOU OR OTHERS HAVE PROVIDED TO ROOFS IN A BOX – SOME OF WHICH YOU MAY CONSIDER CONFIDENTIAL IN NATURE). YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT BASED ON THE SHARING OR LOSS OF A USERNAME AND PASSWORD.

You will promptly notify Roofs in a Box if You discover or otherwise suspect any security breaches related to the Site, including any unauthorized use or disclosure of a username or password.

1. - Use of the Hosted Service as shown by individual account registrations is capacity controlled as to the total number of individual Users. User counts and related pricing is shown in the Product Order Form that is part of this Agreement. As each user count exceeds the next lower total shown on the Product Order Form invoices for subsequent access to the Hosted Service will be increased as shown on the Product Order Form.
2. – Roofs in a Box reserves the right to modify or replace this Agreement at any time and in Roofs in a Box's sole discretion. Roofs in a Box will indicate at the top of each Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version on the Hosted Service (or such later Effective Date as may be indicated at the top of the revised Agreement). Your continued use of the Hosted Service following the posting of any changes to this Agreement will constitute Your acceptance of such changes. If You do not agree to the changes, You must immediately stop using the Hosted Service. In addition, Roofs in a Box may provide other methods by which You may accept this Agreement or changes to this Agreement.
3. – Roofs in a Box will use reasonable efforts to establish and maintain safeguards to protect the security and integrity of the Hosted Service and protect against the accidental or unauthorized access, use, alteration or disclosure of the Customer Data submitted to the Hosted Service.
4. - Some of the technology incorporated into the Hosted Services may be provided by independent third parties. Some or all of this technology is innovative in nature and may be provided by companies that are in early stages of business development. There is no assurance that technology provided by these third parties will continue to be available. Roofs in a Box will use its best efforts to continue to be able to provide access to these innovative technologies but there can be no assurance that such access and use can be maintained. In the event that access to these innovative technologies cannot be maintained Customer releases Roofs in a Box from any and all liability for such actions.

4. - Ownership & Licenses

Roofs in a Box shall retain without limitation all ownership rights in the Hosted Service and the Work Product, and Customer shall retain all ownership rights in the Customer Data. Subject to the payment of all fees hereunder or in any applicable Product Order Form Roofs in a Box hereby grants Customer a royalty-free, fully paid-up, nonexclusive, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), license to use the Hosted Service solely for its internal business purposes.

1. – Roofs in a Box shall have a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), sub-licensable license to use, copy, modify, or distribute, including by incorporation into the Hosted Service or any other Internet based service created by Roofs in a Box, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Hosted Service.

5. – Fees & Renewal

Except as otherwise provided: (i) the fees set forth in each Product Order Form hereunder shall be fixed during the subscription term of such Product Order Form; (ii) the subscription and services fees set forth in each Product Order Form hereunder will be invoiced as indicated on each Product Order Form.

1. - User subscriptions purchased by You commence on the start date specified in the applicable Product Order Form and continue for the term specified therein or until terminated under this Agreement, whichever shall be later.
2. - Except as otherwise provided, invoices are issued monthly, are due on receipt, and are considered past due 15 days following issuance (excluding amounts then under reasonable and good faith dispute). Past due amounts are subject to interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. Past due payments may result in suspension of Customer's ability to access the Hosted Service until full payment including any late fees is made and accepted by Roofs in a Box. In the event of such suspension for non-payment Customer shall have no recourse nor make any claim against Roofs in a Box. Customer shall reimburse Roofs in a Box for all reasonable, actual costs (including reasonable attorneys’ fees) incurred by Roofs in a Box in collection of overdue amounts.
3. - Unless otherwise provided, Roofs in a Box' fees do not include any Taxes, and Customer is responsible for paying any and all local, state, or federal Taxes associated with its purchases hereunder, excluding Taxes based on Roofs in a Box' net income or property.
4. - Customer is responsible for monitoring its User count. If Customer's use of the Hosted Service is found to be greater than that contracted for, Customer will be invoiced for the additional Users for the period of use through the remainder of the then current subscription term.
5. – No travel is contemplated under the terms of this Agreement, therefore, any expenses incurred should Roofs in a Box agree to meet with Customer and/or any other travel associated with this Agreement is at Customer expense. Air travel will be coach class unless total portal to portal travel time is over 10 hours, any single flight is over 6 hours in duration, or travel outside the 48 lower U.S. states is involved. In those instances, business and/or first class travel is allowed. Auto rental is midsize or smaller, and hotels are midrange business hotels (Marriott, Hyatt, Hilton, etc.). All portal-to-portal travel time is billable (maximum of eight hours per day per person). All costs over $500 (per person per trip) require Customer’s prior approval. Documentation for all expenses will be provided in a form suitable for the Customer.

6. - Support

Second level standard support is included in the fees for the Hosted Service. Customer is responsible for first level support of its Users, which at a minimum shall include telephone support during Customer's normal business hours. Customers must use the issues tracking functionality included in the Hosted Service for all second level support inquires as well as the dedicated support email: CRMsupport@roofsinabox.com. Customers may designate up to a maximum of two (2) Customer Contacts, who shall be the only individuals authorized to contact Roofs in a Box for support. Support is available from 9:00 a.m. to 5:00p.m. Eastern Time, Monday through Friday, excluding holidays.

7. - Service Level Warranty

Roofs in a Box warrant at least 99.0% System Availability over any calendar month. Should Roofs in a Box fail to achieve 99.0% System Availability in each of two consecutive calendar months Customer shall have the right to terminate this Agreement for cause, in which case Roofs in a Box will refund to Customer any fees that have already been received by Roofs in a Box during any subscription term remaining after the date of termination. Claims under this service level warranty must be made in good faith and by Customer submitting supporting written documentation within 10 business days after the end of the relevant period.

8. - Other Warranties

Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; (ii) it shall comply with all applicable local, state, and federal laws in its performance hereunder. Customer further represents that (i) all text or data of any sort (including but not limited to all Customer Data) submitted to the Hosted Service has been collected, maintained and handled in compliance with all applicable local, state, and federal data privacy and protection laws; and (ii) all text or data of any sort (including but not limited to all Customer Data) submitted by Customer to the Hosted Service, and the use thereof by Roofs in a Box, does not and will not infringe, or constitute an infringement or misappropriation of, any intellectual property rights, privacy rights or other proprietary rights of a third party or breach the terms of any agreement with a third party.

1. - Roofs in a Box represents and warrants that (i) it will provide the Hosted Service in a prompt and professional manner consistent with good industry standards and practices; (ii) the functionality of the Hosted Service will not be materially decreased during a subscription term; (iii) the Hosted Service and Work Product will not contain or transmit to Customer any Malicious Code (except possibly for Malicious Code uploaded by Users, over which Roofs in a Box has no control); (iv) it owns or otherwise has sufficient rights in the Hosted Service and Work Product to grant to Customer the rights granted herein; (v) the Hosted Service and Work Product do not infringe any intellectual property rights of any third party; and (vi) except as required by applicable law, it will not disclose Customer Data to any third party for any purpose other than to provide the Hosted Service to Customer.
2. - THE HOSTED SERVICE AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE HOSTED SERVICE ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. ROOFS IN A BOX DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE HOSTED SERVICE OR ANY OTHER ITEMS OR SERVICES OR THIRD PARTY SERVICES ACCESSED THROUGH THE HOSTED SERVICE COVERED BY OR FURNISHED UNDER THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (i) OF MERCHANTABILITY, (ii) OF FITNESS FOR A PARTICULAR PURPOSE, OR

(iii) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. ROOFS IN A BOX DOES NOT WARRANT THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE BEYOND THE PROVISIONS OF SECTION 7 ABOVE.

1. - IN NO EVENT WILL ROOFS IN A BOX BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS SERVICE AGREEMENT, THE HOSTED SERVICES, AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE HOSTED SERVICE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF ROOFS IN A BOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. – Confidentiality

As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in Product Order Forms hereunder), the Customer Data, the Hosted Service, business and marketing plans, technology and technical information, product designs, and business processes.

Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.

1. - Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent or as otherwise required by law. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.
2. - If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.
3. - If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
4. - Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.

10. - Indemnification by Roofs in a Box
Roofs in a Box shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that (i) the use of the Hosted Service as contemplated hereunder infringes the intellectual property rights of, or has otherwise harmed, such third party; or (ii) Roofs in a Box ' breach of its confidentiality obligations relating to Customer Data harmed such third party; provided, that Customer (a) promptly gives written notice of the Claim to Roofs in a Box; (b) gives Roofs in a Box control of the defense and settlement of the Claim (provided that Customer may participate in such defense at its own cost and that Roofs in a Box may not settle any Claim in a manner that imposes any obligation or liability on Customer); and (c) provides to Roofs in a Box, at Roofs in a Box ' cost, all reasonable assistance.

1. - Roofs in a Box may, at its sole option and expense: (i) procure for Customer the right to continue using the Hosted Service under the terms of this Agreement; (ii) replace or modify the Hosted Service to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Customer any fees actually received by Roofs in a Box during any subscription term remaining after the date of termination. This section represents Customer's exclusive remedy for Roofs in a Box ' breach of its non-infringement warranty

11. - Indemnification by Customer
Customer shall defend, indemnify and hold Roofs in a Box harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Roofs in a Box by a third party alleging that Customer's use of the Hosted Service is in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, such third party; provided, that Roofs in a Box (i) promptly gives written notice of the Claim to Customer; (ii) gives Customer control of the defense and settlement of the Claim (provided that Roofs in a Box may participate in such defense at its own cost and that Customer may not settle any Claim in a manner that imposes any obligation or liability on Roofs in a Box; and (iii) provides to Customer, at Customer's cost, all reasonable assistance.
12. - Limitation of liability
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER OVER THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY (OR ANTICIPATED TO BE PAID OVER THE FIRST 12 MONTHS IF SUCH INCIDENT ARISES DURING THE FIRST 12 MONTHS).
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. - Term and termination
This Agreement commences on the Effective Date and continues until all rights granted in accordance with this Agreement have expired or been terminated. The subscription term of a Product Order Form commences on the Effective Date (for the initial purchase of User subscriptions) or the Effective Date of each subsequent Product Order Form (for subsequent purchases of User subscriptions), and continues for the subscription term specified in such Product Order Form. All subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The pricing during any such renewal term shall be the same as that during the prior term unless Roofs in a Box has given You written notice of a price increase at least 30 days before the end of such prior term, in which case the price increase shall be effective upon renewal and thereafter. Any such price increase shall not exceed 7% over the price for the same services in the immediately prior term, unless the pricing in such prior term was designated in the relevant Product Order Form as promotional or one-time.

1. - A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such period; (ii) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) if either party undergoes a change of Control in favor of a direct competitor of the other party; or (iv) as otherwise provided herein. Upon any termination for cause by Customer, Roofs in a Box shall refund Customer any prepaid fees for any fees actually received by Roofs in a Box during any subscription term remaining after the date of termination.
2. - Customer shall have the ability to export or retrieve its Customer Data from the Hosted Service at any time during its subscription term and within 30 days after the date of termination using the tools provided in the Hosted Service. Any extra services requested by Customer for the export of data will be done as billable time by Roofs in a Box. After 30 days after termination, Roofs in a Box has no

obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, have the right, but not the obligation, to delete all Customer Data in its systems or otherwise in its possession or under its control.
14. - Miscellaneous

1. - Either party may include the other's name and logo in customer or vendor lists. Customer also agrees to consider the following upon reasonable request: (i) serving as a reference or hosting onsite reference visits; (ii) collaborating on press releases announcing or promoting the relationship; and (iii) collaborating on case studies or other marketing collateral as Customer realizes a return on investment following successful deployment.
2. - Roofs in a Box and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Roofs in a Box and Customer. Customer shall not, and will have no power to, bind Roofs in a Box or incur obligations on Roofs in a Box 's behalf. There are no third party beneficiaries to this Agreement.
3. - Notices shall be in writing (E-mail permitted) and effective upon receipt.
4. - No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted. To the extent of any conflict between the terms and conditions found in this Agreement and any other schedule or attachment hereto, these terms and conditions shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or in any other order document (other than a Product Order Form, statement of work, or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void.
5. - No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
6. - Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's (or their suppliers') reasonable control, including Internet or communications outages, viruses, denial of service or other electronic attacks, hurricanes, earthquakes, fire, flood, war, acts of God or government, acts of terror, strikes or other labor problems (excluding those involving such party's employees), not within such party's possession or reasonable control, and.
7. - Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, (i) either party may assign this Agreement in its entirety (including all Product Order Forms hereunder), without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party; and (ii) Roofs in a Box may assign its rights and obligations relating to implementation of the Hosted Service to an Affiliate or partner. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
8. - This Agreement shall be governed by and construed in accordance with the laws of the State of Florida USA, applicable to agreements made and to be entirely performed within the State of Florida USA, without resort to its conflict of law provisions. Roofs in a Box and Customer agree to meet and confer (in person or by telephone) in good faith to resolve any claims or disputes that may arise under this Agreement. Roofs in a Box and Customer agree that any unresolved claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise, and any claim or dispute related to this Agreement or the relationship or duties contemplated under this Agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Code of Procedure then in effect. The arbitration shall be conducted in Palm Beach County, Florida. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Further information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters; 335 Madison Avenue, Floor 10; New York, New York 10017-4605 (www.adr.org). This Agreement shall be interpreted under the Federal Arbitration Act.
9. - This Agreement contains the entire agreement and understanding between Roofs in a Box and the Customer with respect to the subject matter thereof and supersedes all prior agreements, negotiations, representations, and proposals, written and oral, relating to such subject matter.
10. - This Agreement will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of this Agreement.

15 - Provision of Data and Impact on Implementation Schedule

The Client acknowledges that the successful and timely implementation of the CRM software relies heavily on the Client’s prompt delivery of necessary data, documentation, and system access. The Client assumes full responsibility for extracting and providing this information. Failure to deliver the requested data or feedback according to the agreed-upon project schedule will result in a commensurate extension of the project timeline and may delay the overall CRM transition.

16 – Counterparts and Signatures

This Agreement may be executed in one or more counterparts each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument. When fully executed, this Agreement will be deemed effective as of the date first above written without regard to the dates or times on which it was so executed. Executed counterparts of this Agreement may be delivered by electronic facsimile transmission or via Printable Display Format documents sent via electronic mail and shall be deemed adequate evidence of execution without the necessity of delivery of original signatures. By signing below, the undersigned individual certifies that s/he has been duly authorized by Client to sign this Agreement on its behalf and that s/he has the authority legally to bind Client to the terms and obligations set forth in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.