Egencie, Inc. (DBA: FreshinUp) – Service Terms and Conditions:

1. With the exception of all 3rd party technology or all FreshinUp technology and intellectual property, all Client Intellectual Property including, without limitation, all software source (if available), prototypes, processes or concepts, developed or created by Egencie, Inc. DBA: FreshinUp (hereafter referred to as FS) during the performance of these services and specifically for the Client services, when fully paid for by the Client, fully accepted and delivered to the Client unless otherwise agreed by both parties will vest exclusively in Client. Client shall be responsible for all 3rd party technology licenses, fees and terms.

2. With the exception of all 3rd party technology and all Client Intellectual Property all software source (if available), prototypes, processes, concepts or other created before or outside of these services shall be deemed “Intellectual property” of FS, and, therefore, all right, title and interest (including, without limitation, patents and copyrights) therein and thereto, will vest exclusively in FS.

3. All graphics, images, code or other content developed and submitted by Client or the final services developed specifically for Client by FS during the course of these services shall be deemed ‘Work Made for Hire’ and, therefore, all right, title and interest therein and thereto, will vest exclusively in Client upon full payment.

4. Acceptance: Any failure of Client to reject all or any part of the services within ten (10) days of each release or completion of services by FS shall be deemed full “Acceptance” by Client for such corresponding services and as such are ineligible for refund or dispute. Any portion of the services released and rejected in writing by Client within ten (10) days shall be reworked by FS until such services match any previously agreed upon specifications by both parties but in no case shall FS be required to invest more than 10 hours to such end. FS is not responsible and shall not refund any services previously approved, Accepted or put In Use by Client. “In Use” is defined as services which were used live online, or for active customers, or in company process, or otherwise to the benefit of the Client.

5. No Competition during Term of Engagement. Client agrees to engage only FS directly for the services outlined herein and will not engage in any other FS employee, contractor, vendor in a relationship or employment or consulting activity during Client relationship with FS and for 1 year thereafter, which: (1) would otherwise conflict with the interests of FS; or (2) would impair FS’s ability to satisfactorily perform their current or future obligations to Client, unless expressly authorized by FS. This includes but is not limited to engagement of FS’s employees, contractors, partners or vendors. Client agrees that if any disruption or violation occurs, FS will invoice Client and Client will remit payment to FS for up to the total amount of any lost projects or services within thirty (30) days.

6. Obligations Not to Disclose or Use Confidential Information. Client agrees not to disclose to others, or take or use for their own purposes or for the purposes of others, FS’s existing or potential business interests, any confidential Information during the term of Client relationship and for a two (2) year period immediately following the termination of relationship with FS, or, with respect to Client Confidential Information, such longer period as required in a Client Confidentiality Agreement entered into by FS, but only for so long as such Confidential Information remains confidential and not generally known to, and not readily ascertainable through proper means by FS’s competitors; provided, however, nothing in this Agreement shall limit the time period during which Client and others shall not misappropriate or threaten to misappropriate FS’s Trade Secrets as protected under Wisconsin, USA or other applicable law.

7. Travel will be charged outside of Dane county at the standard IRS rate and other travel expenses would be additional, invoiced separately and without markup and according to the Clients current travel expense policy.

8. Refunds: There are no refunds granted on any services performed with Clients knowledge, or Acceptance as defined by this agreement, or delivered to specifications, or placed In Use by the Client or rejected ten (10) days from the time of completion. Refunds may only be granted on services not previously Accepted or performed outside the requests and knowledge of the Client. No refunds will be granted on any services charged and uncontested for ten (10) days from reporting.

9. Cancellation: Either the CLIENT or FS may cancel services at any time and for any reason with an email notice (return receipt) “Cancellation”. In the event of such Cancellation, once the Client has accepted all previous work product and waved all other claims, FS shall return any materials and work products created and paid for by the Client and will remit any unused portion of any fees paid to FS less a Cancellation Charge equal to 50% of the total project estimate set at the start of the project. Should the Client decide to suspend or delay payment for any reason during the project, FS may cease performing services until payment is made and may send a Cancellation notice. Any other issues shall be handled in good faith by both parties and if necessary. FS is entitled to file and collect all fees, damages and collection costs with any debt left outstanding for more than fifteen (15) days.