Service Terms and Conditions

The following Service Terms and Conditions (the “Terms”) are entered into by and between Cadgraphics Incorporated (“Cadgraphics”) and the purchaser identified on the Quotation that expressly incorporates these Terms (the “Purchaser”). These Terms will apply to Purchaser’s procurement of services from Cadgraphics (the “Services”) as set forth in the Quotation that expressly incorporates these Terms (these Terms and the Quotation, collectively the “Agreement”).

In consideration of the compensation specified in the Quotation, the mutual promises of the parties, and the mutual benefits to be gained by performance, the parties agree as follows:
Services. Purchaser hereby retains Cadgraphics, and Cadgraphics hereby agrees to perform the Services as described in the Quotation. Cadgraphics shall provide the Services in a professional and workmanlike manner. Cadgraphics does not provide its services exclusively to Purchaser, and Purchaser acknowledges that Cadgraphics may at any time be concurrently providing similar services to other businesses that may be competitive to Purchaser’s own business. Purchaser shall promptly respond to Cadgraphics’ requests for materials, ‎items, and information and Purchaser shall make available to Cadgraphics at no charge the necessary equipment, personnel, and facilities to perform the Services.
Compensation. As compensation for performance the Services, Purchaser shall pay Cadgraphics the amount(s) specified in the relevant Quotation, or if not set forth in the Quotation, compensation will be at Cadgraphics’s then-standard rates. Unless otherwise specified in an invoice, invoices shall be due and payable within thirty (30) days of the invoice date. If any amount payable under this Agreement is not paid when due, such amount shall bear interest until paid at a rate equal to the lesser of (a) 1.5% per month, or (b) the maximum rate permitted by law, and Cadgraphics shall have the right to suspend the rendering of additional services during the period in which such amount remains unpaid. Purchaser is responsible for and must pay all sales, use, excise or similar taxes, arising from the Services.
Expenses. Upon the submission of receipts, Purchaser shall reimburse Cadgraphics for all actual and reasonable expenses that have been approved in advance by Purchaser, and that are incurred by Cadgraphics while performing the Services.
Term and Termination. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services, unless earlier terminated as set forth below. Either party may terminate this Agreement, with or without cause, by providing the other party with fourteen (14) days written notice. The termination of this Agreement shall not affect Cadgraphics’s entitlement to payment for services rendered to Purchaser prior to termination of this Agreement.
Confidential Information. Neither party shall at any time, either during the term of this Agreement or subsequent to the termination of this Agreement, divulge to others or use for its own benefit any proprietary or confidential information or trade secrets of the other party that were obtained during the term of this Agreement relating to methods, processes, configurations, sales, customer, vendors or financial information belonging to or relating to such disclosing party.
No Warranties. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CADGRAPHICS DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, OR ANY WARRANTY ARISE FROM COURSE OF DEALING OR USAGE OF TRADE.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CADGRAPHICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF DELAY, FAILURE OF DELIVERY, LOSS OF DATA, REVENUE, PROFITS OR GOODWILL, COSTS OF LOST OR DAMAGED DATA, SOFTWARE, PROPERTY, OR EQUIPMENT, DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SERVICES, OR LIABILITIES TO THIRD PARTIES) ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), WARRANTY OR ANY OTHER BASIS, EVEN IF CADGRAPHICS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CADGRAPHICS’ LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY PURCHASER TO CADGRAPHICS UNDER THE APPLICABLE QUOTATION IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
Indemnification. Purchaser shall indemnify, defend, and hold harmless Cadgraphics from and against any and all claims, suits, and proceedings brought by third parties against Cadgraphics and arising out of or related to Purchaser’s: (i) negligence; (ii) willful misconduct; (iii) instructions regarding the Services; or (iv) failure to comply with and adhere to applicable laws, rules, regulations, or code.
Nature of Relationship. The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, employment relationship, or other business combination between Purchaser and Cadgraphics. Neither Purchaser nor Cadgraphics shall be obligated by any other agreement, representation or warranty made by the other. As independent contractors, Purchaser and Cadgraphics shall be separately responsible for the payment of their own income, employment, and all other taxes, duties, levies, surcharges and the like. In addition, Purchaser and Cadgraphics shall be separately responsible for carrying workers’ compensation insurance on themselves and their employees and agents as required by applicable law.
Remedies. Injunctive or other equitable relief shall be a remedy available to either party in the event of a breach of any provision of this Agreement by the other party; but such remedy shall not be the exclusive remedy available to either party.
Governing Law, Forum and Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws rules. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree that venue shall be in the federal or state courts of the State of Florida, USA, and, in addition, the parties hereby expressly consent to the exclusive personal jurisdiction of the federal and state courts in the State of Florida, USA, regardless of the citizenship or residency of either party at the time of the commencement of any legal proceeding.
Miscellaneous.
This Agreement shall not be assignable by either party without the prior written consent of the other party, and any attempted assignment made without such prior consent shall be void and ineffective. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted respective successors and assigns. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement. In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. A waiver by Cadgraphics of any provision or the breach of any provision of this Agreement shall not be effective unless made in writing and shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

This Agreement constitutes the entire agreement between Cadgraphics and Purchaser pertaining to the subject matter hereof, and cancels and supersedes all prior oral and written negotiations, agreements or understandings between the parties with respect to the subject matter hereof. Cadgraphics will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement and which is submitted by Purchaser in any purchase order, receipt, acceptance, confirmation, correspondence or other document. This Agreement may not be modified except by a written agreement signed by Purchaser and an officer of Cadgraphics.

Rev. 3/20

4822-4641-4264, v. 2