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Exhibit A

  1. Service: The Client desires 2:45Tech, LLC d/b/a 245Digital (“245Digital”) at 4434 Sutherland Ave., #10804, Knoxville, TN 37939-0804, to perform and 245Digital agrees to perform one or more of the following services that are described in the Estimate: HubSpot services such as onboarding for new subscribers, workflow development, sales automation, email marketing, and training; lead generation services such as cold email campaigns, search engine optimization, and social media management; website design for lead capture purposes including landing pages; and any other work in accordance with the Estimate (collectively the “Services”; these Terms and Conditions, together with the Estimate, the “Agreement”).
  2. Term: The Initial Term of this Agreement commences on the date the Client signs the Estimate (“Effective Date”) and is to continue until completion of all responsibilities in the Agreement. The Initial Term will continue for the number of months listed on the Estimate from the Effective Date of this Agreement in accordance with the Estimate.
  3. Payment for the services set forth in this Agreement is to be made as follows
    1. Services Fees: Client agrees to pay 245Digital in accordance with the Estimate.
    2. Out-of-Pocket Expenses: Out-of-pocket expenses including, but not limited to, messengers, overnight delivery charges, and travel expenses will be billed in addition to fees and charges listed in this Agreement with the Client’s prior approval of such expenses.
    3. Changes in Scope: Changes in scope, configuration, or specifications or a request to provide services not specifically listed in the Agreement will require a revised estimate of the fees listed in the Agreement.  Such revision will be made and submitted to the Client as a Change Order.  Upon approval by the Client, the Change Order will become an amendment to this Agreement subject to the terms and conditions hereof.
  4. Limited Warranty: 245Digital warrants for a period of thirty (30) days from the date of the acceptance of the Final Version, the Software, if operated as directed, will achieve the functionality described in the Agreement.  The Company does not warrant, however, that the Client’s use of the Software will be uninterrupted or that the operation of the Software will be error-free.
  5. Ownership of Software:  Client acknowledges and agrees that all Software is the valuable property of 245Digital and that 245Digital has all right, title, and interest (and all Proprietary Rights) in and to all such Software, until such time that Client has remitted payment in full according to the provisions of Section 3 and 245Digital has provided the Final Version Materials to Client. No right or title to or ownership of any Software, or any Proprietary Rights associated therewith, shall be transferred to Client or any other Person until such time.
  6. Copyrights, Trademarks and Releases:  The client hereby agrees that 245Digital shall not be liable for, and agrees to hold 245Digital harmless from, any violation of copyright or trademark infringement caused by the Client’s supplied content.  The Client agrees that any photography, line art, illustrations, code, or any other media supplied by the Client have full releases and licensure from participants and owners.  In addition, 245Digital agrees that any photography, line art, illustrations, code, or any other media supplied by 245Digital have full releases and licensure from participants and owners.
  7. Final Version of Software:  The Client will be provided with the opportunity for a final review of the Software after completion of the Services set forth in this Agreement. Accordingly, Client hereby agrees that 245Digital will not be liable for, and agrees to hold 245Digital harmless from, any typographical or other context errors in the Software, provided that such typographical or other context error appeared in the Final Version of the Software presented to Client.  Additionally, the Client agrees that any modifications, revisions, changes, enhancements, or upgrades made to the Software after the acceptance of the Final Version may incur additional charges.
  8. Disclaimer of Warranties and Limitation of Liability: 
    1. 245Digital provides services hereunder strictly on an “AS IS” and “AS AVAILABLE” basis without any express guarantee or assurance of quality, reliability, or functionality. Except as expressly set forth herein, Client accepts all risk, including all risk with respect to suitability, use and performance of Internet Connection Service.  PROVIDER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  In any instance involving performance or nonperformance by 245Digital with respect to services provided hereunder, Client’s sole remedy shall be a refund of a pro-rata portion of the price paid for Service which was not provided.
    2. 245Digital will not be liable for any damage that Client may suffer arising out of use, or inability to use, the Services except for intentional acts by 245Digital personnel. 245Digital will not be liable for unauthorized access to Client’s transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of Client’s or Client Customers’ data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of 245Digitals’ negligence. 245Digital shall not be liable for indirect, consequential, incidental, or special damages even if advised of the possibility in advance. 245Digital shall not be liable for any lost property or data of Client or Client’s Clients.  245Digital’s liability for damages to Client for any cause whatsoever, regardless of the form of action, shall be limited to amounts paid by Client to 245Digital hereunder during the one-month period preceding the incident giving rise to the claim for damages.
  9. Termination:
    1. Either party may terminate this Agreement at the end of the term by providing the other party written notice of termination at least 30 days prior to the end of any term.
    2. Upon the termination of this Agreement, any and all payment obligations of Client which have accrued as of such termination will become due immediately. If such payment is not received within fifteen (15) business days from the termination of the Agreement, 245Digital shall have the right to remove all material that it has obtained from the Client and which 245Digital maintains as part of its performance under this Agreement.
    3. If Client terminates this Agreement pursuant to this Section prior to the end of the Initial Term or any Renewal Term, Client shall pay the following early termination charges:
      1. One hundred percent (100%) of the remaining amount due under this Agreement for the remaining months of the term;
      2. One Hundred percent (100%) of any initially waived fees or charges and one hundred percent (100%) of any discount provided for any services under the Agreement.
    4. 245Digital may suspend and/or terminate this Agreement if Client breaches this Agreement and fails to cure such breach within three (3) days after receiving notice thereof from 245Digital; provided, however, that 245Digital may immediately suspend and/or terminate this Agreement without notice under the following circumstances:
      1. In order to prevent damage to or degradation of its Internet network integrity which may be caused by the Client or anyone using Client’s access,
      2. To comply with any law, regulation, court order, or other governmental request or order which requires immediate action,
      3. For a violation of 245Digital’s Internet Acceptable Use Policy (“AUP”) as posted at 245Digital’s Hosting Software (a copy of such policy is posted, as of the date hereof, at https://245.tech/legal/) and as may be modified by 245Digital without notice from time to time, or
      4. For other behavior that in 245Digital’s sole discretion may be deemed to be illegal or otherwise to protect 245Digital from legal liability.
    5. Survivability:  Upon expiration or termination of this Agreement all provisions shall survive and continue to bind the Parties.
    6. Acceptance:  All terms and conditions of this Agreement are in lieu of and override any contrary terms or conditions, preprinted or otherwise, whether received prior to, during or after Client’s acceptance of this Agreement. 245Digital shall not be bound by any provision, printed or otherwise, at variance or in addition to the terms of this Agreement, that may appear on any form used by Client unless 245Digital expressly accepts any such provision in writing.
    7. General:  The Client hereby acknowledges and agrees to the following:
      1. Any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand, by email, or by certified mail return receipt to the other party at the other party’s address stated herein. Either party may change its address as stated herein by giving notice of the change as stated in this subsection.
      2. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
      3. In the event any collection efforts and/or legal action is required to enforce the terms of this Agreement, collection costs, attorney’s fees, and legal expenses shall be recoverable by the party that subsequently prevails.
      4. No change, modification, or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both Client and 245Digital or as expressly provided for in this Agreement.
      5. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee without regard to its conflicts principles.
      6. The terms and conditions of this Agreement are in lieu of and override any contrary terms or conditions, preprinted or otherwise, whether received prior to, during, or after clients acceptance of the printed or otherwise, with varies, modifies, or adds to the terms of the Agreement, that may appear on any form used by the Client unless 245Digital expressly accepts any such provision in writing.
      7. The Estimate setting forth the payment amounts and term length is expressly incorporated herein as part of this Agreement and shall be considered part of this Agreement when construing the Agreement.

Last Updated: 10/9/2023