SWAT

Capitalized terms have the meaning stated in applicable agreements between Customer and Skyrin.

This agreement applies to only Consulting Services offered by Skyrin Technologies Inc. (“Skyrin”) and does not convey any rights to use other Services.

Purchase Types
Our Consulting Services are time and material based and may be purchased as On Demand or as an On Going monthly subscription. All consulting purchases are subject to Overage Fees and must adhere to our scheduling rules.

On Demand: Consulting engagements that are requested, estimated and approved via an online ticketing system.

On Going: Monthly recurring, subscription based consulting engagements.

Consulting Services
Scope of Consulting Services. Skyrin will provide to Customer the Consulting Services specified in each SOW or Order Form (as applicable), subject to Customer’s payment of all applicable fees as set forth in the “Fees” section of this Consulting Agreement.

Relationship to Other Services. This Consulting Agreement is limited to Consulting Services and does not convey any right to use Other Services. Any use of Other Services by Customer will be governed by a separate agreement. Customer agrees that its purchase of Consulting Services is not contingent on the delivery of any future Online Service functionality or features, other than Deliverables, subject to the terms of the applicable SOW or Order Form, or on any oral or written public comments by Skyrin regarding future Online Service functionality or features.

Available Consulting Services:
Our Consulting Services are typically performed remotely, and may include but are not limited to one or more of the following:

Corp Strategy: for clients with larger deployments we offer, on a very limited basis, the planning of how best to utilize ArcDynamic Services including overall business strategy, success metrics, execution options, timelines, and budgets.

R&D: Managed strategic, technical, and developmental planning and deployment of your Application on our systems.

Migration: Help migrating and setting up your existing or new Application (website, application, or custom code) onto our systems.

Integration: Custom Integration of our systems into your existing website, application, 3rd parties, or your custom code.

Maintenance: Maintenance, upkeep, trouble-shooting of your Application (website, application, 3rd party integrations, or any of your custom code that is running on or integrated with our systems).

Customer Cooperation
Cooperation. Customer will cooperate reasonably and in good faith with Skyrin in its performance of Consulting Services by, without limitation: allocating sufficient resources and timely performing any tasks reasonably necessary to enable Skyrin to perform its obligations under each SOW or Order Form; timely delivering any Customer deliverables and other obligations required under each SOW or Order Form; timely responding to Skyrin’s inquiries related to the Consulting Services; assigning an internal project manager for each SOW or Order Form to serve as a primary point of contact for Skyrin; actively participating in scheduled project meetings; providing, in a timely manner and at no charge to Skyrin, office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, access to appropriate and knowledgeable employees and agents of Customer, and continuous administrative access to Customer’s Online Service account, and coordination of onsite, online and telephonic meetings all as reasonably required by Skyrin; and complete, accurate and timely information, data and feedback all as reasonably required.

Delays. Any delays in the performance of Consulting Services or delivery of Deliverables caused by Customer may result in Overage Fees.

Scheduling
Skyrin does not guarantee any “due date” implied or directly stated for any Consulting Services.

Maintenance requests will be scheduled and prioritized at the sole discretion of Skyrin. Skyrin will use commercially reasonable efforts to remediate all Maintenance requests in a timely manner.

Setup, Training, Migration, Custom Deployments, Custom Integrations, and Strategy are scheduled only after purchased orders have been submitted and payment has been received.

Delivery, Acceptance, Warranty and Change Orders
Delivery of Services. Skyrin will provide the Consulting Services, including any Deliverables, in accordance with the Consulting Agreement and the applicable SOWs or Order Forms

Acceptance. Upon completion of each Deliverable under an SOW or Order Form, Skyrin will, as applicable: (a) submit a complete copy to Customer; and (b) at Customer’s request, demonstrate its functionality to Customer. Customer is responsible for reviewing and testing all Deliverables in accordance with such SOW or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable. Customer will provide Skyrin with written notification of acceptance for each Deliverable promptly upon acceptance. If Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed-upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, Customer must so notify Skyrin in writing within 10 business days after Skyrin’s submission of the Deliverable, specifying the deficiencies in detail. Skyrin will determine if a Deliverable’s functional requirements specified in a SOW or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

Warranty. No Warranty or guarantees are provided.

Change Orders. Changes to an SOW or Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule.

Fees, Invoicing and Taxes
Fees. All fees are non-refundable. Customer will pay Skyrin for the Consulting Services at the rates specified in the applicable SOW or Order Form, or if no rate is specified in the SOW or Order Form, Skyrin’s standard rates in effect at the time the SOW or Order Form is executed. Consulting Services are provided a time-and-materials basis as defined in an SOW or Order Form. Any amount set forth in a time-and-materials SOW is solely a good-faith estimate for Customer's budgeting and Skyrin's resource-scheduling purposes and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, Skyrin will continue to provide Consulting Services under the same rates and terms. Skyrin will periodically update Customer on the status of the Consulting Services and the fees accrued under SOWs or Order Forms. All payments made hereunder shall be in U.S. Dollars.

Incidental Expenses. Customer will reimburse Skyrin for reasonable travel and out-of-pocket expenses incurred in connection with Consulting Services. If an estimate of incidental expenses is provided in the applicable SOW or Order Form, Skyrin will not exceed such estimate without the written consent of Customer.

Invoicing and Payment. Charges for engagements will be invoiced monthly unless otherwise expressly stated in the applicable SOW or Order Form and will be invoiced in advance in the manner as provided in the SOW or Order Form, as applicable, unless otherwise expressly stated therein. Invoiced amounts will be due and payable net 30 days from the invoice date. Customer is responsible for providing Skyrin with Customer’s complete and accurate billing and contact information and notifying Skyrin of any changes to such information.

Failure to Pay. In the event the Customer fails to make any payments within the stated invoice payment date, Skyrin has the right, but is not obligated, to pursue any or all of the following remedies ten (10) calendar days after said date has passed: (1) terminate the Consulting Agreement, (2) disable the Project Contents, (3) bring legal action, (4) engage a collection firm, and/or (5) place the Project into a hold status where no work is done by ArcDynamic until all payments due (including re-initiation fees) are paid. In addition, Customer agrees to the Overdue Payments and Hold for Non-Payment below.

Hold for Non-Payment. If the Project is placed on hold for non-payment, the Customer agrees to pay a re-initiation fee equal to ten percent (10%) of the total project cost, which is defined in the SOW or Order Form. Regardless of project hold or re-initiation status, the Customer understands that all schedule payments are due on the dates specified in the SOW or Order Form.

Taxes. All fees exclude all applicable sales, use, and other taxes and all applicable export and import taxes, fees and customs duties. Customer will be responsible for payment of all such taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of the license fees.

Overdue Payments. Payments due under this Consulting Agreement shall, if not paid when due under the terms of this Consulting Agreement, bear interest at 1.5 % per month or the highest rate permitted by law, whichever is lower. Interest accruing under this Section shall be due on demand. The accrual or receipt of interest under this Section shall not constitute a waiver of any right to declare a default under this Consulting Agreement or to terminate this Consulting Agreement. ArcDynamic reserves the right to put the account into collection if the account is delinquent for more than thirty (30) days. Customer is obligated to pay the necessary collection fees and other costs associated with collecting payments of fees and expenses.

Overage Fees. All consulting agreements allow for Overage Fees. Overage fees are not subject to any discounts unless otherwise noted in the original SOW or Order Form. Overage Fees must be approved in writing.

Early Termination Fees. Upon any termination of an SOW or Order Form, Customer will pay any unpaid fees and expenses.

Critical Requests
Maintenance requests that are flagged as Critical in the ticketing system are subject to additional fees. All non-critical requests are put on hold while the critical request is addressed. Unless otherwise noted in the original purchase, Critical charges are 1.5x the standard rates with a 1 hour minimum.

Contract Property Ownership and License
Contract Property Ownership and License. Upon Customer’s payment of fees due under an applicable SOW or Order Form, Customer shall attain all ownership rights to Contract Property and shall grant to Skyrin a worldwide, perpetual, non-exclusive, transferrable, royalty-free, license to Contract Property. Should Customer fail to make payment of fees due under applicable SOW or Order Form, Skyrin shall retain all ownership rights and shall not grant to Customer any rights or license.

Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Consulting Agreement” means this Consulting Services Agreement and any exhibits, schedules and addenda.

“Change Order” means any change to an SOW or Order Form, as applicable, as described in the Change Orders section. Change Orders will be deemed incorporated by reference in the applicable SOW or Order Form, as applicable in the absence of an SOW.

“Content Files” means content in the following format: TXT; RTF; PDF; PNG; JPG; JPEG; GIF; TIFF; BMP; SWF; AVI; WAV; MPEG; MP3; PPTX; PPT; DOC; FLV; and DOCX

“Consulting Services” means work performed by Skyrin, its Affiliates, or their respective permitted subcontractors under an SOW or Order Form, including Skyrin’s provision of any Deliverables specified in such SOW or Order Form.

“Contract Property” means Customer Files created by Skyrin or its Affiliates on Customer behalf.

“Customer” means the customer and its Affiliates that have entered into a SOW or Order Form for Consulting Services.

“Customer Files” means any User Interface Files, Content Files and/or Data Files that are created using Other Services and/or imported into Other Services; but excluding any data provided as part of the Account.

“Data Files” means data in the following format: Text; CSV; XLS; XML; and JSON

“Deliverable” means a deliverable under an SOW or Order Form.

“Other Services” means Services such as online, web-based, and such other services as set forth here: https://arcdynamic.com/service (including but not limited to associated application program interfaces, online and offline components, web services and (e) TS, as well as any made available by Skyrin (or one or more of its Affiliates) under separate agreements).

“Order Form” means an ordering document specifying the Consulting Services to be provided hereunder and that is entered into between Customer and Skyrin or any of its Affiliates, including any addenda and supplements thereto. Order Forms governed, in whole or in part, by this Consulting Agreement must have a SOW attached thereto or expressly state that the Order Form or certain Consulting Services provided thereunder are governed by this Consulting Agreement. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Consulting Agreement as if it were an original party hereto. Notwithstanding any language to the contrary in the Order Form, all Consulting Services purchased under an Order Form are purchased separately from the Other Services and all references to “Order Form” herein shall not apply in any way to any Other Services, including without limitation, with respect to payment obligations and termination rights.

“SOW” means a statement of work describing Consulting Services to be provided hereunder, that is entered into between Customer and Skyrin or any of its Affiliates or which is incorporated into an Order Form that is entered into between Customer and Skyrin or any of its Affiliates. A Skyrin Affiliate that executes an SOW with Customer will be deemed to be “Skyrin” as such term is used in this Consulting Agreement. SOWs or Order Forms will be deemed incorporated herein by reference.

“User Interface Files” means code in the following format: HTML; XHTML; JS; CSS; LESS; SAS