INTRODUCTION:
Terms of Service
Last Updated: [12/7/2024

Welcome to the Terms of Service Agreement (the "Agreement") for services provided by Sembe LLC, operating under the brand Tydii. This Agreement is entered into by and between:

●        Sembe LLC (dba Tydii): A Delaware corporation with its principal place of business located at PO Box 95063, 326 Watertown St, Newton, MA 02458 (referred to as the "Company" or "Tydii").

●        The Community Partner: A business entity or individual participating as a service provider and/or independent contractor (referred to as the "Community Partner").

1.     Scope of Service

a.      Tydii enables Community Partners to leverage its platform to market and sell their services to a broader audience. In return, Tydii facilitates key aspects of the Community Partner’s business operations, including but not limited to:

i.            Service Facilitation: Supporting the sale and promotion of the Community Partner’s offerings through the Tydii platform.

ii.            Advertising and Marketing: Providing comprehensive advertising services and targeted marketing initiatives to attract and retain customers on behalf of Community Partners.

iii.            Payment Processing: Ensuring secure, streamlined payment transactions between customers and Community Partners.

iv.            Data Analytics: Delivering valuable insights and analytics to enhance operational efficiency and customer satisfaction.

v.            Digital Tools: Offering innovative digital solutions to simplify service management and optimize workflows.

2.     Term of Agreement

a.      Initial Term: This Agreement shall commence on the date the Community Partner agrees to its terms (the "Effective Date") and will remain in effect for an initial period of one (1) year. Both Tydii and the Community Partner agree to diligently fulfill their obligations during this time.

b.      Subsequent Terms: After the initial term, this Agreement will automatically renew for subsequent three (3)-year periods unless either party provides written notice of termination at least sixty (60) days before the end of the current term.

c.      Renewal and Termination Options: Either party may terminate the Agreement at the conclusion of a term by providing written notice in compliance with the notice period stated above.

d.      Termination for Breach: Tydii reserves the right to terminate this Agreement immediately and without prior notice in the event of a material breach by the Community Partner. This termination does not preclude Tydii from pursuing additional remedies available under the law.

e.      Modification of Terms: Tydii reserves the right to amend the terms and conditions of this Agreement at its sole discretion. Any modifications will be communicated to the Community Partner in writing and shall become effective immediately upon notification, unless otherwise specified. Continued use of Tydii's platform or services by the Community Partner constitutes acceptance of the modified terms.

f.        Community Partner(s) Early Termination: The Community Partner agrees not to terminate this Agreement before the expiration of the agreed-upon term without Tydii’s express written consent.

g.      Immediate Implementation Clause: For changes required due to legal, regulatory, or operational necessities, Tydii reserves the right to implement modifications immediately without prior notice. Tydii will make reasonable efforts to inform the Community Partner of such changes as soon as practicable.

 

3.     Services Provided

a.      Services Provided by the Community Partner:
The Community Partner agrees to provide the following services:

i.            Laundry, dry cleaning, alterations, repair services, and related garment care services.

ii.            Offer services through Tydii’s platform for marketing and sale.\

iii.            Allow Tydii to advertise its platform and brand at the Community Partner’s location and on the Community Partner’s platforms.

b.      Obligations of Tydii:
In consideration of the Community Partner’s services, Tydii agrees to:

i.            Facilitate the marketing and sale of the Community Partner's services via Tydii’s platform.

ii.            Advertise and promote the Community Partner’s offerings on Tydii’s platform.

iii.            Manage payment processing for transactions through Tydii’s platform.

iv.            Provide data analytics on transaction trends and customer behavior.

v.            Supply digital tools to enhance the efficiency of service delivery.

vi.            Execute marketing initiatives on behalf of both customers and Community Partners.

c.      Specific Deliverables and Milestones

i.            Initial Service Setup:

1.      Complete onboarding within a specified timeframe to ensure smooth integration with Tydii’s platform.

2.      Conduct training sessions for the Community Partner’s team to align with Tydii’s service standards.

ii.            Service Implementation Phase:

1.      Develop and submit a service implementation plan within the designated time frame.

2.      Complete any required infrastructure setup or configurations by the agreed-upon date.

iii.            Regular Service Delivery:

1.      Adhere to agreed-upon service level agreements (SLAs) for response times, resolutions, and quality.

2.      Provide weekly progress reports to ensure transparency and alignment with objectives.

iv.            Quality Assurance and Improvement:

1.      Perform quarterly quality assessments to evaluate and improve service delivery.

2.      Use actionable insights from assessments to implement strategic improvements.

v.            Performance Reviews and Meetings:

1.      Conduct quarterly performance reviews to evaluate service performance and address concerns.

2.      Hold regular meetings to discuss ongoing service delivery and strategic alignment.

vi.            Customer Satisfaction Surveys:

1.      Distribute periodic surveys to gather feedback on service quality.

2.      Use insights from feedback to improve services and enhance customer satisfaction.

vii.            Completion of Milestone Projects:

1.      Successfully complete milestone projects within agreed timelines.

2.      Document and share lessons learned to foster continuous improvement.

viii.            Continuous Training and Development:

1.      Invest in ongoing team training to ensure high service standards.

2.      Pursue relevant certifications to enhance team capabilities.

ix.            Regulatory Compliance and Reporting:

1.      Adhere to all relevant laws, regulations, and industry standards.

2.      Submit regular compliance reports to demonstrate accountability and ethical conduct.

x.            Renewal or Extension Negotiations:

1.      Engage in good-faith discussions about renewal or extension of the agreement.

4.     COMPENSATION TERMS

a.      Fee Structure

i.            Tydii’s Transaction Fee: Tydii shall collect a fee for each transaction processed through its platform on behalf of the Community Partner. The exact fee structure is detailed in Exhibit A and may be modified at Tydii’s sole discretion with reasonable notice to the Community Partner.

ii.            Cost of Service: The Community Partner will receive the cost of service plus applicable taxes for each transaction. The “cost of service” refers to the amount charged by the Community Partner for services such as laundry, dry cleaning, alterations, and repair services.

b.      Fee Packages

i.            Tydii Launch: Tydii will retain 25% of the total cost of service per transaction.

ii.            Tydii Elevate: Tydii will retain 30% of the total cost of service per transaction.

c.      Adjustment of Cost of Service

i.            Community Partners may post and adjust their service costs on Tydii’s platform, subject to Tydii’s approval and reasonable advance notice. Tydii reserves the right to reject or delay cost changes that may impact platform operations or customer expectations.

5.     Payment Terms:

a.      Payment Schedule

i.            Standard Payment Timeline:

1.      Payments will be processed within 10 business days of receiving a valid and undisputed invoice.

ii.            Expedited Payments:

1.      Community Partners may request expedited payment within 5 business days, subject to a 2% early payment discount applied to the invoice total.

iii.            Extended Timelines for Discrepancies:

1.      Tydii reserves the right to extend payment timelines in cases where invoice discrepancies or issues arise, pending resolution to Tydii’s satisfaction.

b.      Payment Methods

i.            Electronic Funds Transfer (EFT):

1.      Payments will be made via EFT to the bank account details provided by the Community Partner.

ii.            Third-Party Payment Processing Companies:

1.      Tydii utilizes third-party payment processors, such as Stripe Inc., to facilitate payments to Community Partners.

2.      Community Partners agree to abide by the terms and conditions of the payment processors used by Tydii for both purchases and payments.

iii.            Updated Payment Details:

1.      Community Partners are responsible for ensuring their payment details are accurate and up-to-date.

2.      Tydii reserves the right to request updated payment details periodically to prevent payment delays.

c.      Early Payment Discounts and Late Payment Terms

i.            Early Payment Discounts:

1.      Community Partners must explicitly request and agree to a 2% discount to receive payments within the expedited timeline of 5 business days.

ii.            Late Payment Fees:

1.      If Tydii delays payment beyond the agreed timeline without justified cause, the Community Partner may impose a 2% late fee on the overdue amount.

2.      Tydii retains the right to dispute late fees if invoice discrepancies, inaccuracies, or non-compliance with invoice terms are identified.

d.      Payment Verification and Disputes

i.            Invoice Accuracy Review:

1.      Tydii reserves the right to verify the accuracy of all invoices before processing payment. This includes reconciling:

a.      Services rendered.

b.      Fees charged.

c.      Customer data provided.

ii.            Dispute Resolution:

1.      In the event of a dispute, Tydii will conduct a thorough audit of the relevant invoice and work to resolve the issue in good faith. Both parties are required to engage in collaborative negotiation.

iii.            Withholding Payments:

1.      Tydii reserves the right to withhold payment for invoices containing:

a.      Errors.

b.      Discrepancies.

c.      Suspected fraudulent activity.

2.      Payments will be released once the issues are resolved to Tydii’s satisfaction.

e.      Expanded Use of Payment Processing Companies

i.            Facilitation of Payments to Community Partners:

1.      Tydii will use third-party payment processing companies to facilitate:

a.      Payments to Community Partners.

b.      Payments from customers to Tydii for services.

c.      Any additional payment-related activities required to maintain the platform's operations.

ii.            Transaction Transparency:

1.      Community Partners acknowledge that all payments facilitated by third-party processors are subject to their transaction policies, fees, and timelines.

iii.            Secure Processing:

1.      Tydii ensures that all transactions are conducted securely through trusted third-party payment platforms to safeguard sensitive financial information.

iv.            Modification of Payment Terms

1.      Unilateral Amendments by Tydii:

a.      Tydii reserves the right to modify payment terms with reasonable prior notice to the Community Partner.

2.      Implementation of Changes:

a.      Changes will take effect at the start of the next payment term unless the Community Partner provides written notice of non-acceptance within 30 days.

f.        Audit Rights

i.            Periodic Financial Audits:

1.      Tydii reserves the right to conduct regular audits of:

a.      Payment compliance.

b.      Accuracy of transactions.

c.      Community Partner service logs.

ii.            Cooperation Obligation:

1.      The Community Partner must cooperate fully with Tydii’s audit activities, providing access to all requested documentation and records.

g.      Termination for Non-Compliance

i.            Breach of Payment Terms:

1.      In the event of non-compliance with these payment terms, Tydii reserves the right to:

a.      Suspend or terminate the Community Partner’s access to its platform.

b.      Withhold further payments until compliance is restored or discrepancies are resolved.

ii.            Final Determination:

1.      All determinations regarding non-compliance and resolution will be made at Tydii’s sole discretion.

6.     COMPANY’S RESPONSIBILITIES AND RIGHTS

a.      Tydii’s Exclusive Obligations and Rights

i.            Payment Processing

1.      Tydii retains exclusive rights to process all payments associated with Community Partner transactions, ensuring accuracy and adherence to agreed timelines.

ii.            Marketing and Promotion

1.      Tydii reserves the irrevocable right to market and promote Community Partner services using its platform.

2.      Tydii may utilize Community Partner branding, including names, logos, and related materials, for advertising and promotional purposes without requiring further consent.

iii.            Advertising Authority

1.      Tydii holds sole discretion over the planning, management, and execution of advertising initiatives to elevate the visibility of Community Partner services.

iv.            Data Analytics Ownership

1.      All insights derived from transaction trends and customer behavior analytics are exclusively owned by Tydii, allowing for proprietary control over such data.

v.            Digital Tools and Resources

1.      Tydii retains full ownership of digital tools provided to enhance service efficiency, reserving the right to modify or withdraw these tools as deemed necessary.

vi.            Customer Acquisition

1.      Tydii has exclusive authority to design and implement customer acquisition strategies, with discretion over collaboration with Community Partners on such initiatives.

vii.            Invoice Verification

1.      Tydii holds the right to verify the accuracy of all invoices submitted by Community Partners and reserves the ability to dispute or delay payments for any discrepancies identified.

viii.            Confidentiality Assurance

1.      Tydii retains irrevocable rights to maintain confidentiality over proprietary information and trade secrets disclosed by Community Partners during the partnership.

ix.            Regulatory Compliance Oversight

1.      Tydii ensures full compliance with applicable laws and regulations, safeguarding the partnership from legal or operational risks.

x.            Performance Metrics and Reviews

1.      Tydii establishes, monitors, and updates key performance indicators (KPIs) to evaluate service quality, reserving the right to make changes as necessary.

xi.            Termination Rights

1.      Tydii may terminate the agreement immediately in cases of material breaches by Community Partners or non-compliance with terms outlined in the agreement.

xii.            Agreement Modification

1.      Tydii reserves the right to unilaterally amend the terms of the agreement with reasonable notice. Changes will take immediate effect unless explicitly rejected by the Community Partner within the specified period.

xiii.            Audit and Oversight

1.      Tydii retains the irrevocable right to audit Community Partner operations, ensuring compliance with all contractual obligations and identifying areas for improvement.

b.      Collaborative Commitments

i.            Mutual Cooperation

1.      Community Partners commit to working collaboratively with Tydii to achieve shared objectives. This includes active participation in initiatives proposed by Tydii for mutual benefit.

ii.            Information Sharing

1.      Community Partners agree to provide transparent and accurate information related to their services, pricing, and operational updates to Tydii as required.

iii.            Access to Resources

1.      Community Partners grant Tydii necessary access to relevant facilities, tools, and resources to facilitate seamless collaboration.

iv.            Open Communication

1.      Tydii fosters transparent communication channels to address challenges, ensure clarity, and promote proactive resolution of issues.

v.            Feedback and Improvement

1.      Both parties agree to provide constructive feedback, with Tydii leveraging this input to optimize services and enhance partnership outcomes.

vi.            Shared Compliance and Values

1.      Tydii and Community Partners commit to full compliance with all relevant laws, regulations, and ethical business practices, fostering a trustworthy and sustainable partnership.

vii.            Confidentiality in Collaboration

1.      Both parties acknowledge the importance of safeguarding proprietary information shared during collaborative efforts, ensuring it remains confidential unless explicitly authorized for disclosure.

viii.            Ownership and Benefits

1.      Tydii retains ownership of all intellectual property generated through collaborative efforts, with mutually agreed benefits derived equitably to support the success of both parties.

7.     CONFIDENTIALITY AGREEMENT

a.      Definition of Confidential Information

i.            "Confidential Information" includes all non-public, proprietary, or sensitive information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party). This encompasses, but is not limited to, trade secrets, business strategies, financial data, customer lists, proprietary technology, and any information explicitly designated as confidential.

b.      Responsibilities of the Receiving Party

i.            Safeguarding Information:
The Receiving Party must maintain the strict confidentiality of all Confidential Information and implement reasonable safeguards to prevent unauthorized access, disclosure, or misuse. Such safeguards include physical, electronic, and managerial protections.

ii.            Liability for Breach:
Any unauthorized disclosure or misuse of Confidential Information by the Receiving Party will result in liability for damages, including but not limited to direct, indirect, and consequential losses incurred by the Disclosing Party.

c.       Authorized Use of Confidential Information

i.            The Receiving Party may only use Confidential Information to fulfill its obligations under this agreement. Any other use requires prior written consent from the Disclosing Party, which reserves the right to define the scope and limitations of such use.

d.      Restrictions on Third-Party Disclosure

i.            Prohibition Without Consent:
Confidential Information must not be disclosed to third parties without the Disclosing Party’s explicit written consent. Consent may be contingent on the third party agreeing to confidentiality obligations as stringent as those in this agreement.

ii.            Employee and Subcontractor Compliance:
The Receiving Party must ensure that employees, contractors, and subcontractors who have access to Confidential Information are bound by comparable confidentiality obligations. The Receiving Party is responsible for breaches by these individuals.

e.      Duration of Confidentiality

i.            General Confidentiality Period:
Confidentiality obligations remain in effect for the duration of this agreement and for five (5) years following its termination or expiration.

1.      Trade Secrets:
For trade secrets, confidentiality obligations continue indefinitely or until the information ceases to qualify as a trade secret under applicable law.

f.        Exceptions to Confidentiality

i.            Confidentiality obligations do not apply to information that:

1.      Becomes publicly available without the Receiving Party's involvement.

2.      Is lawfully obtained from an independent third party without restrictions.

3.      Is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information

g.      Return or Destruction of Information

i.            Upon termination of the agreement or at the Disclosing Party’s request, the Receiving Party must:

1.      Return all copies of Confidential Information.

2.      Destroy all copies if instructed to do so, and provide written certification of destruction within a reasonable timeframe.

h.      Legal Compliance

i.            Adherence to Legal Requirements:
The Receiving Party shall comply with all laws and regulations applicable to the handling of Confidential Information.

ii.            Disclosure Under Compulsion:
If required by law to disclose Confidential Information, the Receiving Party must promptly notify the Disclosing Party and cooperate in seeking protective measures to minimize disclosure.

i.        Notification of Unauthorized Disclosure

i.            If Confidential Information is disclosed or used without authorization, the Receiving Party must:

1.      Immediately notify the Disclosing Party with details of the breach.

2.      Take all necessary actions to mitigate the breach and prevent further unauthorized use or disclosure.

j.        Survival of Confidentiality Obligations

i.            Indefinite Obligations for Trade Secrets:
For trade secrets, confidentiality obligations persist indefinitely.

ii.            Five-Year Period for Other Information:
For all other Confidential Information, obligations survive for five (5) years after the agreement's termination.

iii.            The Disclosing Party reserves the right to pursue injunctive relief, equitable remedies, or any other legal remedies to protect its interests in the event of a breach.

8.     OWNERSHIP OF WORK PRODUCT:

a.      Intellectual Property Ownership:

i.            All intellectual property rights, including trademarks, copyrights, and patents associated with the services provided by the Community Partner, are exclusively owned by the Company.

ii.            The Community Partner agrees to disclose and assign, without additional compensation, all rights, title, and interest in any inventions, designs, or creative works developed during the engagement.

b.      Work Product and Deliverables:

i.            All work product, deliverables, or materials created by the Community Partner while providing services under this agreement are considered "work made for hire" and remain the exclusive property of the Company.

ii.            The Community Partner shall transfer and assign all rights, title, and interest in such work product and deliverables to the Company without exception.

c.      Confidential Information:

i.            The Community Partner acknowledges that customer data, transaction details, business strategies, and other confidential information acquired during the engagement belong solely to the Company.

ii.            The Community Partner agrees to maintain strict confidentiality and refrain from disclosing or using this information for any purpose outside the scope of this agreement.

d.      Non-Compete and Non-Solicitation:

i.            For the term of this agreement and ten (10) years thereafter, the Community Partner agrees not to engage in any business or offer services that directly compete with the Company.

ii.            The Community Partner also agrees not to solicit or hire the Company's employees, contractors, or customers for a specified period following the agreement's termination.

e.      Indemnification:

i.            The Community Partner will indemnify and hold the Company harmless against any claims, losses, or liabilities arising from intellectual property infringement or unauthorized use of confidential information.

f.        Return of Company Property:

i.            Upon termination, the Community Partner must promptly return all property, materials, and documents belonging to the Company, including data, software, and equipment.

g.      Audit Rights:

i.            The Company reserves the right to audit and inspect the Community Partner’s records and facilities to verify compliance with the terms of this agreement, particularly regarding intellectual property and confidentiality protections.

h.      Modification of Terms:

i.            The Company may modify the ownership rights and obligations specified in this agreement by providing written notice to the Community Partner.

ii.            Such modifications become binding upon both parties immediately upon notice.

9.     WARRANTIES AND GUARANTEES

a.      Community Partner Representations:

i.            The Community Partner affirms it possesses the necessary expertise, qualifications, and licenses to execute the services outlined in this agreement.

ii.            Misrepresentation of capabilities constitutes a material breach of this agreement.

b.      Quality Assurance:

i.            All services rendered must meet or exceed industry benchmarks and be executed with exceptional skill, diligence, and professionalism.

ii.            Any deficiencies in the delivered services will be rectified promptly by the Community Partner at no additional cost to Tydii.

c.      Strict Compliance with Legal Standards:

i.            The Community Partner warrants full compliance with all relevant laws, regulations, and industry standards throughout the engagement.

d.      Timely Service Delivery:

i.            The Community Partner commits to delivering services promptly according to the agreed schedule.

ii.            Any anticipated delays must be immediately communicated to Tydii, along with a revised timeline.

e.      Platform Performance Assurance:

i.            The Community Partner guarantees the seamless operation of digital tools or platforms provided to enhance the efficiency of the laundry delivery process.

ii.            Any disruptions or malfunctions will be promptly addressed and resolved by the Community Partner at its own expense.

f.        Data Security Commitment:

i.            The Community Partner ensures the robust security and confidentiality of all data shared by Tydii during the engagement.

ii.            Reasonable measures will be implemented to prevent unauthorized access, disclosure, or misuse of Tydii's data.

g.      Customer Satisfaction Assurance:

i.            The Community Partner is committed to consistently achieving high levels of customer satisfaction with services provided.

ii.            Customer complaints or concerns will be resolved swiftly, with proactive steps taken to enhance service quality.

h.      Non-Infringement Warranty:

i.            The Community Partner guarantees that all services provided do not infringe on the intellectual property rights of any third party.

i.        Insurance Coverage:

i.            The Community Partner commits to maintaining adequate insurance coverage, including liability insurance, to indemnify against liabilities arising from service provision.

10.                         ENHANCED COMPANY RIGHTS

a.      Audit and Inspection Authority:

i.            Tydii retains the unequivocal right to conduct thorough audits and inspections of the Community Partner's processes, records, and facilities to ensure strict compliance with agreed-upon standards and warranties.

b.      Termination for Material Breach:

i.            In the event of a material breach of any warranty or guarantee, Tydii reserves the unilateral right to terminate the agreement with the Community Partner immediately.

c.      Remedies and Damages Entitlement:

i.            Re-Performance: Tydii has the right to require the Community Partner to re-perform services to meet agreed-upon standards within a reasonable timeframe and at no additional cost.

ii.            Refund: Tydii may request a refund for services that fail to meet specified warranties, and the Community Partner shall promptly process the refund.

iii.            Damages for Incurred Losses: Tydii is entitled to pursue damages for any losses incurred due to substandard services, including direct and consequential losses.

d.      Customer Compensation for Damages:

i.            Responsibility for Customer Items:

1.      The Community Partner accepts full responsibility for any damage to Customer items resulting from their fault or negligence, including mishandling or improper care.

ii.            Compensation to the Customer:

1.      The Community Partner shall promptly compensate the Customer for the full value of damaged items in accordance with their damage or loss policy. If no such policy exists, the Company’s damage or loss policy will serve as the standard.

2.      Compensation may include replacement or repair costs, based on the actual value of the items.

e.      Claims Process:

i.            The Customer must notify Tydii and the Community Partner promptly upon discovering any damage.

ii.            The Community Partner agrees to cooperate fully in investigating the claim and provide all necessary information to accurately assess liability.

f.        Insurance Coverage:

i.            The Community Partner shall maintain adequate insurance coverage to indemnify Tydii and the Customer against liabilities arising from damage to Customer items.

g.      Intellectual Property Indemnity

i.            The Community Partner agrees to indemnify, defend, and hold Tydii harmless against any claims of intellectual property infringement arising from the services provided.

h.      Modification of Warranties

i.            Tydii reserves the right to modify the warranties and guarantees contained in this agreement.

11.                         INTELLECTUAL PROPERTY

a.      Ownership of Intellectual Property:

i.            All intellectual property, including but not limited to trademarks, copyrights, and patents, created, developed, or used by the Community Partner during service provision is the exclusive property of Tydii.

ii.            The Community Partner assigns, transfers, and conveys all rights, title, and interest in such intellectual property to Tydii without additional consideration.

b.      Work Product and Deliverables:

i.            Any work product, deliverables, or materials produced by the Community Partner in connection with the services are considered "work made for hire" and are the exclusive property of Tydii.

ii.            If work product or deliverables are not deemed "work made for hire" under applicable law, the Community Partner assigns, transfers, and conveys all rights, title, and interest in such work to Tydii.

c.      License to Use Community Partner’s Intellectual Property:

i.            The Community Partner grants Tydii a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute any pre-existing intellectual property necessary for service provision.

ii.            This license includes sub-licensing rights to Tydii's affiliates and customers for enjoying the full benefits of the services.

d.      No Unauthorized Use or Disclosure:

i.            The Community Partner shall not use, disclose, or allow third parties to access any confidential or proprietary information of Tydii, including trade secrets and trademarks, without express written authorization.

ii.            Necessary steps must be taken to prevent unauthorized use or disclosure of Tydii's intellectual property.

e.      Indemnification for Intellectual Property Infringement:

i.            The Community Partner indemnifies, defends, and holds Tydii harmless from any claims or liabilities arising from third-party intellectual property infringement due to the Community Partner's services or use of materials.

f.        Ownership of Improvements and Modifications:

i.            Any improvements, modifications, or enhancements made by the Community Partner to Tydii’s existing intellectual property are the exclusive property of Tydii.

ii.            The Community Partner promptly discloses and assigns all rights, title, and interest in such improvements to Tydii without additional compensation.

g.      Audit Rights for Intellectual Property Compliance:

i.            Tydii retains the right to audit and inspect the Community Partner's compliance with intellectual property provisions, ensuring proper use and adherence to the agreement.

h.      Modifications to Intellectual Property Terms:

i.            Tydii reserves the right to modify ownership and licensing terms related to intellectual property with reasonable notice.

12.                         LIMITATION OF LIABILITY

a.      Company's Limited Liability:

i.            Tydii's liability for direct damages arising from this agreement is limited to the total fees paid to the Community Partner within the twelve (12) months preceding the event prompting the claim.

ii.            Under no circumstances will Tydii be liable for consequential, indirect, or special damages, including but not limited to loss of profits, business interruption, or loss of data.

b.      Community Partner's Limited Liability:

i.            The Community Partner's liability for direct damages related to service provision is limited to the total fees received from Tydii in the twelve (12) months preceding the claim.

ii.            The Community Partner is not liable for consequential, indirect, or special damages, such as loss of profits, business interruption, or loss of data.

c.      Exceptions to Liability Limitations:

i.            Limitations do not apply to damages arising from willful misconduct, fraud, or gross negligence by either party.

ii.            Liability limitations are inapplicable to breaches of confidentiality or unauthorized use/disclosure of intellectual property.

d.      Mutual Indemnification:

i.            Both parties agree to indemnify, defend, and hold each other harmless against third-party claims resulting from willful misconduct, fraud, or gross negligence.

ii.            Indemnification obligations are exempt from the liability limitations outlined in this agreement.

e.      Insurance Requirements:

i.            The Community Partner must maintain liability insurance consistent with industry standards.

ii.            Tydii retains the right to review and approve the Community Partner's insurance policies and coverage.

iii.            Tydii must be listed as an additional insured on the Community Partner's insurance policies for covered claims.

f.        Notice and Cure Periods:

i.            The aggrieved party must promptly provide written notice of a potential claim or breach to the other party.

ii.            The breaching party is granted a reasonable cure period to rectify the issue before legal action is pursued.

g.      Dispute Resolution:

i.            Disputes must be resolved through good faith mediation before litigation.

ii.            If a mediator cannot be agreed upon, Tydii reserves the right to suggest one.

iii.            Each party bears its own mediation costs, but Tydii may recover legal fees if it prevails in a dispute.

h.      Rights Preservation for Tydii:

i.            Tydii retains the right to seek indemnification for damages caused by the Community Partner's willful misconduct, fraud, or gross negligence.

ii.            Tydii's entitlement to timely payment for services rendered by the Community Partner is unaffected by liability limitations.

13.                         INDEPENDENT CONTRACTOR STATUS

a.      Nature of Relationship:

i.            The Community Partner acknowledges their status as an independent contractor, not an employee of Tydii.

ii.            This agreement does not create an employment relationship between the Community Partner and Tydii.

b.      Independent Contractor Status:

i.            The Community Partner is responsible for all tax liabilities, insurance, and benefits associated with their independent contractor status.

ii.            Services will be performed with full autonomy and independence, as outlined in this agreement.

c.      Control and Autonomy:

i.            Tydii retains no control over how the Community Partner performs the services, granting full discretion over methods, tools, and working hours.

ii.            The Community Partner’s independence reinforces their non-employee status.

d.      No Employee Benefits:

i.            The Community Partner is not entitled to any employee benefits from Tydii, including health insurance, retirement plans, or paid time off.

ii.            Compensation is inclusive of all costs related to the services rendered.

e.      Tax Obligations:

i.            The Community Partner is solely responsible for reporting and remitting taxes related to compensation received under this agreement.

ii.            Tydii does not withhold taxes on behalf of the Community Partner.

f.        Contractor's Liability:

i.            The Community Partner assumes liability for expenses, costs, or damages incurred during service provision.

ii.            Tydii holds no responsibility for liabilities arising from the Community Partner’s actions or omissions.

g.      Exclusive Renewal Commitment by Tydii:

i.            Following the initial one-year term, Tydii commits to engaging the Community Partner for the specified services during a subsequent three-year renewal period.

ii.            Tydii retains the right to prioritize the Community Partner's services within the defined scope of this agreement.

h.      Community Partner's Exclusive Commitment:

i.            The Community Partner agrees not to enter into agreements with other entities for identical or directly comparable services during the exclusive renewal term.

ii.            This ensures the Community Partner’s dedicated provision of services to Tydii during the renewal period.

i.        Company's Right to Engage Other Community Partners:

i.            Tydii reserves the right to actively collaborate and engage with additional Community Partners offering similar or complementary services as needed.

ii.            This flexibility ensures Tydii can meet customer demand and adapt to market dynamics.

j.        Flexibility Clause:

i.            The Community Partner acknowledges Tydii's marketplace nature and the necessity to engage other Community Partners.

14.                         SUBCONTRACTING

a.      Right to Subcontract:

i.            The Community Partner may subcontract portions of the services outlined in this agreement.

ii.            Subcontracting can involve engaging third-party entities or individuals to fulfill specific tasks or responsibilities under the Community Partner's purview.

b.      Notification Requirement:

i.            The Community Partner must provide written notification to Tydii before subcontracting any portion of the services.

ii.            The notification must include:

1.      The scope of subcontracted services.

2.      The identity of the subcontractor.

3.      A brief overview of the subcontractor’s qualifications.

c.      Approval Process:

i.            Tydii reserves the right to review and approve subcontractors engaged by the Community Partner.

ii.            Approval shall not be unreasonably withheld, and Tydii will respond within a reasonable timeframe.

d.      Qualification Standards:

i.            Subcontractors must meet the same standards and qualifications outlined for the Community Partner in this agreement.

ii.            The Community Partner is responsible for ensuring subcontractors possess the necessary skills, expertise, and integrity to perform effectively.

e.      Liability and Accountability:

i.            The Community Partner retains full liability and accountability for the performance of subcontractors.

ii.            Any breaches of this agreement by subcontractors will be treated as breaches by the Community Partner, who must promptly address and remedy them.

f.        Continuous Communication:

i.            The Community Partner must maintain open communication with Tydii about subcontracting arrangements throughout the agreement term.

ii.            Any changes to subcontractors or additional subcontracting arrangements must be promptly communicated to Tydii.

g.      Contractual Obligations:

i.            Subcontracting arrangements must be governed by contracts between the Community Partner and subcontractors.

ii.            These contracts must not conflict with the terms and obligations outlined in this agreement between Tydii and the Community Partner.

15.                         PERFORMANCE STANDARDS OF COMMUNITY PARTNERS

a.      Service Quality:

i.            Maintain high standards of service quality aligned with industry best practices.

ii.            Ensure customer satisfaction consistently meets or exceeds predetermined benchmarks through feedback and reviews.

b.      Timeliness and Punctuality:

i.            Deliver services (laundry, dry cleaning, alterations, and repairs) within agreed-upon timelines.

ii.            Adhere strictly to designated schedules and pickup/delivery windows.

c.      Accuracy and Precision:

i.            Ensure precise fulfillment of garment care instructions, alterations, and repair specifications.

ii.            Consistently demonstrate accuracy in garment handling and processing.

d.      Communication Responsiveness:

i.            Effective Communication Channels: Maintain prompt and effective communication with Tydii, acknowledging inquiries and requests promptly.

ii.            Timely Responses: Respond to Tydii communications, including inquiries and notifications, within pre-established response times.

iii.            Delivery Driver Coordination: Maintain open communication with Delivery Drivers and respond promptly to their queries and updates.

iv.            Customer Interaction: Address customer inquiries and resolve issues within the agreed timelines to enhance customer experience.

v.            Proactive Updates: Communicate operational updates, challenges, or anticipated service changes proactively to Tydii.

e.      Data Accuracy and Reporting:

i.            Provide accurate and up-to-date data on transaction trends, customer behavior, and other analytics.

ii.            Ensure timely and formatted reporting to facilitate meaningful analysis.

f.        Efficiency in Digital Tools Utilization:

i.            Efficiently use digital tools provided by Tydii to optimize the laundry delivery process.

ii.            Ensure adoption and utilization of tools contribute to increased operational efficiency.

g.      Adherence to Marketing Initiatives:

i.            Actively participate in marketing initiatives, including promotions, discounts, and loyalty programs.

ii.            Collaborate with Tydii to support promotional activities and campaigns.

h.      Customer Relationship Management:

i.            Foster customer loyalty and repeat business through effective relationship management practices.

ii.            Address customer concerns and complaints satisfactorily and promptly.

i.        Flexibility and Adaptability:

i.            Adapt to changing business requirements, seasonal demands, and evolving customer preferences.

ii.            Adjust service offerings and operations proactively to align with market dynamics.

j.        Continuous Improvement:

i.            Seek opportunities for ongoing improvement in service delivery, efficiency, and customer satisfaction.

ii.            Conduct regular self-assessments and implement initiatives to enhance overall performance.

16.                         CHANGE CONTROL

a.      Introduction:

i.            This procedure ensures a collaborative and proactive approach to service enhancements, emphasizing the Company’s robust rights and protections while fostering mutual benefit.

ii.            Both the Community Partner and the Company align efforts to optimize service quality, operational efficiency, and overall performance.

b.      Proactive Partnership for Positive Change:

i.            Change requests, reflecting innovation and growth, may originate from either party to address evolving market dynamics and customer needs.

ii.            Both parties commit to seeking opportunities that enhance service delivery and mutual success.

c.      Comprehensive Evaluation for Informed Decision-Making:

i.            The Community Partner evaluates change requests for feasibility, service impact, operational efficiency, and financial implications.

ii.            The Company collaborates to provide insights, ensuring changes align with strategic objectives and deliver tangible benefits.

d.      Empowering the Company's Decision-Making Authority:

i.            The Company holds exclusive authority to approve, modify, or reject proposed changes, safeguarding its interests and prioritizing shared objectives.

ii.            Decisions are guided by transparency, fairness, and the Company’s strategic priorities.

e.      Collaborative Implementation for Optimal Results:

i.            Approved changes are implemented collaboratively to ensure seamless integration and minimal disruption.

ii.            Both parties focus on maximizing benefits and strengthening their partnership through effective execution.

f.        Resolving Challenges Through Constructive Dialogue:

i.            Disagreements are addressed through open dialogue and cooperative communication, ensuring the Company’s rights remain protected.

ii.            Solutions are aimed at mutual acceptance, preserving the partnership’s integrity and fostering growth.

g.      Documenting Success for Continuous Improvement:

i.            Detailed records of evaluations, decisions, and implementations are maintained to assess progress and identify areas for improvement.

ii.            Documentation serves as a foundation for ongoing enhancement of service delivery and operational practices.

h.      Embracing Mutual Benefits for Long-Term Success:

i.            A collaborative change control approach unlocks opportunities for innovation, customer satisfaction, and shared objectives.

ii.            Transparent communication, shared decision-making, and partnership focus lay the groundwork for sustained mutual success.

17.                         INSURANCE

a.      Insurance Coverage Recommendation:

i.            The Company strongly advises the Community Partner to maintain specific types and levels of insurance coverage to ensure mutual protection and effective risk management.

ii.            Recommended coverage includes:

1.      Liability insurance for damages, mishandling, loss, or theft of customer garments.

2.      General liability insurance for risks associated with service provision.

b.      Benefits of Insurance Coverage:

i.            Comprehensive insurance coverage safeguards both the Community Partner and the Company against unforeseen circumstances and potential liabilities.

ii.            Maintaining such coverage enhances the stability, resilience, and longevity of the business relationship, contributing to a robust partnership.

c.      Indemnification Without Coverage:

i.            Should the Community Partner choose not to maintain insurance coverage:

1.      The Company is fully indemnified against liabilities or damages arising from the Community Partner's actions or omissions.

2.      The Community Partner assumes full responsibility for any potential risks, liabilities, or damages.

ii.            The Company reserves the right to explore alternative risk mitigation measures in such scenarios.

18.                         NON-SOLICITATION

a.      Restriction on Solicitation:

i.            During the term of this agreement and for a period of ten (10) years following its termination, the Community Partner agrees not to directly or indirectly:

1.      Solicit, entice, or induce any employee, client, or contractor of the Company to cease their relationship with the Company.

2.      Engage in business with the Company’s employees, clients, or contractors for the benefit of the Community Partner or any third party.

b.      Acknowledgment of Company Assets:

i.            The Community Partner acknowledges that:

1.      Relationships with the Company’s employees, clients, and contractors are valuable assets essential to the Company’s operations.

2.      Activities undermining these relationships, such as solicitation or recruitment, are prohibited.

c.      Consequences of Breach:

i.            Any breach of this clause may result in irreparable harm to the Company, for which monetary damages may be inadequate.

ii.            In the event of a breach, the Company reserves the right to seek:

1.      Injunctive relief to prevent further harm.

2.      Any other remedies available at law or in equity.

d.      Return of Confidential Materials:

i.            Upon termination of the agreement, the Community Partner shall:

1.      Return all confidential information or proprietary materials obtained during the engagement.

2.      Refrain from using such materials for personal or third-party benefit.

e.      Survival of Clause:

i.            This non-solicitation clause shall survive the termination of the agreement and remain in full force and effect thereafter.

19.                         Comprehensive Client Approval Process with Mutual Agreement

a.      Detailed Service Agreement:

i.            The Company and the Community Partner collaboratively establish a comprehensive service agreement at the onset of the engagement.

ii.            The agreement includes:

1.      Project scope, deliverables, and timelines.

2.      Performance metrics and unique requirements.

iii.            This document serves as the foundation for the approval process and guides the project lifecycle.

b.      Work Execution and Delivery:

i.            The Community Partner executes tasks with professionalism and diligence while maintaining transparent communication.

ii.            Responsibilities include:

1.      Providing progress updates and promptly addressing concerns.

2.      Adhering to timelines and specifications outlined in the service agreement.

c.      Robust Quality Assurance and Review:

i.            Upon task completion, the Community Partner conducts a thorough quality assurance review to ensure:

1.      Deliverables meet quality standards and align with agreed specifications.

2.      Accuracy, completeness, and compliance with industry and regulatory requirements.

d.      Joint Client Approval Process:

i.            Both the Company and the Community Partner collaborate to present work to the client for review and feedback.

ii.            Clients are allotted a designated timeframe to:

1.      Evaluate deliverables.

2.      Provide approval or request revisions.

e.      Collaborative Decision-Making and Iterative Refinement:

i.            Both parties have equal authority to approve or reject deliverables based on agreed criteria.

ii.            The process allows for iterative refinement based on client feedback to optimize outcomes and ensure satisfaction.

f.        Continuous Improvement and Adaptation:

i.            Feedback from the approval process drives ongoing dialogue and refinement of processes.

ii.            This ensures service delivery remains dynamic and responsive to client needs and industry trends.

g.      Protection of Both Parties' Interests:

i.            Both the Company and the Community Partner retain the authority to ensure deliverables align with agreed standards.

ii.            This mutual commitment ensures quality, accountability, and trust within the partnership.

h.      Formal Documentation and Records Management:

i.            Comprehensive documentation of communications, decisions, approvals, and revisions is maintained.

ii.            Records serve as a reference for future projects, audits, or disputes, ensuring transparency and accountability.

i.        Continuous Training and Development:

i.            Both parties prioritize training initiatives to enhance capabilities and service quality.

ii.            Programs include education on industry trends, technological advancements, and best practices to exceed client expectations.

20.                         Termination Clause with Consideration for the Community Partner

a.      Conditions for Termination:

i.            Performance Considerations:

1.      The Company reserves the right to terminate this agreement if, at its sole discretion, the Community Partner's performance fails to meet the standards outlined in the agreement or does not align with the Company's expectations for quality, timeliness, or professionalism.

ii.            Strategic Considerations:

1.      Termination may occur if the Company undergoes strategic shifts, organizational restructuring, or changes in business priorities requiring the alignment of operations with new objectives.

b.      Notice Requirements:

i.            Written Notice:

1.      The Company will provide written notice of termination without cause.

ii.            Notice Period:

1.      The duration of the notice period will depend on factors such as the nature and duration of services provided, the Community Partner's reliance on the agreement, and any legal or contractual obligations.

c.      Equitable Obligations:

i.            Continued Access to Resources:

1.      The Company will grant the Community Partner access to certain resources, tools, or facilities for 90 days post-termination to facilitate the transition or completion of ongoing projects.

ii.            Training and Development Opportunities:

1.      The Company will offer access to training programs, workshops, or professional development resources for 90 days post-termination to support the Community Partner’s future endeavors.

iii.            Access to Client Feedback:

1.      The Company will share client feedback and insights to provide constructive criticism and recommendations for the Community Partner’s service improvements.

iv.            Extended Payment Terms:

1.      The Company will provide extended payment terms for outstanding invoices or payments owed, offering financial flexibility during the transition period.

d.      Mutual Acknowledgment of Rights and Responsibilities:

i.            Both parties agree that termination without cause safeguards the flexibility and interests of both parties.

ii.            The termination clause shall be governed and interpreted under the laws applicable to the jurisdiction of the agreement.

e.      Good Faith Efforts and Amicable Resolution:

i.            Both parties commit to resolving outstanding issues or disputes amicably and in good faith.

ii.            Unresolved matters will follow alternative dispute resolution mechanisms outlined in the agreement to achieve equitable resolutions.

f.        Effective Date of Termination:

i.            Termination becomes effective after the notice period specified in the termination notice, unless otherwise agreed upon in writing by both parties.

21.                         Compliance with Laws

a.      Legal Compliance:

i.            The Community Partner agrees to adhere to all applicable local, state, federal, and international laws and regulations related to the services provided under this agreement, including but not limited to those governing labor practices, health and safety standards, data protection, and taxation.

b.      Regulatory Compliance:

i.            Full compliance with relevant regulatory requirements, including obtaining necessary permits, licenses, and certifications, is mandatory to ensure lawful and ethical operations.

c.      Industry Standards:

i.            The Community Partner commits to maintaining the highest standards of professionalism, integrity, and quality, staying informed of emerging trends and advancements within their field to continuously improve service delivery.

d.      Quality Assurance:

i.            Robust quality assurance processes will be implemented to ensure services meet or exceed agreed-upon expectations. Regular monitoring and evaluation will be conducted to maintain compliance with industry standards.

e.      Documentation and Record-Keeping:

i.            Accurate and up-to-date records of all service-related activities, transactions, and interactions will be maintained. These records shall be available for review by the Company or relevant regulatory authorities upon request.

f.        Notification of Non-Compliance:

i.            The Community Partner will promptly notify the Company of any suspected or actual non-compliance with laws, regulations, or industry standards and take immediate corrective actions to address the issue.

g.      Indemnification:

i.            The Community Partner shall indemnify and hold the Company harmless against any liabilities, damages, fines, penalties, or legal actions resulting from the Community Partner’s non-compliance.

h.      Mutual Acknowledgment:

i.            Both parties agree that compliance with all relevant laws and standards is critical to preserving the integrity, reputation, and legality of their operations. This clause will be interpreted according to the prevailing legal framework governing the services.

i.        Effective Date and Duration:

i.            This compliance clause will remain effective throughout the duration of the agreement unless amended or terminated in writing by mutual agreement.

22.                         Disaster Recovery and Business Continuity Plan

a.      Risk Assessment and Analysis:

i.            Conduct thorough evaluations to identify potential threats such as natural disasters, cyber-attacks, equipment failures, and other disruptions.

ii.            Analyze vulnerabilities to develop a comprehensive understanding of risks affecting business operations.

b.      Business Impact Analysis and Prioritization:

i.            Assess the potential consequences of identified risks on critical business functions, infrastructure, and stakeholders.

ii.            Prioritize recovery efforts based on impact analysis to allocate resources effectively during disruptions.

c.      Customized Disaster Recovery Strategies:

i.            Data Backup and Recovery: Perform regular off-site backups for rapid data recovery in case of loss or corruption.

ii.            Redundant Systems: Deploy systems and infrastructure to minimize single points of failure.

iii.            Cloud-Based Solutions: Use cloud platforms for scalability and resilience in data storage and applications.

iv.            Emergency Response Plans: Define roles, responsibilities, and protocols for crisis management.

v.            Alternative Work Arrangements: Enable remote work or off-site operations during access restrictions.

vi.            Vendor and Supplier Coordination: Collaborate to ensure supply chain continuity and coordinated response efforts.

vii.            Communication and Coordination:

viii.            Establish robust communication channels, escalation procedures, and stakeholder contact lists.

ix.            Facilitate seamless coordination with employees, clients, vendors, and authorities during emergencies.

d.      Training and Preparedness:

i.            Conduct regular drills, training sessions, and readiness exercises to familiarize teams with recovery procedures.

ii.            Use simulated scenarios to test response plans and identify areas for improvement.

e.      Continuous Monitoring and Review:

i.            Regularly evaluate and update recovery plans to address evolving threats and industry standards.

ii.            Incorporate feedback from post-incident reviews and audits to enhance strategies.

f.        Compliance and Documentation:

i.            Ensure alignment with relevant standards, regulations, and contractual obligations through audits and assessments.

ii.            Maintain updated documentation of disaster recovery plans reflecting changes in operations or technology.

g.      Proactive Engagement:

i.            Collaborate with emergency response agencies, local communities, and industry associations.

ii.            Share best practices and contribute to resilience-building initiatives to strengthen collective disaster response capabilities.

23.                         Performance-Based Evaluation and Accountability Framework

a.      Commitment to Service Excellence

i.            Upholding Service Standards:

1.      The Community Partner is expected to consistently align with the Company’s high standards for service quality, as measured by customer satisfaction, feedback, and the Company’s internal reviews.

2.      The Company may provide support and recommendations to the Community Partner to address any areas requiring improvement to maintain exceptional service delivery.

ii.            Timely and Reliable Service:

1.      Consistency in meeting agreed-upon schedules, including pickup and delivery times, is a critical component of service reliability.

2.      The Company reserves the right to assess performance regularly to ensure that timelines are met and that customers experience seamless service.

iii.            Accuracy in Order Fulfillment:

1.      The Community Partner is responsible for maintaining accuracy in fulfilling customer orders, ensuring compliance with specified garment care instructions and preferences.

2.      The Company retains the authority to evaluate order accuracy and address any concerns that may impact customer satisfaction.

b.      Support for Continuous Improvement

i.            Constructive Feedback:

1.      The Company will provide feedback and resources to assist the Community Partner in achieving and maintaining optimal service standards.

2.      Performance evaluations will emphasize collaboration, identifying strengths and areas for growth in a constructive manner.

ii.            Professional Development Opportunities:

1.      The Company may offer optional training programs and tools designed to support the Community Partner in refining skills and staying aligned with evolving industry practices.

iii.            Problem-Solving Collaboration:

1.      When service challenges arise, the Company will work closely with the Community Partner to address issues and implement practical solutions, ensuring minimal disruption to customers.

c.      Fair and Transparent Oversight

i.            Clear Expectations:

1.      The Company will define reasonable performance expectations and communicate them clearly to the Community Partner, ensuring mutual understanding of service objectives.

ii.            Monitoring and Adjustments:

1.      The Company reserves the right to review performance regularly and make necessary adjustments to orders or resource allocation based on the Community Partner’s performance metrics.

iii.            Opportunities for Resolution:

1.      If performance concerns persist, the Company may require the Community Partner to engage in a structured improvement process to address and resolve identified issues.

d.      Maintaining a Collaborative Partnership

i.            Positive Recognition:

1.      The Company values the Community Partner’s contributions and will recognize consistent, high-quality performance as part of a positive working relationship.

ii.            Pathways for Success:

1.      The Company will remain committed to supporting the Community Partner’s efforts to meet and exceed expectations, fostering a culture of mutual respect and shared success.

e.      Protecting the Company’s Interests

i.            Right to Modify Allocations:

1.      The Company reserves the right to adjust or reallocate work if service expectations are not met, ensuring the consistent delivery of high-quality customer experiences.

ii.            Final Authority on Performance Matters:

1.      The Company retains full discretion to implement measures necessary to safeguard service standards, including adjusting operational strategies or re-evaluating partnerships as required.

24.                         Notices of Breach: Comprehensive Framework

a.      Identification of Breach

i.            The aggrieved party shall notify the breaching party in writing upon identifying a breach, ensuring prompt communication.

ii.            Notifications must detail:

1.      The nature of the breach.

2.      Specific contractual provisions or obligations violated.

iii.            This transparent approach reinforces the Company's authority to enforce contractual terms and protect its interests.

b.      Cure Period

i.            A cure period, as determined by the Company, will be provided to the breaching party for rectification.

ii.            The length of the cure period will reflect the severity and impact of the breach.

iii.            This ensures timely remediation, preserving the partnership while safeguarding the Company’s operational integrity.

c.      Notification Content

i.            The notification of breach will include:

1.      A clear, detailed description of the breach, supported by evidence.

2.      The deadline for rectifying the breach, specifying the cure period.

3.      Consequences for non-compliance, such as penalties, remedies, or potential termination.

4.      This comprehensive documentation enables decisive action while maintaining transparency and accountability.

d.      Consequences of Non-Compliance

i.            Notifications will clearly outline repercussions for failing to cure the breach within the stipulated time frame.

ii.            Potential consequences may include:

1.      Imposition of penalties or remedies.

2.      Suspension of services or termination of the agreement.

iii.            This clarity establishes accountability and reinforces adherence to obligations.

e.      Reservation of Rights

i.            The notification shall expressly reserve all rights and remedies available to the Company under the agreement and applicable laws.

ii.            This ensures the Company retains full authority to protect its interests and address breaches effectively.

f.        Confidentiality Protections

i.            Notifications will reiterate obligations to safeguard the Company’s proprietary information and intellectual property.

ii.            This protection fosters trust, preserves sensitive data, and maintains the integrity of the partnership.

g.      Legal Safeguards

i.            Legal provisions, such as indemnification clauses and jurisdictional protections, will be enforced to protect the Company in any dispute arising from the breach.

ii.            These safeguards underscore the Company's rights and ensure fairness in addressing contractual violations.

h.      Regular Review and Update

i.            The breach notification process will undergo periodic review and updates to align with evolving business needs and priorities.

ii.            This commitment to continuous improvement enhances breach management effectiveness and responsiveness.

25.                         Audit Rights: Ensuring Transparency and Compliance

a.      Right to Audit

i.            The Company reserves the unequivocal right to audit all records related to services provided by the Community Partner.

ii.            Audits may encompass:

1.      Financial records.

2.      Operational procedures.

3.      Quality control measures.

4.      Other relevant documentation.

iii.            The primary purpose is to ensure compliance with contractual obligations and regulatory requirements.

b.      Verification and Oversight

i.            Audits serve to:

1.      Verify adherence to performance standards and agreement terms.

2.      Monitor compliance with applicable laws and regulations.

ii.            This process provides the Company with critical insights into the Community Partner’s operations for effective oversight.

c.      Cooperation and Access

i.            The Community Partner shall:

1.      Fully cooperate with the Company during audits.

2.      Provide unrestricted access to all relevant records and information.

d.      Consequences of Non-Compliance

i.            Failure to comply with audit requests constitutes a breach of the agreement.

ii.            Non-compliance may lead to remedies or penalties as outlined in the agreement.

e.      Upholding Transparency and Accountability

i.            The audit process reinforces the Company’s commitment to:

1.      Transparency in operations.

2.      Accountability to stakeholders.

3.      Ensuring contractual and regulatory compliance.

f.        Safeguarding Partnership Integrity

i.            Regular audits protect the integrity of the partnership by:

1.      Promoting mutual trust and accountability.

2.      Ensuring alignment with agreed-upon standards and expectations.

g.      Protection of Company Interests

i.            Audits act as a safeguard for the Company’s investments and interests by:

1.      Identifying discrepancies.

2.      Addressing areas for improvement promptly.

h.      Continuous Improvement and Compliance

i.            Regular audits demonstrate the Company’s commitment to:

1.      Ongoing improvement in service quality.

2.      Maintaining compliance with evolving regulatory standards.

i.         Enforcement of Contractual Obligations

i.            Audits ensure:

1.      Both parties adhere to their commitments under the agreement.

2.      A structured approach to resolving discrepancies or disputes effectively.

j.         Mutual Benefit and Collaboration

i.            The audit process fosters:

1.      Transparency and trust between the Company and the Community Partner.

2.      A mutually beneficial relationship based on shared values and a dedication to excellence in service delivery.

26.                         Technology and Equipment: Roles and Responsibilities

a.      Company's Responsibilities

i.            Provision of Resources:

1.      The Company will supply necessary technology, equipment, and tools, including software applications and additional tools deemed essential for the Community Partner to deliver services effectively.

ii.            Quality Assurance and Maintenance:

1.      All provided resources will meet quality standards, ensuring they are fit for purpose and maintained in optimal working condition throughout the agreement.

iii.            Timely Delivery:

1.      The Company is responsible for delivering these resources well in advance of the Community Partner's service commencement, enabling preparedness and efficiency.

iv.            Training and Support:

1.      Comprehensive training and ongoing technical support will be provided to the Community Partner to facilitate proficient use of the resources.

v.            Upgrades and Repairs:

1.      The Company will oversee timely upgrades, repairs, and maintenance of the provided resources to ensure continued functionality and efficiency.

vi.            Technical Expertise Access:

1.      The Company will make technical assistance readily available for troubleshooting, optimizing usage, and resolving concerns related to the provided resources.

vii.            Legal and Safety Compliance:

1.      All resources provided, including software applications and additional tools, will adhere to applicable legal, regulatory, and safety standards to mitigate risks and liabilities.

b.      Community Partner's Responsibilities

i.            Authorized Use:

1.      The Community Partner will use the provided resources solely for the purposes outlined in the agreement and take measures to prevent unauthorized use or access.

ii.            Resource Protection:

1.      Adequate security measures will be implemented to safeguard the provided resources from unauthorized access, data breaches, or cyber threats.

iii.            Confidentiality:

1.      The Community Partner must ensure the confidentiality of any sensitive information or intellectual property associated with the provided resources.

iv.            Compliance with Usage Guidelines:

1.      Strict adherence to the Company's usage policies, including restrictions on sharing credentials, modifying configurations, or installing unauthorized software, is mandatory.

v.            Incident Reporting:

1.      Any security incidents, data breaches, or suspected unauthorized access to the provided resources must be reported to the Company immediately to enable swift remediation and risk mitigation.

27.                         Force Majeure Clause

a.      Definition of Force Majeure

i.            A "force majeure event" refers to unforeseeable circumstances beyond the reasonable control of either party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, or other events commonly recognized as force majeure.

ii.            During such events, the affected party shall be excused from performing its obligations under this agreement to the extent and for the duration of the event.

b.      Notification Requirements

i.            The affected party must promptly notify the other party in writing upon the occurrence of a force majeure event.

ii.            The notice should include:

1.      A detailed description of the event.

2.      Its anticipated impact on performance.

3.      Steps being taken to mitigate its effects.

c.      Suspension of Obligations

i.            Obligations affected by the force majeure event will be suspended for its duration.

ii.            No penalties or liabilities will be incurred for non-performance during this period.

d.      Mitigation Efforts

i.            Both parties shall take reasonable measures to mitigate the effects of the force majeure event.

ii.            Efforts must be made to resume performance as soon as practicable.

e.      Extension of Time

i.            Deadlines for obligations impacted by the force majeure event will be extended by:

1.      The duration of the event.

2.      An additional reasonable period to account for delays caused by the event.

f.        Termination Rights

i.            If the force majeure event persists beyond a specified timeframe, either party may terminate the agreement with written notice.

ii.            Termination will not incur penalties or liabilities, subject to any applicable termination provisions.

g.      No Waiver

i.            Failure to enforce any provision of this clause does not constitute a waiver of rights or provisions.

ii.            This clause and the agreement remain fully enforceable.

h.      Continued Performance

i.            If only part of the agreement is affected by the force majeure event, both parties will continue performing unaffected obligations to the extent feasible.

i.         Good Faith Cooperation

i.            The parties shall cooperate in good faith to address disputes or challenges arising from the force majeure event.

ii.            Efforts will focus on minimizing disruption and finding amicable solutions.

j.         Notices

i.            All notices under this clause must:

1.      Be in writing.

2.      Delivered via certified mail, email, or other verifiable communication methods to the addresses specified in the agreement.

28.                         Government Regulations Clause

a.      Adherence to Regulations

i.            The Community Partner is required to fully comply with all applicable laws, regulations, and directives issued by relevant governmental authorities concerning the services provided under this agreement.

ii.            This includes, but is not limited to, compliance with labor laws, health and safety regulations, environmental standards, and data protection laws.

b.      Industry-Specific Standards

i.            The Community Partner must also adhere to relevant industry-specific standards, guidelines, and best practices.

ii.            These standards may be established by professional associations, accreditation bodies, or regulatory organizations overseeing the industry.

c.      Monitoring and Updates

i.            The Community Partner is responsible for actively monitoring changes in government regulations and industry requirements.

ii.            Any updates or changes that impact service delivery must be promptly communicated to the Company to maintain compliance.

d.      Implementation of Compliance Measures

i.            The Community Partner shall establish and enforce policies, procedures, and training programs to ensure adherence to all applicable laws and standards.

ii.            Regular internal audits or reviews must be conducted to assess compliance levels and address any deficiencies.

e.      Documentation and Record-Keeping

i.            The Community Partner is required to maintain accurate and updated documentation demonstrating compliance with government and industry standards.

ii.            This includes certifications, licenses, permits, and any legally mandated records.

iii.            Such documentation must be readily available for review upon the Company’s request.

f.        Risk Management and Reporting

i.            The Community Partner must identify, assess, and mitigate risks related to non-compliance with regulations or standards.

ii.            Any instances of actual or potential non-compliance must be reported immediately to the Company, along with a detailed plan for corrective action.

g.      Collaboration with Regulatory Authorities

i.            The Community Partner is obligated to cooperate fully with any inspections, investigations, or inquiries conducted by regulatory authorities.

ii.            This includes granting access to facilities, records, and personnel as required by law.

h.      Commitment to Ethical Conduct

i.            All activities carried out by the Community Partner under this agreement must reflect ethical practices, including integrity, honesty, and transparency.

ii.            The Community Partner must refrain from any actions that could lead to regulatory violations or harm the Company’s reputation.

29.                         Sustainability and Environmental Compliance Clause

a.      Environmental Responsibility

i.            Both the Company and the Community Partner are committed to environmental stewardship by adhering to all applicable environmental laws, regulations, and standards.

ii.            The Community Partner shall integrate environmentally responsible practices into their operations to protect the environment and promote a sustainable business model.

b.      Promoting Sustainability

i.            The Community Partner commits to incorporating eco-friendly initiatives into daily operations, reducing environmental impacts, and conserving natural resources.

ii.            Collaborative efforts between the Company and the Community Partner aim to contribute positively to a sustainable future.

c.      Resource Efficiency

i.            The Community Partner shall adopt resource-efficient practices to minimize waste and optimize resource utilization.

ii.            These efforts enhance operational efficiency while reducing environmental impact, creating mutual benefits for both parties.

d.      Green Procurement Practices

i.            The Community Partner prioritizes the procurement of environmentally friendly products and services wherever feasible.

ii.            This aligns with the Company’s sustainability values, ensuring a supply chain that reflects responsible and eco-conscious business practices.

e.      Emissions Reduction Strategies

i.            Measures to reduce emissions and pollutants, such as optimizing delivery routes or adopting energy-efficient technologies, shall be implemented by the Community Partner.

ii.            These efforts support environmental health and address climate change risks, benefiting both parties and the broader community.

f.        Environmental Impact Assessment

i.            The Community Partner shall conduct environmental impact assessments to identify and mitigate potential environmental risks associated with their operations.

ii.            Proactive risk management enhances project sustainability and fosters a cooperative approach to environmental management.

g.      Community Engagement

i.            The Community Partner will actively engage with local communities to promote environmental awareness and responsibility.

ii.            Initiatives such as educational programs or outreach activities demonstrate the Community Partner’s commitment to sustainability and foster goodwill.

h.      Continuous Improvement

i.            Both parties commit to regularly evaluating and improving their sustainability practices.

ii.            By setting ambitious environmental goals and monitoring progress, the Company and the Community Partner exemplify a shared dedication to environmental excellence.

i.         Transparency and Accountability

i.            The Community Partner shall provide regular reports on sustainability efforts, including data on waste reduction, energy savings, and other eco-friendly initiatives.

ii.            This transparency ensures accountability and builds trust with stakeholders, reinforcing the partnership’s commitment to environmental responsibility.

j.         Mutual Benefits

i.            By integrating sustainability into their operations, both the Company and the Community Partner achieve shared environmental goals while driving business success.

ii.            Collaborative environmental initiatives enhance societal value and strengthen the partnership, demonstrating a united front in addressing environmental challenges.

30.                         Dispute Resolution Escalation Clause

a.       Informal Resolution Attempts

i.            Both parties agree to initially attempt resolving disputes informally through good faith discussions facilitated by designated representatives.

ii.            The Company retains the authority to guide and structure these discussions to ensure constructive and efficient resolution efforts.

b.      Escalation to Senior Management

i.            If informal discussions fail, the dispute will be escalated to senior management or executives from both parties.

ii.            The Company reserves the right to oversee and direct this escalation to ensure strategic and comprehensive review of the dispute.

c.      Mediation

i.            Should senior management discussions be unsuccessful, the Company may, at its sole discretion, opt for mediation by a neutral third-party mediator.

ii.            The mediator, chosen by the Company, will facilitate negotiations to reach an equitable resolution that aligns with the Company's interests.

d.      Arbitration

i.            If mediation does not resolve the dispute, the Company reserves the right to initiate binding arbitration through a reputable arbitration service.

ii.            The arbitrator(s), selected by the Company, will ensure impartiality and fairness. The arbitration decision shall be final and binding on both parties.

e.      Exception for Urgent Matters

i.            The Company retains the right to seek immediate injunctive relief or equitable remedies from a competent court for urgent matters requiring swift intervention.

ii.            This provision safeguards the Company’s interests in situations that may cause irreparable harm pending dispute resolution.

f.        Costs and Expenses

i.            Each party is responsible for its own costs incurred during the dispute resolution process, unless otherwise agreed in writing by the Company.

ii.            This provision underscores equitable cost management while enabling the Company to ensure fair distribution of expenses.

g.      Confidentiality

i.            All discussions, negotiations, and proceedings related to dispute resolution shall remain confidential.

ii.            The Company emphasizes confidentiality to protect sensitive information and maintain trust throughout the process.

h.      Continued Performance

i.            Both parties agree to continue fulfilling their obligations under the agreement during dispute resolution, as directed by the Company.

ii.            This ensures uninterrupted operations and services while the dispute is being addressed, minimizing disruptions to the partnership.

31.                         Data Security and Privacy

a.      Data Security Measures

i.            The Community Partner shall enforce comprehensive technical and organizational measures to secure the confidentiality, integrity, and availability of all data provided by the Company.

ii.            Measures must include encryption, access controls, regular security assessments, and monitoring systems to protect against unauthorized access, data breaches, or cyber threats.

b.      Compliance with Privacy Regulations

i.            The Community Partner is required to strictly comply with all applicable data protection laws, such as GDPR, CCPA, and other relevant regulations.

ii.            All data processing activities must be lawful, transparent, and aligned with industry standards to uphold data privacy and protection.

c.      Confidentiality Obligations

i.            All proprietary information disclosed by the Company, including business strategies, customer data, and trade secrets, must be treated as strictly confidential.

ii.            The Community Partner is prohibited from using or disclosing confidential information outside the scope of this agreement.

d.      Restricted Access to Data

i.            Data access shall be limited to authorized personnel who require it for legitimate purposes.

ii.            The Community Partner must regularly review and update access permissions to prevent unauthorized disclosure or misuse of confidential information.

e.      Encryption and Data Protection

i.            All data transmission and storage must use advanced encryption and industry-standard security measures.

ii.            The Community Partner shall employ best practices to ensure data remains secure and resilient against potential cyber threats.

f.        Employee Training and Awareness

i.            The Community Partner shall provide regular training to its employees on data security protocols, confidentiality requirements, and privacy regulations.

ii.            Employees must be equipped with the knowledge to effectively protect data and mitigate the risk of breaches.

g.      Incident Response and Notification

i.            In the event of a data breach or security incident, the Community Partner must notify the Company immediately.

ii.            The Community Partner must take immediate steps to contain the breach, conduct an investigation, and implement corrective actions to address vulnerabilities and mitigate harm.

h.      Audit and Compliance Monitoring

i.            The Company reserves the right to audit the Community Partner’s data security practices periodically to ensure compliance with this agreement and regulatory standards.

ii.            The Community Partner shall provide full cooperation, including access to relevant records and systems, during these audits.

i.         Subcontractors and Third Parties

i.            The Community Partner must ensure that any subcontractors or third-party Community Partners adhere to the same stringent data security and confidentiality standards outlined in this agreement.

ii.            The Community Partner remains fully accountable for the actions of its subcontractors and their compliance with data protection obligations.

j.         Data Retention and Disposal

i.            Confidential information must only be retained for the duration necessary to fulfill contractual or legal obligations.

ii.            Upon termination of the agreement, the Community Partner must securely return or dispose of all confidential data in accordance with the Company's instructions, ensuring no risk of unauthorized access or misuse.

32.                         Successors and Assigns

a.      Consent Requirement with Company Discretion

i.            Any assignment of rights or obligations under this agreement requires the prior written consent of the Company, which retains sole discretion in granting or withholding such consent.

ii.            This ensures that all assignments align with the Company's strategic goals, operational standards, and contractual requirements, maintaining the integrity of the agreement.

b.      Notification Requirement with Company Oversight

i.            The assigning party must provide written notice to the Company before any assignment, including detailed information about the proposed assignment and the successor or assign.

ii.            The Company reserves the right to review the proposed assignment thoroughly and request additional information or impose conditions to safeguard its interests.

c.      Assumption of Responsibilities with Company Approval

i.            The successor or assign must execute an assumption agreement explicitly accepting all rights and obligations under this agreement, subject to the Company's approval.

ii.            The Company retains authority to approve or deny the assumption based on the successor's ability to fulfill the obligations outlined in the agreement.

d.      Non-Assignment Provision with Company Protection

i.            Except as explicitly permitted, no rights or obligations under this agreement may be assigned or transferred without the Company's written consent, obtained via a formal amendment.

ii.            This provision ensures transparency and prevents unauthorized assignments, safeguarding the Company’s control over the agreement.

e.      Binding Effect with Company Assurance

i.            This agreement binds and benefits the parties and their respective successors and assigns, provided such successors or assigns have received the Company’s written consent as outlined herein.

ii.            This binding assurance reinforces the Company’s authority and guarantees the integrity of any assignment process.

33.                         Non-Disparagement

a.      Mutual Commitment to Professional Conduct

i.            Both Parties commit to maintaining professionalism and refraining from making negative, disparaging, or defamatory remarks about the other Party, whether orally or in writing.

b.      Scope of Prohibition

i.            Both Parties agree not to make statements that could reasonably harm the reputation, business interests, or goodwill of the other Party, directly or indirectly.

ii.            This prohibition extends to all forms of communication, including but not limited to social media, press releases, interviews, and internal discussions.

c.      Obligation of Non-Disclosure

i.            Disputes or disagreements arising from this agreement must remain confidential.

ii.            Disclosure of such matters requires prior written consent, except where legally mandated.

d.      Exceptions

i.            The non-disparagement clause does not restrict either Party from providing truthful statements to lawful requests by authorities or during legal proceedings.

e.      Enforcement and Remedies

i.            Violation of this clause constitutes a material breach, entitling the non-breaching Party to seek remedies such as injunctive relief, damages, or specific performance to enforce compliance.

f.        Survival of Clause

i.            This clause remains in effect indefinitely, including after the termination or expiration of the agreement, binding both Parties to its terms.

g.      Acknowledgment of Understanding

i.            Both Parties acknowledge full understanding and voluntary acceptance of this clause, recognizing it as a material inducement for entering into the agreement.

h.      Interpretation and Governing Law

i.            This clause shall be governed and interpreted in accordance with Delaware law, with any disputes arising under it subject to the exclusive jurisdiction of Delaware courts.

34.                         Training and Transition Assistance

a.      Training Obligation

i.            The Community Partner shall provide comprehensive training and transition assistance to the Company's personnel upon conclusion of services outlined in this agreement.

ii.            The goal is to equip the Company's personnel with a clear understanding of the Community Partner’s operations, systems, and processes relevant to the services provided.

b.      Scope of Training

i.            Training will include essential topics such as laundry procedures, dry cleaning protocols, garment care techniques, and any specialized tasks or requirements.

ii.            It will also cover the proper use of specific equipment, digital tools, software systems, and any proprietary methodologies employed by the Community Partner.

c.      Tailored Content

i.            Training content shall be tailored to suit the distinct roles, responsibilities, and skill levels of the Company's personnel.

ii.            Sessions may include hands-on demonstrations, interactive workshops, or online modules to ensure comprehensive understanding and engagement.

d.      Duration and Frequency

i.            Training sessions will be scheduled for sufficient duration to ensure thorough knowledge transfer and skill acquisition by the Company's personnel.

ii.            The number and length of sessions will be determined by the complexity of services and the size of the workforce involved.

e.      Documentation and Resources

i.            The Community Partner will provide written manuals, guides, and other supporting materials to supplement the training.

ii.            These resources will serve as valuable references for the Company's personnel in their ongoing operations.

f.        Follow-up Support

i.            The Community Partner will extend support after training to address any follow-up questions or challenges.

ii.            This may include access to support channels, periodic follow-ups, or additional training sessions as necessary.

g.      Evaluation and Feedback

i.            Feedback on the training program’s effectiveness and material clarity will be actively sought from the Company's personnel.

ii.            Suggestions and evaluations will be used to refine and enhance future training efforts to better meet the Company’s needs.

h.      Mutual Cooperation

i.            Both Parties commit to working collaboratively to ensure the success of the training and seamless transition of responsibilities.

ii.            Open and transparent communication will be upheld throughout the process to achieve mutual goals effectively.

35.                         Adherence to Comprehensive Standards

a.      Mutual Commitment to Ethical Standards

i.            Both the Company and the Community Partner commit to adhering to a comprehensive code of conduct tailored to the services provided.

ii.            This code fosters trust, integrity, and mutual respect in all interactions, forming the foundation of the partnership.

b.      Detailed Guidelines and Scope

i.            The code of conduct will include guidelines governing professional behavior, ethical practices, and industry-specific best practices.\

ii.            It will cover critical aspects such as customer relations, operational integrity, confidentiality, compliance, and continuous improvement.

c.      Customer-Centric Approach

i.            Both Parties prioritize exceptional service delivery, focusing on customer satisfaction and building long-term relationships.

ii.            Emphasis will be placed on responsiveness, empathy, and proactive communication to meet and address customer needs effectively.

d.      Operational Excellence and Integrity

i.            A shared commitment to operational excellence ensures efficiency, reliability, and quality in service delivery.

ii.            Both Parties pledge to conduct business honestly, transparently, and with accountability to foster trust and confidence.

e.      Confidentiality and Data Protection

i.            Robust measures will safeguard the confidentiality and privacy of sensitive information and customer data shared between the Parties.

ii.            Both Parties will collaborate to ensure compliance with data privacy laws and regulations, maintaining trust and security.

f.        Compliance and Regulatory Adherence

i.            Full compliance with applicable laws, regulations, industry standards, and contractual obligations is a mutual priority.

ii.            Efforts will include obtaining necessary licenses, permits, and certifications while adhering to ethical and regulatory guidelines.

g.      Continuous Improvement Initiatives

i.            Both Parties will pursue continuous improvement by seeking feedback and implementing enhancements to align with evolving best practices.

ii.            Feedback mechanisms will encourage open communication, mutual learning, and innovation, driving efficiency and service excellence.

h.      Enforcement and Remedial Measures

i.            Breaches of the code of conduct will be addressed through constructive dialogue, corrective actions, and mutually agreed-upon remedies.

ii.            Collaborative resolution of deviations from ethical standards reflects a shared commitment to integrity and the partnership's success.

i.         Acknowledgment and Joint Commitment

i.            By entering this agreement, both Parties acknowledge their responsibility to uphold the code of conduct and commit to its principles.

ii.            Through mutual respect, cooperation, and adherence to ethical standards, the Parties aim to foster a positive and sustainable business relationship that supports mutual growth and success.

36.                         Publicity

a.      Exclusive Company Control

i.            The Community Partner is prohibited from using the Company's name, logo, or project details for promotional or marketing purposes without explicit written authorization.

ii.            This restriction applies to all advertising, marketing materials, digital content, and public communications.

b.      Limited Permission Protocol

i.            Written authorization must be obtained from the Company for any use of its name, logo, or project details.

ii.            Authorization will be granted on a case-by-case basis, subject to the Company’s specific terms and conditions.

c.      Precise Scope of Authorization

i.            Any granted permission will be narrowly defined and limited to explicitly outlined purposes.

ii.            The Community Partner is strictly prohibited from altering, modifying, or misrepresenting the Company’s name, logo, or project details.

d.      Stringent Quality Assurance Measures

i.            The Community Partner must ensure that all uses of the Company's name, logo, or project details reflect positively on the Company's reputation and uphold its brand integrity.

ii.            Promotional materials and marketing efforts must adhere to the highest standards of quality, professionalism, and ethical conduct as directed by the Company.

e.      Indemnification and Liability Shield

i.            The Community Partner agrees to indemnify, defend, and hold the Company harmless from any claims, damages, or liabilities resulting from unauthorized or improper use of its name, logo, or project details.

ii.            This obligation extends to cover legal costs, settlements, or judgments incurred by the Company due to such misuse.

f.        Revocation Rights and Termination Clauses

i.            The Company reserves the right to revoke any previously granted permissions at any time, without prior notice.

ii.            Upon termination of the agreement, the Community Partner must immediately cease all use of the Company's name, logo, or project details for any purpose.

g.      Non-Disclosure of Proprietary Information

i.            The Community Partner acknowledges that any proprietary information, trade secrets, or confidential materials shared by the Company shall remain strictly confidential.

ii.            Such information may only be used for authorized promotional or marketing activities as specified in the written authorization.

37.                         Disclosure of Conflicts of Interest

a.      Obligation to Disclose

i.            The Community Partner must promptly disclose any potential conflicts of interest that may arise or become apparent during the term of this agreement.

ii.            This includes situations where the Community Partner's personal, professional, or financial interests may conflict with or compromise their obligations to the Company.

b.      Timely Notification

i.            The Community Partner shall notify the Company of any potential conflicts of interest immediately upon becoming aware of the issue.

ii.            Timely disclosure is critical to ensuring transparency and maintaining the integrity of the business relationship.

c.      Comprehensive Disclosure

i.            The Community Partner must provide a detailed explanation of the potential conflict, including:

1.      The parties involved.

2.      The nature and extent of the conflict.

3.      Proposed actions to mitigate or resolve the issue.

d.      Impact Assessment

i.            Upon receiving a disclosure, the Company reserves the right to assess its potential impact on services and the business relationship.

ii.            The Company may request additional information to ensure a thorough evaluation.

e.      Mitigation Measures

i.            If a conflict of interest is identified, the Community Partner shall cooperate with the Company to implement appropriate mitigation strategies.

ii.            Actions may include recusal from specific tasks, safeguards to prevent bias, or other necessary measures to maintain the integrity of services.

f.        Non-Tolerance of Undisclosed Conflicts

i.            The Company maintains a zero-tolerance policy for undisclosed conflicts of interest.

ii.            Failure to disclose may result in:

1.      Termination of the agreement.

2.      Legal action or other appropriate remedies.

g.      Confidentiality of Disclosure

i.            All disclosed information regarding potential conflicts of interest will be treated as confidential.

ii.            The Company shall not share such information with third parties without the prior consent of the Community Partner.

iii.            Confidentiality obligations will persist beyond the termination or expiration of this agreement.

38.                         Record Keeping

a.      Maintenance of Records

i.            Both the Company and the Community Partner shall maintain accurate and comprehensive records pertinent to the services provided under this agreement.

ii.            Records may include but are not limited to:

1.      Transactional data

2.      Service requests

3.      Communications

4.      Financial documents

5.      Other relevant information necessary to fulfill obligations.

b.      Duration of Record Retention

i.            Records shall be retained for a period determined by the Company's discretion or as required by applicable laws and regulations.

ii.            For critical records, the Company reserves the right to specify extended retention periods to safeguard its interests.

c.      Accessibility and Availability

i.            Upon request, records related to the services shall be made accessible for review or inspection by authorized representatives of either Party.

ii.            Records must be organized, securely stored, and readily retrievable to maintain confidentiality and ensure data security.

d.      Protection of Company’s Interests

i.            The Company retains the right to access and review all records related to the services to protect its interests and ensure compliance with the agreement's terms.

ii.            The Community Partner agrees to cooperate fully and provide prompt and efficient access to requested records, supporting transparency and accountability.

e.      Mutual Benefits and Compliance

i.            Both Parties recognize that maintaining accurate and detailed records serves mutual benefits, including:

1.      Performance evaluation

2.      Dispute resolution

3.      Regulatory compliance

ii.            Proper record-keeping fosters trust, transparency, and collaboration, contributing to the success of the business relationship.

f.        6. Confidentiality and Data Protection

i.            All records shall be treated as confidential and shall not be disclosed to third parties without prior written consent from the disclosing Party, except as required by law.

ii.            Both Parties shall implement robust measures to ensure the confidentiality, integrity, and security of records, adhering to industry best practices and data protection standards.

g.      Record Integrity and Accuracy

i.            Records shall be maintained with integrity, ensuring they are free from unauthorized alteration, tampering, or falsification.

ii.            Any discrepancies or errors in records must be promptly identified, documented, and corrected to maintain their reliability and trustworthiness.

39.                         Termination

a.      Termination Costs and Expenses

i.            The Company retains the exclusive right to determine the scope and nature of reasonable costs and expenses associated with the termination process.

ii.            The Community Partner shall bear all costs deemed necessary by the Company, including but not limited to:

1.      Administrative expenses incurred by the Company.

2.      Termination fees.

3.      Costs related to the orderly winding down of services and any transition activities mandated by the Company.

iii.            The Company maintains the sole authority to define, verify, and approve these costs, ensuring full reimbursement for any financial burden caused by termination.

b.      Compensation for Service Winding Down

i.            The Community Partner is obligated to provide compensation to the Company to facilitate:

1.      The systematic cessation of services.

2.      Transition to alternative providers or arrangements as deemed necessary by the Company.

ii.            This compensation ensures that the Company remains fully protected against service disruptions or operational challenges resulting from termination.

iii.            The Company retains unilateral discretion to determine the amount and scope of such compensation, based on service complexity and outstanding commitments.

c.      Calculation and Oversight

i.            The compensation amount shall be calculated based on:

1.      The remaining term of the agreement.

2.      The scope and scale of services provided.

3.      Any ongoing obligations or liabilities.

ii.            The Community Partner must submit detailed documentation justifying all claimed expenses.

iii.            The Company reserves the absolute right to:

1.      Scrutinize submitted claims.

2.      Approve, modify, or reject claims based on its evaluation.

iv.            The Community Partner's failure to submit satisfactory documentation may result in forfeiture of reimbursement or compensation claims.

d.      Verification and Approval Authority

i.            The Company retains exclusive authority to review and approve all expenses related to termination.

ii.            The Community Partner must provide unrestricted access to records, invoices, and supporting documents to facilitate verification.

iii.            The Company reserves the right to:

1.      Withhold payments for unverified claims.

2.      Impose penalties for inflated or unjustified expenses.

e.      Timely Settlement of Financial Obligations

i.            The Community Partner must settle all financial obligations to the Company within a timeframe determined solely by the Company.

ii.            Delays in settlement may result in:

1.      Accrued penalties or interest as outlined by the Company.

2.      Suspension of any ongoing collaboration or services.

iii.            The Company reserves the right to withhold any outstanding payments to the Community Partner as offset for unpaid termination-related costs.

f.        Dispute Resolution

i.            Any disputes regarding termination costs or compensation shall first be addressed through negotiation, initiated and overseen by the Company.

ii.            Should negotiations fail, the Company retains the right to pursue binding arbitration or legal recourse, as outlined in the dispute resolution provisions of this agreement.

iii.            The Company’s determination of costs, unless proven unlawful, shall be deemed final and enforceable.

g.      Release of Liability

i.            Upon full and satisfactory settlement of termination costs and obligations, the Company may, at its sole discretion, provide a conditional release of liability to the Community Partner.

ii.            The Company retains the right to:

1.      Delay or revoke the release of liability if further claims, disputes, or obligations arise.

2.      Impose additional conditions before granting a full release of liability.

iii.            The release shall not preclude the Company from seeking remedies for undisclosed liabilities or future claims resulting from the Community Partner's actions or omissions.

h.      Company's Absolute Termination Rights

i.            The Company reserves the unilateral right to terminate the agreement at any time, for any reason, with written notice.

ii.            The Company is not liable for any financial loss, reputational harm, or other damages incurred by the Community Partner as a result of termination.

iii.            All decisions regarding the termination process, costs, and compensatory requirements are subject to the Company's sole discretion and are binding on the Community Partner.

40.                         Modification of Service Agreement

a.      Flexibility for Enhanced Collaboration:

i.            Recognizing the dynamic nature of their business relationship, both Parties commit to collaborative efforts aimed at improving the efficiency and effectiveness of their operations. This collaborative approach fosters innovation and ensures that the Service Agreement remains responsive to evolving business needs and industry standards.

ii.            Acknowledging that occasional adjustments to the Service Agreement may be necessary, both Parties agree to remain flexible and open to modifying terms to adapt to changing circumstances. This flexibility promotes agility and allows for timely adjustments to ensure continued alignment with business objectives.

b.      Company's Sole Discretion for Modifications:

i.            The Company retains sole discretion to initiate changes or modifications to the Service Agreement when deemed necessary to safeguard its interests, ensure compliance with legal and regulatory requirements, or enhance operational efficiency. This ensures that the Company can respond swiftly to emerging challenges or opportunities without undue constraints.

ii.            By acknowledging the Company's authority to make modifications, the Community Partner demonstrates respect for the Company's role as the primary custodian of its interests. This acknowledgment underscores the Community Partner's commitment to upholding the integrity of the agreement and complying with revised terms and conditions.

c.      Notice and Consultation Process:

i.            To promote transparency and collaboration, the Company commits to providing the Community Partner with advance notice of any proposed changes or modifications to the Service Agreement. This allows the Community Partner the opportunity to prepare and engage in meaningful consultation and discussion before changes are implemented.

ii.            The Community Partner's involvement in the consultation process ensures that its concerns, perspectives, and alternative solutions are considered, fostering a collaborative decision-making environment. This collaborative approach strengthens the relationship between the Parties and enhances trust and mutual respect.

d.      Protection of Company's Rights and Interests:

i.            While emphasizing collaboration, the Company retains ultimate authority to approve any modifications or amendments to the Service Agreement. This ensures that changes are aligned with the Company's strategic objectives and do not compromise its rights or interests.

ii.            The Company's decision-making process is guided by principles of fairness, reasonableness, and the overarching goal of maintaining a productive and harmonious business relationship. This protects the Company from unilateral changes that may be detrimental to its interests and promotes equitable outcomes.

e.      Consideration for Community Partner's Needs:

i.            The Company acknowledges the importance of considering the Community Partner's operational capabilities, resources, and business requirements when proposing modifications to the Service Agreement. This ensures that changes are implemented in a manner that minimizes disruption to the Community Partner's operations and supports its ability to deliver high-quality services.

ii.            By communicating changes effectively and providing sufficient time for the Community Partner to adapt, the Company demonstrates respect for the Community Partner's needs and fosters a collaborative partnership based on mutual understanding and support.

f.        Community Partner's Commitment to Compliance:

i.            The Community Partner commits to actively engaging in the modification process, demonstrating flexibility, responsiveness, and a willingness to adapt to changing circumstances. This commitment ensures that the Community Partner remains proactive in addressing emerging challenges and aligning its operations with the modified Service Agreement.

ii.            Through collaborative efforts with the Company, the Community Partner can contribute valuable insights and expertise to ensure that the modified Service Agreement reflects the best interests of both Parties. This collaborative approach strengthens the relationship between the Parties and enhances the effectiveness of the modified agreement.

g.      Shared Responsibility for Adherence:

i.            Both Parties acknowledge their shared responsibility for complying with the terms of the modified Service Agreement, recognizing that adherence to mutually agreed-upon terms is essential for achieving optimal outcomes. This shared responsibility fosters accountability and promotes a culture of mutual trust and respect.

ii.            By working together to implement the modified Service Agreement, the Company and the Community Partner can realize mutual benefits and sustain a successful business partnership. This shared commitment to adherence strengthens the foundation of the relationship and enhances the likelihood of achieving shared goals and objectives.

41.                         Modification of Service Agreement

a.      Flexibility for Enhanced Collaboration

i.            Both Parties recognize the need for a dynamic Service Agreement that evolves with changing business requirements and industry standards.

ii.            A commitment to collaboration ensures that adjustments are made proactively to foster innovation, enhance operational efficiency, and maintain alignment with mutual goals.

b.      Company's Sole Discretion for Modifications

i.            The Company retains exclusive authority to initiate and implement changes to the Service Agreement to safeguard its interests and adapt to emerging challenges or opportunities.

ii.            The Community Partner acknowledges this authority, reinforcing the Company's role as the primary custodian of the agreement and ensuring compliance with revised terms.

c.      Notice and Consultation Process

i.            To promote transparency, the Company will provide advance written notice of proposed modifications, allowing the Community Partner(s) adequate time to prepare and adapt.

ii.            While the Company retains final approval rights, it will engage the Community Partner in consultations to consider their perspectives and potential alternatives, fostering a collaborative decision-making process.

d.      Protection of Company's Rights and Interests

i.            The Company reserves the right to approve or reject modifications, ensuring changes align with its strategic objectives and operational requirements.

ii.            Decision-making will be guided by principles of fairness and reasonableness, prioritizing the protection of the Company's rights and long-term interests.

e.      Consideration for Community Partner's Needs

i.            The Company commits to considering the Community Partner's operational capabilities, resource availability, and business needs during the modification process.

ii.            Modifications will be implemented in a manner that minimizes disruption to the Community Partner while maintaining the Company’s strategic priorities.

f.        Community Partner's Commitment to Compliance

i.            The Community Partner agrees to:

1.      Actively engage in the modification process.

2.      Respond promptly and adapt to changes as outlined in the revised Service Agreement.

ii.            This commitment ensures the Community Partner’s continued alignment with the Company's evolving operational and strategic goals.

g.      Shared Responsibility for Adherence

i.            Both Parties acknowledge their mutual obligation to comply with the terms of the modified Service Agreement.

ii.            Adherence to the updated terms is essential for achieving shared objectives and sustaining a productive and harmonious partnership.

h.      Mutual Benefits and Collaboration

i.            By embracing a collaborative and flexible approach, the Company and the Community Partner enhance their ability to address challenges and seize opportunities.

ii.            A shared commitment to the modification process strengthens the business relationship and ensures that both Parties achieve optimal outcomes aligned with their goals.

42.                         Electronic Signatures Clause

a.      Acceptance by “I Agree”
By clicking “I Agree,” both parties confirm their assent to the terms of this Agreement. No physical or electronic signature is required.

b.      Legally Binding
This Agreement is legally binding. The “I Agree” action has the same legal force as a handwritten signature.

c.      Consent to Changes
Both parties agree that any updates to this Agreement may also be accepted by clicking “I Agree” or continuing to use the service.

d.      Non-Repudiation
Neither party will dispute the validity of the Agreement or challenge the “I Agree” action, acknowledging its binding effect.