VARC Solutions Terms & Conditions

1. Services, fees, and expenses.

1.1. Fees. VARC agrees to provide you with requested services. You agree to pay us for those services at the listed rates and
authorize us to make recurring charges to your payment method on file.

1.2. Rate increases. VARC’s rates normally increase at the end of each year to keep pace with the market and inflation. We will
notify you of any changes in billing rates to the extent they apply to you. But unless otherwise agreed in specific instances,
any such adjustments in our standard hourly rates will not be subject to your prior consent.

1.3. Hourly billing; no flat fees. Unless specified otherwise in this agreement, VARC work is billed at an hourly rate, in 15-minute
increments. Any estimates of time or costs related to a project are just that: estimates. Except as expressly stated in this
agreement, VARC does not agree to do any work for a flat fee. Although our estimates are made in good faith based on the
information you provide and our experience, myriad factors can come into play and result in longer times or higher costs
than estimated. You are responsible for any such higher costs and accept the risk that a project or task may take longer
than estimated.

1.4. Billable time. Any time VARC spends working for you or in furtherance of your project is billable. Examples of billable work
include the following: data manipulation, data scrubbing, design, development, documentation, emails, project planning,
report customization, telephone calls, text messages, training, video conferences, etc.

1.5. Travel. It is VARC’s practice to apply our applicable hourly rates, plus travel expenses, for any time we are required to
travel out of the office, i.e., you will also be billed for the time spent getting to and returning from any destination outside our
office.

1.6. Minimum charges. Any billable service will incur a minimum charge equal to the greater of (a) $50, or (b) the cost for 15
minutes of that service, regardless of the actual time spent. Any on-site appointments for which our technician travels to or
for you will incur a minimum charge of two hours. If a technician is onsite for more than two hours, the standard hourly rate
applies.

1.7. Overtime. If you ask for work to be done outside normal business hours (8:30 AM to 5:00 PM CST, Monday-Friday),
charges will be incurred at 1.5 times the normal hourly rate.

1.8. Expenses. You must reimburse VARC for all expenses incurred in connection with the services rendered. We will itemize
all categories of reimbursable expenses as part of our statement.

1.9. Billing. To the extent feasible and necessary, VARC will bill you weekly for services rendered and expenses incurred.
Products and goods (e.g., software, hardware, etc.) will be invoiced at the earlier of the time of purchase, installation, or
renewal. Please review our invoices as soon as you receive them and raise any questions you have within five calendar
days of receipt, in writing to us. If you do not do so, you accept the invoice as presented and waive any objections to it.
Invoices are due on receipt and your payment method on file will be charged six days after invoicing. Any credit card
chargebacks incur an additional, automatic fee of 5% of the amount of the chargeback, in addition to interest accrued on
any unpaid amount.

2. Interest on past-due accounts. Unpaid fees and expenses are past due if not paid within 30 calendar days of the billing date.
You agree to pay interest on past-due amounts at the rate of 18%, or the maximum rate allowed by law, whichever is less, until
paid. Interest charges will be calculated on all past-due amounts and added to the next month’s billing statement.

3. Incorporation by reference of terms of service. VARC uses Quickbase software by Quickbase, Inc. and QuickBooks software
by Intuit Inc. for some of its solutions. To the extent we use these products as a solution for you, their manufacturer’s terms of
service are incorporated by reference into this agreement. If there is a conflict between this agreement and those terms of
service, this agreement prevails. Quickbase’s and Intuit’s terms of service are available on their websites:
https://www.quickbase.com/terms-of-service
https://quickbooks.intuit.com/global/terms-of-service/

4. Subscription services. Any software and other subscriptions purchased through VARC (e.g., Quickbase and Add-On Tools) will
renew automatically each year unless you give us 45 day’s written notice that you want to cancel it. Cancellation may result in
data loss and in no event are we liable for data loss.

5. Flat-rate bookkeeping or other services. Any contracted flat-rate, recurring bookkeeping or other services will commence
upon execution of this agreement and continue for a term of 12 months, with automatic renewals for subsequent 12 month terms
until cancelled in writing, with 30 days’ written notice. Agreed rates are subject to change if changes in scope are requested
and/or if volume of work materially increases or decreases beyond starting levels for a period of at least 3 months. This provision
only applies if we have expressly agreed to provide services on a flat-rate basis.

6. The process of developing a database. Developing a database is a process and your testing and feedback are important parts
of it. You should expect that any database developed for you will require revisions after we release it to you. Even the largest software companies release “Beta” versions for this very reason. In addition, a database may require updates due to technological changes or changes to the software by the manufacturer. All of this is normal and you will be billed for VARC’s time for all aspects and phases of database development.

7. No warranties. From time to time, VARC may recommend that you purchase or install computer hardware, computer software,
or other goods or services. We make no representations or warranties about any such recommendations. It is your sole
responsibility to fully evaluate any goods or services before you decide whether to buy them.
If you purchase any goods or services from or through VARC, the sole warranties are those provided by the manufacturer or
vendor from whom we acquire them. Regardless of how any such goods or services are acquired, VARC itself makes no
representations or warranties of any kind, whether express, implied, or statutory. Any express, implied, or statutory warranties
that might otherwise arise—including the IMPLIED WARRANTY OF MERCHANTABILITY and the IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE—are excluded. All software sales are final. This provision is not intended to and does not relieve any other
party (i.e., a manufacturer or seller other than VARC) of any warranty obligations unless the other party’s obligation would flow
through to VARC (through indemnity obligations or otherwise), in which case the warranties are excluded in their entirety as to all
parties.

8. Limitation of liability. If VARC breaches this agreement, or any warranties or duties arising out of or related to it, its liability for
damages cannot exceed the sum of the payments actually paid by you for the service, good, or product at issue. This is your
exclusive remedy for any claims or damages arising out of or related to this agreement. You agree that VARC is not responsible
for any further claims or any further liabilities for damages (even if we have been advised of the possibility of any such damages)
arising out of or in connection with this agreement.

9. Limitations period. Any cause of action arising out of or related to this agreement—regardless of whether it sounds in tort,
contract, statute, or otherwise—must be commenced within two years after the cause of action accrues. Otherwise, it is time
barred. No “discovery rule” applies to toll the limitations period under any circumstances.

10. Confidentiality. VARC will not share your information with other parties without your express permission, except when required
by law. We maintain physical, electronic, and procedural safeguards to protect your information, but you understand that no
safeguard is foolproof and that data breaches can and do occur even when sound security measures are in place. VARC is not
liable for any damages arising out of any data breach.

11. Consent to cloud computing, email & electronic faxing. You consent to the VARC’s use of cloud computing, the internet,
unencrypted email, and electronic faxing services in connection with performing services, including for storage and transmission
of your confidential information. "The cloud" is a way of describing web-based computing services that are hosted outside of an
organization. When you use cloud-based services, your IT infrastructure resides off your property (off-premises) and is
maintained by a third party (hosted), instead of residing on a server at your home or business (on-premises) that you maintain.
Unencrypted email may not be a secure communication. Although we use systems that are deemed secure by practical
standards, no system is immune to being compromised and you assume the risk of electronically transmitting information
between us.

12. No third-party beneficiaries. You and VARC are the sole parties that may take advantage of this agreement. There are no
third-party beneficiaries to this agreement.

13. Mediation. As a condition precedent to resorting to litigation, any disputes arising out of or connected with this agreement must
be submitted to nonbinding mediation in Brazoria County, Texas, in accordance with the rules for alternative dispute resolution
set forth under Texas law. We will mutually cooperate to select the mediator to be used. All meetings, correspondence, and
negotiations conducted in accordance with this provision are settlement negotiations and, as such, may not be used in any court
proceeding for any purpose other than to establish compliance with this article. Any and all information, negotiation, and results
of the mediation will remain confidential. The mediation is not binding on either party.

14. Attorney’s fees. VARC is entitled to recover reasonable attorneys’ fees, expenses, expert fees, and court costs in connection
with any efforts necessary to collect amounts you owe, and in any other claim arising out of or related to this agreement where
VARC is a prevailing party. For purposes of this provision, VARC is a “prevailing party” if it is involuntarily dismissed (e.g., by
summary judgment), voluntarily dismissed (e.g., by nonsuit), is found less than 50% liable, or if you are found more than 50%
liable. The award of fees by a court is mandatory.

15. Choice of law; forum selection. This agreement, and the parties’ rights and duties arising from or relating in any way to the
subject matter of this agreement, will be governed, interpreted, construed, and enforced in accordance with the laws of the State
of Texas, but without regard to its conflict-of-law rules. In addition, exclusive jurisdiction over any dispute or suit arising, directly
or indirectly, hereunder or relating to this agreement—regardless of whether the dispute or suit is based in contract, tort, statute,
or otherwise— lies with the courts of the State of Texas, or the United States District Courts within the State of Texas. The
parties consent and submit to the jurisdiction of the courts of the State of Texas and the United States District Courts within the
State of Texas. The parties irrevocably stipulate that (1) this agreement was drafted, negotiated, and entered into in Brazoria
County, Texas; (2) VARC’s principal office in the State of Texas is located in Brazoria County; (3) this agreement has a
substantial relationship to the State of Texas and Brazoria County, Texas; and (4) the parties to this agreement will perform a
substantial amount of this agreement in Brazoria, County Texas.

16. Waiver of jury trial. The parties waive any right to trial by jury of any claim (1) arising under this agreement or any other
instrument, document, or agreement executed or delivered in connection with it, and (2) in any way connected with or incidental
to the dealings of the parties with respect to this agreement or any other instrument, document, or agreement executed or
delivered in connection with it, or the transactions related to the agreement. This waiver of jury trial applies regardless of whether
the claim is now existing or hereafter arising, and regardless of whether it is based in contract, tort, or otherwise. Each party
agrees and consents that any such claim will be decided by a bench trial without a jury. Any party to this agreement may file an
original counterpart or copy of this section with any court as evidence of the consent of the parties hereto to the waiver of their
right to a jury trial.

17. Agreement to notify us of questions or problems. You agree that if you at any time become displeased or dissatisfied with
any aspect whatsoever of VARC’s service you must give us notice us of that in writing, describing each of your concerns and
what action you want from us.

18. Acceptance, entire agreement, and waiver. You accept and are bound by this agreement upon its execution, or upon your
payment of VARC’s first invoice, whichever occurs first. This agreement is the entire agreement between the parties, is intended
to be a complete, final, and exclusive statement of the terms of the agreement, and supersedes all previous communications,
representations, and agreements, whether oral or written, with respect to the subject matter herein. No agreement or
understanding modifying the terms of this agreement is binding on either party unless written and executed by an authorized
representative of each party. A benefit, right, or duty provided by this agreement is deemed waived only when expressly agreed
in writing between the parties. The waiver of one instance of any act, omission, condition, or requirement does not constitute a
continuing waiver unless specifically so stated in a written waiver. You agree that you have not relied on any oral or implied
representations in entering this agreement. You agree that you have not relied on any written representation, outside of this
agreement, in entering this agreement.

19. Notices. All notices relating to this agreement must be in writing and delivered to the other party by courier-receipted hand
delivery; by certified mail, return receipt requested; by fax; or by overnight courier service (e.g., FedEx). No other form of notice
is effective, regardless of whether a party has actual notice. VARC’s address is listed at the top of this agreement. Either party
may change its address or fax number for notice purposes by giving written notice to the other party of its new address or
facsimile number and expressly referencing this agreement. Notwithstanding the foregoing, any notification required under
Section 2.2 (regarding rate increases) may be provided by any written means, including email and USPS first-class mail.

20. Insolvency. If a petition in bankruptcy is filed by or against you, if you make an assignment for the benefit of creditors, or if a
receiver is appointed for your business, then you will be in default of this agreement and all your obligations will become
immediately due and payable.

21. Force majeure. Any failure of performance by a party (other than your payment obligations, or other event that is your
responsibility under this agreement) that is due to acts of civil or military authority, national emergencies, fire, flood, or other
catastrophes, Acts of God, pandemic, quarantine, insurrection, war, riots, terrorism, or failure of transportation will be deemed
not to be a default by such party.

22. Severability. If any of the provisions, terms, or clauses of this agreement are declared illegal, unenforceable, or ineffective by a
court of competent jurisdiction, those provisions, terms, and clauses are severable such that all other provisions, terms, and
clauses of the agreement will remain valid and binding on the parties. If any provision, term, or clause of the agreement is so
severed, there will be added in its place a provision as similar in terms to the severed provision as is possible, legal, valid, and
enforceable.

23. Definitions. Throughout this agreement:

23.1. “Claims” includes all arbitration proceedings, claims, demands, debts, lawsuits, liabilities, and causes of action of whatever
nature that are now recognized by law, or that may be recognized in the future (by statute, regulation, judicial decision, or in
any other manner), whether in contract, strict liability, or tort, or arising under or by virtue of any statute, ordinance,
governmental regulation, standard, or rule.

23.2. “Damages” includes all losses, liabilities, damages, or remedies of any kind that are now recognized by law or that may be
created or recognized in the future (by statute, regulation, judicial decision, or in any other manner), including, without
limitation, the following: actual damages, attorneys’ fees, business interruption, bodily injury, consequential damages,
death, delay damages, economic damages, exemplary/punitive damages, expenses, fees, expert fees and expenses,
incidental damages, legal expenses, lost profits, non-economic damages, personal injuries, pre-judgment interest, post-
judgment interest, property damage, special damages, etc. These definitions must be construed broadly.

23.3. “Including” and its related conjugations have the same meaning as “including but not limited to.”

24. Headings. Headings in this agreement are for convenience only. They are not substantive and do not affect the content of the
text in any way.