TERMS AND CONDITIONS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICES (“AGREEMENT”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY SIGNING THE CONTRACT, YOU ARE AGREEING AND CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS. EVERY TIME YOU SIGN A CONTRACT WITH BRIGHT SOLUTIONS, LLC (“CONTRACTOR”), WITH REGISTERED OFFICE AT 609 LAKE STONE CIR., PONTE VEDRA BEACH, FL 32082 AND YOU, THE CLIENT (“CLIENT”), AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. AGREEMENT. The agreement between Client and Contractor is limited to the terms of the Contract and this Agreement. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Contract, the terms and conditions of these Terms and Conditions shall supersede and control.

2. CONTRACT. Contractor shall initiate all purchases of services (the “Services”) by issuing a Letter of Agreement, Statement or Work, or Proposal, as applicable, any and all of which is incorporated by reference, here, as if attached to this Agreement (the “Contract”) to the Client which shall describe the Services to be provided in reasonable detail as well as any fees, specifications, or special instructions of the Services. By submitting a signed Contract to the Contractor, or agreeing to the Contract in any written correspondence, the Client is agreeing to purchase the Services pursuant to these Terms and Conditions, any specific terms included on the Contract, and on no other terms. Client guarantees and warrants that any information submitted on a Contract is accurate and correct.

3. PROVISION OF SERVICES. Contractor shall be solely responsible for determining the method, details, and means of performing the Services. Contractor may at times, and at Contractor’s own expense, employ or retain the services of such employees, subcontractors, partners, or agents as the Contractor deems necessary to perform the Services. While the Contractor would like to complete the Services within a reasonable time period, based on the complexity and circumstances, the Contractor makes no warranty or promise as to the time frame of any Service, nor that any Services will be completed upon a certain date.

4. LIMITATION OF SERVICES. Client is responsible for providing accurate descriptions of the Services requested and potential issues that may prevent the Contractor from completing the Services as requested. Client is entirely responsible for delays that may be reasonably caused by Client’s failure to provide Contractor with the information necessary to complete work as requested, and Contractor retains the right to refuse to implement new work, outside the scope of the Contract, if such new work would materially alter the Services and associated costs as described in the Contract.

5. FEES AND PAYMENT. The Client agrees to pay the Contractor the fees as described in the Contract.

6. DATE OF COMMENCEMENT. Contractor shall not be obligated to perform the Services unless and until the Client has paid the initial agreed-upon fee or deposit as described in the Contract (the “Commencement Date”). Any delay in payment may create an equal delay in the Services to be provided.

7. TERM. The Agreement shall commence as of the Commencement Date and shall continue in full force and effect until Substantial Completion of the Services, as provided in the Contract, or unless Contractor terminates prior to Substantial Completion. Contractor may terminate this Agreement at any time and for any reason by providing notice to the Client, provided that Client shall compensate Contractor for all Work completed by Contractor as of the date of termination.

8. LIMITED WARRANTY. CONTRACTOR WARRANTS THAT IT SHALL PERFORM THE SERVICES IN ACCORDANCE WITH THE CONTRACT, IN A TIMELY, AND PROFESSIONAL MANNER IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES TO BE PERFORMED BY CONTRACTOR HEREUNDER. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW THE CONTRACTOR HEREBY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES PERTAINING TO ITS SERVICES PERFORMED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE SECURITY, FUNCTIONALITY, PERFORMANCE, AVAILABILITY, OR RELIABILITY OF ANY THIRD-PARTY SOFTWARE, ARTIFICIAL INTELLIGENCE PLATFORM, MACHINE LEARNING TOOL, AUTOMATION SOFTWARE, COPILOT FEATURE, DOWNLOADABLE CONTENT, OR DIGITAL RESOURCE THAT MAY BE REFERENCED, DEMONSTRATED, DISCUSSED, SHARED, OR MADE

AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO WEBINARS, DOWNLOADABLE MATERIALS, PDFS, TEMPLATES, GUIDES, LINKS, SOFTWARE INTEGRATIONS, OR ONLINE CONTENT. CLIENT ACKNOWLEDGES THAT USE OF ANY SUCH THIRD-PARTY TECHNOLOGY OR CONTENT IS AT CLIENT’S OWN RISK. CONTRACTOR SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CYBERSECURITY INCIDENT, DATA BREACH, LOSS OF DATA, UNAUTHORIZED ACCESS, SYSTEM COMPROMISE, MALWARE, RANSOMWARE, VIRUS, SERVICE INTERRUPTION, OR OTHER TECHNOLOGY-RELATED ISSUE ARISING FROM OR RELATED TO CLIENT’S ACCESS TO, USE OF, OR RELIANCE UPON THE CONTRACT OR ANY THIRD-PARTY PLATFORM, SOFTWARE, DOWNLOAD, AI TOOL, OR DIGITAL RESOURCE.

9. LIMITATION OF LIABILITY. Contractor’s liability for any and all claims, including claims of contract, negligence and strict liability, shall not exceed the amounts paid and payable by Client to Contractor for the Services under each Contract, giving rise to the claim. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, AND LOSS OF PROFITS. THESE LIMITATION OF DAMAGES AND REMEDIES CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AND MEASURE OF DAMAGES. THESE LIMITATIONS OF DAMAGES AND REMEDIES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS FOR ITS ESSENTIAL PURPOSE. EXCEPT IN THE CASE OF NEGLIGENCE, CONTRACTOR SHALL NOT BE LIABLE TO OR OTHERWISE RESPONSIBLE TO CLIENT OR ANY OF ITS AFFILIATES FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RELATE TO THE CONTRACT OR THE PERFORMANCE OR BREACH HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF WHETHER THE PARTY WAS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, CONTRACTOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, CLAIMS, LOSSES, OR LIABILITIES ARISING OUT OF OR RELATED TO (I) CLIENT’S OR ANY THIRD PARTY’S USE OF ARTIFICIAL INTELLIGENCE TOOLS, INCLUDING AI PROMPTS OR GENERATED OUTPUT; (II) CLIENT’S DISCLOSURE OF CONFIDENTIAL, PROPRIETARY, PERSONAL, OR SENSITIVE INFORMATION INTO ANY AI PLATFORM OR THIRD-PARTY SOFTWARE; (III) ANY CONTENT, DOWNLOADS, LINKS, FILES, MATERIALS, OR RESOURCES PROVIDED THROUGH WEBINARS, SOCIAL MEDIA, EMAILS, SHOPPING CARTS, DOWNLOAD PORTALS, OR ONLINE PLATFORMS; OR (IV) ANY ACTS OR OMISSIONS OF THIRD-PARTY TECHNOLOGY PROVIDERS.

10. INDEMNIFICATION. Client shall indemnify and hold harmless Contractor and its officers, directors, shareholders, employees, and agents from and against all losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable fees and disbursements of counsel, other than fees and disbursements of counsel incurred in connection with any claims asserted by any Party hereto against any other Party hereto (collectively, the “Damages”), sustained or incurred by reason of (i) the breach of any of Client’s obligations, covenants, or provisions set forth in this Agreement or the Contract; (ii) any Damages sustained by Client’s own customers or affiliates for any reason; or (iii) the breach of any of Client’s representations or warranties set forth in this Agreement or a Contract; provided, however, that Client shall not be required to indemnify Contractor for any Damages arising out of or related to negligence, misconduct, or wrongful acts or omissions of Contractor.

11. MISCELLANEOUS.

a. Waiver. No waiver by Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Contractor. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

b. Force Majeure. Contractor shall not be liable or responsible to Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Contractor’s reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events

beyond the reasonable control of the Impacted Party.

c. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Contractor. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

d. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

e. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia.

f. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

g. Survival. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction and Survival.

h. Amendment and Modification. These Terms and Conditions may only be amended or modified in a writing stating specifically that it amends these Terms and Conditions and is signed by an authorized representative of each party.

i. Attorneys’ Fees & Costs of Collection. In the event that Contractor should have to bring suit or seek equitable relief in connection with this Agreement or due to Client’s failure to pay amounts due under the Contract or failure to abide by the terms contained within these Terms and Conditions, Client shall be responsible for Contractor’s costs of collection and reasonable attorneys’ fees and expenses in connection with any future litigation, equitable proceeding, or arbitration. Should the matter not proceed to suit but Contractor incurs cost in attempting to collect amounts due under this Agreement or otherwise enforcing the terms of this Agreement, Client shall pay all costs and expenses in connection with doing so including but not limited filing fees and reasonable fees payable to attorneys or to collection agencies.

j. Electronic Delivery. The parties agree that they may decide to deliver any documents related to this Agreement or any notices required by applicable law by email or any other electronic means, and the parties consent to (i) conduct business electronically, (ii) receive documents and notices by electronic delivery, (iii) and sign documents electronically. CLIENT ACKNOWLEDGES THAT CLIENT’S ELECTRONIC SUBMISSIONS CONSTITUTE CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE TRANSACTIONS CONTEMPLATED BY THE CONTRACT. CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS CLIENT ENTERS INTO WITH THE CONTRACTOR, INCLUDING NOTICES OF CANCELLATION, POLICIES, PROPOSALS, AND THE CONTRACT.

k. Satisfaction. By signing the Contract the Client represents, warrants, and agrees that they have read the Agreement and corresponding Contract, understand the terms, and acknowledge the same shall be binding upon them.

l. AI, Social Media, and Digital Content Disclaimer. Contractor may from time to time provide educational materials, webinars, downloadable content, templates, social media content, guides, forms, PDF documents, links, demonstrations, or other informational resources. All such materials are provided solely for informational and educational purposes and are provided “AS IS” without warranties of any kind. Client acknowledges and agrees that Contractor does not control and is not responsible for the policies, data handling practices, storage practices, outputs, security measures, or functionality of any third-party artificial intelligence platform, software provider, social media platform, hosting provider, cloud service, or digital platform. Client is solely responsible for ensuring that no confidential, proprietary, protected, regulated, or sensitive information is disclosed, uploaded, shared, or entered into any artificial intelligence platform, chatbot, prompt field, software tool, or third-party system unless Client independently determines such disclosure is appropriate and authorized, and does so at Client’s sole risk. Contractor expressly disclaims all liability arising from or related to Client’s use of artificial intelligence tools, reliance on AI-generated content, disclosure of information to AI systems, downloading or accessing of materials, or use of any third-party digital platform, whether accessed through webinars, social media posts, downloadable materials, email communications, shopping cart systems, websites, or otherwise.

Client further acknowledges that Contractor cannot and does not guarantee that downloadable materials, links, files, or digital resources will be free from vulnerabilities, interruptions, incompatibilities, malicious code, or unauthorized third-party access.