Terms of Service

Scope of Services; Commencement of Engagement. Service Provider shall provide to Client the services (the “Services”) and deliverables (the “Deliverables”) described in each Engagement Letter. The scope of the Services and Deliverables to be provided is limited to the Services and Deliverables described in each Engagement Letter. The engagement contemplated by each Engagement Letter shall not commence until Client has executed an Engagement Letter and paid any required retainer.  

Performance. Service Provider shall use commercially reasonable efforts to meet any performance dates specified in the Engagement Letter, and any such dates shall be estimates only.  

Client Obligations. Client shall: (a) cooperate with Service Provider in all matters relating to the Services; (b) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement and any Engagement Letter; and (c) provide such materials or information as Service Provider may request to render the Services in a timely manner and ensure that any such materials or information are complete and accurate in all material respects. Service Provider shall be entitled to rely on the accuracy and completeness of any information provided by Client in connection with performance of the Services and/or creation of any Deliverables and Service Provider will not undertake any outside verification of the sufficiency, content or accuracy of the information provided and upon which Service Provider’s analysis is based unless otherwise agreed upon in an applicable Engagement Letter. 

Client's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. 

Retainer and Fees.

5. 1.  In consideration of the provision of the Services and Deliverables by Service Provider and the rights granted to Client herein, Client shall pay the fees set forth in an Engagement Letter, provided that all investment advisory fees shall be paid directly to Addicus Advisory, LLC, an investment advisor registered with the United States Securities and Exchange Commission. 

5. 2.  If an Engagement Letter specifies a one-time or periodic “retainer” or fee as payment for a specified number of hours of Services or for a specified set of Deliverables, such retainer or fee shall be paid by Client in advance of the specified time period or, if a one-time retainer or fee, shall be paid in full upon execution of this Agreement (unless otherwise specified on the applicable Engagement Letter). Any retainer or up-front fee is a fixed price and shall not be reduced or refunded if Service Provider does not actually provide the specified number of hours of Services or if Client decides that certain specified Services or Deliverables need not be completed for any reason.

5. 3.  If Client requests that Service Provider provide any services that are not described in an Engagement Letter (“Additional Services”), Client agrees that such Additional Services will be billed to Client at a rate to be discussed at such time as Additional Services are requested by Client. Such rate will be mutually agreed upon by the parties. Client agrees to make full payment for such Additional Services within ten days of receipt by Client of an invoice from Service Provider. Service Provider will bill Client for all time spent on all tasks relating to the Additional Services.

5.4.  To the extent permitted by applicable law, Service Provider shall apply a surcharge to any payments made by Client by credit card, with such surcharge not to exceed the maximum amount permitted by applicable law.  

Expenses.

6.1.  Client shall reimburse Service Provider for all reasonable expenses (as determined in Service Provider’s sole discretion) incurred in accordance with this Agreement and any Engagement Letter. Reasonable expenses shall include, but are not limited to, travel to and from Client’s business location and any necessary locations (including air/ground mileage or fuel, hotel, meals, and related travel expenses), and any other expenses reasonably incurred in connection with the Services.  

6.2.  Client shall be responsible for payment of all fees to third-parties engaged by Service Provider to provide services on behalf of Client.

6.3.  Client shall be responsible for all sales, use and excise taxes, and any other taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided that Client shall not be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.  

6.4.  A service charge will be added to past due accounts equal to 1½% per month (18% annually) on the previous month’s balance, less payments received during the month, with a minimum charge of $2.00 per month. Client shall reimburse Service Provider for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend any Services if Client fails to pay any amounts when due hereunder.  

Limited Warranty; No Guarantee of Results.

7.1.  Service Provider warrants that it will perform the Services and/or provide the Deliverables in accordance with generally accepted industry practices and with reasonable skill and care.  

7.2.  EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.1 OF THIS AGREEMENT, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE SUCCESS OR POTENTIAL SUCCESS OF ANY SERVICES OR DELIVERABLES PROVIDED TO CLIENT. All SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT ANY FURTHER WARRANTY OF ANY KIND (EXPRESS OR IMPLIED) INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.  

Intellectual Property. 

8.1.  Service Provider has created, acquired or otherwise has rights in, and may, in connection with the performance of the Services and/or creation of the Deliverables hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; traditional and cloud-based software; benefit administration systems; and data, documentation, and proprietary information and processes (“Addicus Technology”). 

8.2.  To the extent that Service Provider utilizes any of its property, including, without limitation, Addicus Technology, in connection with the performance of the Services and/or creation of the Deliverables, such property shall remain the property of Service Provider and Client shall acquire no right or interest in such property.

8.3.  Client will honor Service Provider’s copyrights, patents, and trademarks relating to the Services, the Deliverables and Addicus Technology, and will not use Service Provider’s name, patents, or trademarks without Service Provider’s prior written consent.

8.4.  Nothing contained in this Agreement or any Engagement Letter will prohibit Service Provider from using any of its general knowledge or knowledge acquired under this Agreement or any Engagement Letter (excluding Client’s Confidential Information) to perform similar services for others. 

Confidentiality. From time to time during the term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that is either labeled as “confidential” or should be reasonably understood to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 9; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own confidential information of a like nature, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement and any applicable Engagement Letter; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement and any applicable Engagement Letter. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.  

Term and Termination.

10.1.  This Agreement begins as of the Effective Date and continues until the termination or expiration of the last Engagement Letter between the parties, unless this Agreement is: (a) earlier terminated in accordance with its terms or (b) extended by mutual written agreement of the parties. 

10.2.  Client may terminate this Agreement and/or any Engagement Letter at any time and for any reason, effective on the last day of the month following the month in which written notice of such termination is received by Service Provider. Client shall have no right to a refund of any retainer or fees paid prior to the effective date of termination, and Client shall remain liable for any unpaid retainer or fees incurred prior to the effective date of such termination regardless of Client’s basis for terminating this Agreement. 

10.3.  Service Provider may terminate this Agreement and/or any Engagement Letter at any time and for any reason, effective upon written notice to Client. If Service Provider terminates this Agreement and/or any Engagement Letter without cause pursuant to this Section 10.3, Service Provider shall refund a prorated portion of any retainer paid by Client to Service Provider, prorated based on (a) if a monthly or periodic retainer, the amount of hours of the Services actually provided during the period in question as of the date of termination divided by the amount of hours included in the applicable periodic retainer or (b) if a one-time retainer for specified Services or Deliverables, the reasonable portion of the retainer that is attributable to any Deliverables or Services that were not provided to Client. 

10.4.  Any such termination notice shall operate as an instruction to cease all activities on behalf of Client. Upon the expiration or termination of this Agreement and/or any Engagement Letter, Service Provider shall deliver to Client or destroy, at Client’s election, all files, documents, papers, and the like obtained or maintained by Service Provider on behalf of Client, provided however, Service Provider shall be entitled to retain copies of the foregoing in accordance with Service Provider’s internal data retention policies and to comply with applicable legal, regulatory, or compliance requirements.  

Non-Circumvention. During the term of this Agreement and for a period of 12 months thereafter (the “Restricted Period”), Client hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate Service Provider, directly or indirectly, to avoid the payment of fees or any other form of compensation to Service Provider in connection with any Services contemplated in an Engagement Letter. Therefore, Client shall not contact any experts, consultants, or other individuals or entities introduced to Client by Service Provider during the term of this Agreement without the prior written consent of Service Provider. Client and Service Provider each acknowledge and agree that the restrictions imposed by this Section 11 are reasonable with respect to subject matter, duration, and scope. Particularly, Client and Service Provider each acknowledge and agree that despite any presumptively reasonable timeframes set forth under applicable law, the Restricted Period, as applicable to this Section 11, is reasonable under these particular circumstances in light of the amount of consideration being provided to each party in connection with this Agreement and each Engagement Letter. Client and Service Provider further acknowledge and agree that the potential harm to Service Provider of the non-enforcement of any provision of this Section 11 outweighs any potential harm to Client of its enforcement by injunction or otherwise.  This Section 11 survives the expiration or termination of this Agreement for any reason. 

Indemnification. Client releases, and shall defend, indemnify and hold harmless Service Provider, its employees, directors, officers, subsidiaries and affiliates from and against all claims, liabilities, damages and costs, including attorney’s fees and expenses, arising directly or indirectly out of, or related to (a) a breach of this Agreement by Client or (b) Client’s bad faith, gross negligence, fraud, or willful misconduct. 

Limitation of Liability. Service Provider’s liability for damages concerning the performance or non-performance by Service Provider in relation to this Agreement and all Engagement Letters, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, is limited to those fees paid to Service Provider for the Services giving rise to the liability in the 12-month period preceding the first incident out of which the liability arose. In no event shall Service Provider be liable for any indirect, incidental, special, punitive or consequential damages, lost data, or lost profits, even if Service Provider has been advised of the possibility of such damages.  

Limitation of Engagement Pertaining to Corporate Transparency Act. Unless there is an express written engagement stating otherwise, then Client understands that Client has not engaged Service Provider to handle or assist, in any manner, any of Client’s reporting obligations that are required under the Corporate Transparency Act (the “CTA”). Client further acknowledges and agrees that Client has been put on notice that there are current or pending reporting requirements under the CTA and that Client will undergo the necessary due diligence to make sure Client complies with the CTA, including but not limited to, any reporting requirements under the CTA. 

Arbitration. Any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof shall, upon the request of any party involved, be submitted to, and settled by, arbitration in Jackson, Mississippi, pursuant to the commercial arbitration rules then in effect of the JAMS (or at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and counsel’s fees, except that in the discretion of the arbitrator, any award may include the cost of a party’s counsel if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic.  

Limitation on the Filing of a Claim. Unless otherwise prohibited by law, it is agreed by the parties, or their successors in interest, that no claims arising from the performance of the Services and/or creation of any Deliverables pursuant to this Agreement and any Engagement Letter shall be filed, asserted, or maintained in any manner against Service Provider (including any parent company, affiliate, subsidiary or assign of Service Provider) more than two years after the date of delivery of the Deliverables or any or the date that Service Provider stops providing the Services, whichever date first occurs. For tax related Services, in the event such Services are to be provided over more than one tax year, it is the intention of the parties for purposes of this paragraph that each individual tax year in which the Services are performed shall be considered as if the parties made a single year tax engagement and the limitations period shall begin to run at the conclusion of each tax year’s engagement as set forth in an applicable Engagement Letter. 

Entire Agreement. This Agreement, including and together with any related Engagement Letters, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Neither party is relying upon any statement or representation not contained in the above-specified documents. 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 Engagement Letter, the terms and conditions of an Engagement Letter shall supersede and control. 

Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address or email address set forth in an applicable Engagement Letter (or to such other address that the receiving party may designate from time to time in accordance with this Section) and, as it pertains to Service Provider, a copy of any delivered or mailed notice or email shall also be sent by Client to legal@addicusadvisors.com. Notices will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email.   

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.  

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the waving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude the exercise of any other right, remedy, power or privilege.  

Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. 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.  

Survival. Provisions of this Agreement and any Engagement Letter, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.  

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.  

No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by of this Agreement.  

Attorneys’ Fees. Except as otherwise set forth herein, the substantially prevailing Party in any arbitration or litigation relating to this Agreement, any Engagement Letter, or the Deliverables or the Services contemplated hereby (including proceedings in which claims sound in contract, tort, statute, or otherwise) shall be entitled to receive from the other party its reasonable attorneys’ fees incurred in the prosecution or defense of such proceeding.  

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 Mississippi without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Mississippi.  

Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Mississippi in each case located in the City of Oxford and County of Lafayette, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Consent to Communication Recording and Use of AI Technologies. Client acknowledges and agrees that, in the course of providing services, the Company may record telephone calls, video conferences, or other forms of verbal communication between the Client and the Company for quality assurance, training, compliance, documentation, and otherwise. By engaging the Company, Client expressly consents to such recordings. Client further acknowledges and agrees that the Company may utilize artificial intelligence (AI) technologies, including but not limited to automated systems, machine learning tools, and AI-assisted workflows, in connection with the management, analysis, and execution of services related to Client’s account. Client authorizes the Company to employ such technologies as part of its service offerings. Client’s continued engagement of the Company constitutes ongoing consent to the above terms. All recorded content of phone calls, video conferences or other recorded material shall be stored with the same privacy and security protections as any other client material Addicus may store in performance of its work, and these materials constitute “Addicus Technology” as defined elsewhere in this Agreement. This includes the use of AI technology to summarize, analyze or otherwise process this content which will always be done within the confines of Addicus, and never shared for analysis with AI outside of the Addicus privacy and security boundary ensuring recorded content always remains private.

Counterparts; Facsimile. If a signature block is added hereto, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one of such counterparts. This Agreement and any document executed and delivered in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or as an attachment to an electronic mail message in “pdf” or similar format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.