Terms & Conditions.

The Walker Group – General Terms and Conditions

The Walker Group Inc. (“WALKER”) provides professional and technology-related services and support (collectively, “Services”) to clients (each a “CLIENT”) subject to these general terms and conditions (“Terms”). Such Services shall be provided in accordance with the General Service Agreement, Service Orders, Quotes and any applicable Addenda (collectively, “Services Order”) agreed to from time to time by WALKER and CLIENT and each such Services Order shall be governed by these Terms. In the event of a conflict between these Terms and any Services Order, the terms of the Services Order shall prevail.

Please read these Terms carefully before using the Services. By using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms.

WALKER reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion by posting the amended terms on our website. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on our website, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should regularly review the Terms and any policies and documents incorporated in them to understand the Terms that apply to your use of the Services.

Payment and Billing

Payment is due within thirty (30) days of receipt of an invoice. If a bill is not paid within thirty (30) days of its due date, CLIENT shall be liable for late charges at the rate equal to the lesser of 1.5% per month, or the highest rate allowed by law, calculated from the due date until the amounts are paid, together with all expenses incurred in collection, including reasonable attorneys’ fees and expenses. If CLIENT fails to make payment on any due date, WALKER shall have the right to suspend any or all Services and, if such failure to make payment has not been cured within thirty (30) days of the due date, upon written notice terminate all Services. Termination of any Services by WALKER shall not limit WALKER from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve CLIENT of its obligation to pay all fees and expenses accruing prior to such termination.

Non-Solicitation

By engaging our services, CLIENT agrees not to knowingly hire or contract separately with any person employed by WALKER during the time WALKER provided CLIENT with professional services, and within one year of the last services provided for CLIENT. In the event CLIENT hires or contracts separately with such a person within one year of the last services provided for CLIENT, WALKER shall receive from CLIENT, liquidated damages in the amount of Twenty Thousand Dollars ($20,000.00). It is acknowledged and agreed by the Parties that, in such event, WALKER’s damages would be impossible to ascertain and that such amount constitutes a fair and reasonable amount of compensation therefor. Such liquidated damages are hereby fixed and are not intended to be nor shall they be treated as either a partial or full waiver or discharge of any right or remedy of WALKER provided hereunder or by law.

Severability

If any provision of this Contract is held unenforceable, then such provision will be modified. All remaining provisions of this Contract shall remain in full force and effect. Termination or cancellation of one or more Service Agreements does not automatically terminate any other Service Agreement.

Limited Warranty

WALKER warrants that all Services will be performed in a professional and workman-like manner in accordance with general industry standards. CLIENT must report any deficiencies in Services to WALKER in writing within ten (10) business days of performance of such Services in order to receive warranty remedies. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES. NO OTHER WARRANTIES APPLY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS” AND “WHERE IS” AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WALKER DOES NOT WARRANT THAT THE SERVICES, SERVICE DELIVERABLES, OR ANY THIRD PARTY PRODUCTS ARE ERROR-FREE, OR WILL OPERATE IN AN UNINTERRUPTED MANNER OR IN COMBINATION WITH OTHER SOFTWARE PRODUCTS. THERE IS NO WARRANTY FOR THIRD PARTY SOFTWARE OR THIRD-PARTY HARDWARE PROVIDED BY WALKER AND EACH SUCH THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE SHALL BE GOVERNED BY THE WARRANTIES OFFERED BY THE APPLICABLE THIRD PARTY UNDER THE TERMS OF THE AGREEMENT BETWEEN CLIENT AND SUCH THIRD PARTY. IN ADDITION, AND WITHOUT LIMITATION, WALKER DOES NOT WARRANT OR REPRESENT THAT ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE AS DELIVERED WILL MEET ALL OF CLIENT’S BUSINESS REQUIREMENTS WITHOUT THE NEED FOR CONFIGURATION OR ENHANCEMENTS OR ENCOMPASS ALL OF THE FUNCTIONALITY DESIRED BY CLIENT OR AVAILABLE IN CLIENT’S SOFTWARE PRODUCT.

Warranty Remedy

FOR ANY BREACH OF THE LIMITED WARRANTY, CLIENT’S EXCLUSIVE REMEDY, AND WALKER’S ENTIRE LIABILITY, SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE SERVICES. IF WALKER IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, CLIENT SHALL BE ENTITLED TO RECOVER THE FEES PAID TO WALKER FOR THE DEFICIENT SERVICES.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF BUSINESS OPPORTUNITY) EVEN IF THE PARTY CLAIMING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WALKER’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO WALKER BY CLIENT FOR THE SPECIFIC SERVICES THAT ARE THE SUBJECT OF THE CLAIM OVER THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. CLIENT ACKNOWLEDGES THAT THE LIMITATION OF LIABILITIES AND DISCLAIMERS OF WARRANTIES CONTAINED HEREIN CONSTITUTE AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES, HAVE BEEN FACTORED INTO PRICING OF THE SERVICES, AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.

Indemnification

CLIENT agrees to indemnify, defend and hold harmless WALKER and its subsidiaries and affiliated companies, third-party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “Indemnified Party” and, collectively, “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) CLIENT’S use of the Services; (ii) any violation by CLIENT of any of WALKER’s policies; and/or (iii) any acts or omissions by CLIENT. For the purpose of CLIENT’S indemnification obligation hereunder, the term “CLIENT” shall include any of CLIENT’s end users, visitors to CLIENT’s website, and users of CLIENT’s products or services, the use of which is facilitated by WALKER.

Confidentiality

During the Term, each party may learn and have access to certain information of the other party which such other party designates as being “CONFIDENTIAL” or with words of similar import (the “Confidential Information”). Without limiting the foregoing, all WALKER owned materials, deliverables, proposals, pricing information shall be deemed to be the Confidential Information of WALKER without the need to be marked or designated as such. Except as expressly provided otherwise herein, neither party will, without the other party’s prior written approval, publish or otherwise disclose to any third party, with the exception of certain contractors of WALKER working on matters relating to the Services, any Confidential Information of the other party. Each party shall use reasonable care to safeguard the Confidential Information of the other party and to prevent the unauthorized use or disclosure thereof. Notwithstanding any of the foregoing, Confidential Information shall not include information that: (i) is in the public domain at the time of its use or disclosure through no fault of the party receiving Confidential Information (the “Receiving Party”) or, in the case of WALKER, its contractors; (ii) was lawfully in the possession of or demonstrably known by the Receiving Party prior to its receipt from the party disclosing Confidential Information (the “Disclosing Party”); (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) becomes known by the Receiving Party from a third party and, to the Receiving Party’s knowledge, is not subject to an obligation of confidentiality to the Disclosing Party. Client acknowledges that a breach of its confidentiality obligations under these Terms may, as determined by a court of competent jurisdiction, result in irreparable and continuing damage to WALKER for which monetary damages will not be sufficient, and agrees, notwithstanding anything herein to the contrary, that WALKER will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.

Relationship between the Parties

WALKER is an independent contractor to CLIENT and nothing shall be construed to create a partnership, joint venture or agency relationship between WALKER and CLIENT.

Jurisdiction and Venue

All suits, proceedings and other actions relating to, arising out of or in connection with this Agreement will be submitted to the exclusive, in personam jurisdiction to the courts of the State of Connecticut. Venue for all such suits, proceedings and other actions will be exclusively in Connecticut. CLIENT hereby waives any claims against or objections to such in personam jurisdiction and venue.

Dispute Resolution

The parties agree to make reasonable efforts to resolve any dispute arising between the parties prior to pursuing litigation. Such efforts shall include the escalation of the dispute to a senior management executive of each party who has full authority to resolve the dispute on behalf of the party. In the event that CLIENT brings litigation or a lawsuit for alleged breach of this Agreement, and CLIENT does not prevail in the litigation, CLIENT agrees that Walker shall be paid its reasonable attorneys’ fees and costs for the defending the litigation or lawsuit.

Waiver

The waiver by WALKER of any default or breach by CLIENT shall not constitute a waiver of any other or subsequent default or breach. No action, regardless of form, arising out of these Terms may be brought by CLIENT more than one (1) year after the cause of action has accrued.

Subcontractors

WALKER may, in its reasonable discretion, use third party contractors inside or outside the United States to perform any Services.

Survival

All terms and provisions of contained herein which should by their nature survive termination of these Terms shall so survive.

Force Majeure

Neither party shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected (including mechanical, electronic, or communications failure).