TERMS & CONDITIONS

EXHIBIT “A”

TERMS AND CONDITIONS FOR ROSE GARDEN CONSULTING, LLC. (“RGC”)

CLIENT SERVICES AGREEMENT

The Terms and Conditions for Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).

Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

SUPERIORITY

To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.

COVERED SERVICES

It is understood that these Terms and Conditions apply to all services provided by RGC to Client. This explicitly includes any future, additional, or subsequent services provided by RGC to Client beyond those contemplated in the Agreement.

PAYMENT

Payment is due from Client to RGC prior to service. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc . In RGC’s sole discretion, RGC may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front, in which case payment is due within 15 days of any invoice provided.

LATE PAYMENTS

Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.

CANCELLATIONS OR RESCHEDULING

Cancellation or rescheduling of an onsite visit within 10 business days of Date of Onsite Visit shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

ACH DEBITS

Client agrees to provide payment(s) to RGC via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to RGC. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. RGC may initiate a debit transaction any time monies are due. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction. Client recognizes that Client’s or RGC’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release RGC from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.

CREDIT CARD PAYMENTS

Client agrees to provide payment(s) to RGC via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to RGC. Unless revoked in writing, RGC may initiate a credit card transaction any time monies are due. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by RGC by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release RGC from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.

RECURRING BILLING FOR SALES ACCELERATOR ENGAGEMENT PROGRAM

Any recurring billing programs (including but not limited to with respect to RGC’s ‘Sales Accelerator Engagement’ program) shall automatically renew for additional twelve (12) month billing periods unless earlier terminated by the Client by providing written notice to RGC of its intent not to renew, no less than sixty (60) days prior to the end of the initial billing term or then-current renewal period (as the case may be).

DISPUTE RESOLUTION

Client agrees to provide RGC with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to RGC, within six (6) months after any such claim, dispute, or controversy arises. Client must provide written notice via certified mail, return receipt requested, to: Rose Garden Consulting, LLC, 1175 Peachtree St. NE, Suite 1000, Atlanta, GA 30361 Attn: Ali Mirza. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against RGC, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay RGC’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

LIMITATION OF LIABILITY

IN NO CASE SHALL RGC, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF RGC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT WILL THE AGGREGATE OF EACH OF RGC, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST RGC (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF RGC, EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, RGC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND RGC EXPRESLLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.

CLIENT REPRESENTATIONS AND WARRANTIES; INDEMNITY

Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms of these Terms and Conditions, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions. Client agrees to indemnify and hold harmless RGC and the RGC Parties from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising form or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions of these Terms and Conditions.

TERMINATION UPON 60 DAYS NOTICE

Either Party may terminate this Agreement upon sixty (60) days prior written notice to the other party in the event that: (i) the other party breaches a material provision of this Agreement and such breach, if curable, shall continue without remedy for a period of 10 days after written notice from the non-defaulting party is transmitted; (ii) any representation, warranty or covenant of the other party in this Agreement is false or misleading in any material respect.

LEGAL AGREEMENT

Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and RGC and governs all services provided by RGC to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.

WAIVER

RGC failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.

INTELLECTUAL PROPERTY RIGHTS

As the creator of all Deliverables (as defined below) made hereunder , RGC shall retain all intellectual property rights, in perpetuity and regardless of possession, of all Deliverables, including but not limited to any copyrights with respect to same. As used in these Terms and Conditions, “Image” means all work-product produced and/or taken by RGC, including but not limited to any Written Documentation, Scripts, Playbooks, digital and/or video/audio documentation, and any other works made by RGC while performing the Services, in any format and/or method whatsoever, whether now existing, or later created or developed. Client shall not reproduce Deliverables in any manner without RGC’s explicitly written permission. Client recognizes and agrees that RGC may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Deliverables created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.

ADDITIONAL RIGHTS

Client may attempt to negotiate additional licensing rights for use of Deliverables, but RGC is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Deliverables in an additional format, but RGC is under no obligation to make such a sale or license.

PRESENTATION

A presentation of the Deliverables produced by RGC is ordinarily sent to Client digitally or made available on an online gallery. Enhancements or updates of Deliverables are included at RGC’s sole discretion.

RETENTION PERIOD

RGC agrees to retain Deliverables for a minimum of three months after such Deliverables are taken. Client shall have no right to obtain any Deliverables from RGC after this period of time, irrespective of whether RGC has retained or continues to utilize such Deliverables as RGC desires.

CANCELLATION

Client understands and agrees that RGC reserves any specified time and date for Client. Accordingly, payments are non-refundable even if Client cancels the request for RGC’s services, cancels the event, or changes the date of the event. RGC may choose, at RGC’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to RGC; similarly, RGC may choose, at RGC’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that RGC shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for RGC’s services, cancels the event, or changes the date of the event.

EXCUSED PERFORMANCE

RGC shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by RGC, including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in RGC’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes RGC, provided, however, that under no circumstances shall RGC be required to pay any monies or make any refund to Client.

MODIFICATIONS

Client agrees to examine these Terms and Conditions prior to receiving any services by RGC. These Terms and Conditions may be modified by RGC on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from RGC. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to RGC’s legal counsel, via certified mail, return receipt requested, at Rose Garden Consulting, LLC, 1175 Peachtree St NE, Suite 1000, Atlanta, GA 30361 Attn: Ali Mirza. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless RGC and Client agree otherwise.

UNENFORCEABLE PROVISIONS

If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.

HEADINGS AND TITLES

The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.

NOTICE PRECURSOR TO ACTION

The client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against RGC, the Client must provide written notice to RGC’s legal counsel, via certified mail, return receipt requested, at Rose Garden Consulting, LLC, 1776 Peachtree Rd. NW, Suite 420, Atlanta, GA, 30309. Attn: Ali Mirza, which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirements shall be strictly construed, and the Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. The client agrees to pay RGC’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure has not been strictly followed as defined in this section.

INITIATION OF ACTION

Client agrees that any claim and lawsuit relating to any matter with RGC, including but not limited to claims arising out of or related to the Agreement and any services provided by RGC to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.

RELEASE AND INDEMNITY

Client releases RGC, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “RGC Parties”) from any and all liability for, and agrees to indemnify and hold RGC Parties harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by RGC Parties, irrespective of RGC Parties’ negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) RGC Parties’ breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of RGC Parties ‘conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement.

NON-SOLICITATION OF EMPLOYEES, CONTRACTORS, OR AGENTS

Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by RGC to Client, Client will not hire any employee, contractor, or agent of RGC and will not, either directly or indirectly, solicit, induce, recruit, or encourage any RGC employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of RGC, either on behalf of the Client or for any other person or entity.

Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to RGC, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, RGC shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both RGC and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes RGC to recruit and train its employees, contractors, and agents. Both the Client and RGC mutually agree that this provision is reasonable and not a penalty. Client and RGC waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.

NON-DISPARAGEMENT

During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning RGC or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by RGC.

ACCELERATION

In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that RGC frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to RGC within 45 days of when said payment is due shall be considered a material breach of the Agreement.

COVENANT NOT TO SUE

Client provides RGC a release and covenant not to sue RGC for any and all reasons, related to this Agreement or otherwise.

NO BENEFICIARY

It is understood and agreed that Client and RGC are the sole parties to the Agreement, and the services provided pursuant to Agreement by RGC for Client is solely for the benefit of Client.

AMBIGUITY

The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either RGC or Client.

SUCCESSORS AND ASSIGNS

These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

GOVERNING LAW

The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Georgia. RGC and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.

VENUE

Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.

ENTIRE AGREEMENT FOR SUBJECT MATTER

These Terms and Conditions constitute the entire agreement between Client and RGC with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.