A Quote, the Purchase Terms and Conditions, and any associated Statement(s) of Work (if applicable) together constitute the “Agreement” between Landmark Technologies LLC and the Buyer.

Services

Buyer will retain Landmark Technologies LLC to provide and Landmark Technologies LLC agrees to provide Buyer the products and/or services described in the Quote details and Statement(s) of Work (if included), hereto referred as (the “Services”). Any modifications or additions to the Services shall be set forth in writing.

Acceptance

Any extension of this Agreement will only be valid if given in writing by Landmark Technologies LLC. This Quote, associated Statement(s) of Work (if any), and any order(s) based on them remain subject to Landmark Technologies LLC acceptance.

Personnel

Landmark Technologies LLC reserves the right to assign personnel to the project.

Ownership of Material

All materials, data, specifications, tapes, programs, reports, documents, and manuals in any form that are provided by Buyer to Landmark Technologies LLC shall be returned to Buyer at the termination of this Agreement. All Landmark Technologies LLC processes, methodologies, best practices, records, and other documents remain property of Landmark Technologies LLC. Such materials, data, specifications, tapes, programs, reports, records, documents, and manuals in any form that are provided to Buyer by Landmark Technologies LLC shall be returned to Landmark Technologies LLC at the termination of this Agreement.

Confidentiality

Landmark Technologies LLC and Buyer acknowledge that in the course of performing the Services it may be exposed to and have access to proprietary and confidential information. Both Parties agree to treat all such information and the terms of this Quote and associated Statement(s) of Work (if included) as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Quote and any associated Statement(s) of Work.

Security

Landmark Technologies LLC personnel will comply with all security requirements of Buyer in force at Buyer premises.

Liability

Landmark Technologies LLC’s liability to Buyer for damages or other claims (including any indemnification) from any cause whatsoever and regardless of the form of action, whether in contract or in tort, including negligence or otherwise, or with regards to any other obligations/responsibilities herein shall in the aggregate be limited to the amount paid for the Services as provided in the Quote. In no event, whether in contract, tort or otherwise (including breach of warranty, negligence and strict liability in tort), shall Landmark Technologies LLC be liable for indirect or consequential damages (including loss of business, loss of profits, and the like), exemplary, punitive or special damages, whether or not Landmark Technologies LLC has been advised of the possibility or certainty of such damages or losses, even if the remedies provided are deemed to have failed of their essential purpose.

Termination

If either party is in breach of any of its obligations under this Agreement the other party may give a notice in writing of the breach to the defaulting party and request the latter to remedy it. If the party in breach fails to remedy the breach within thirty (30) days after the date of written notice, this Agreement may be terminated immediately by written notice of termination.

Force Majeure

Landmark Technologies LLC shall not be liable to Buyer for any delay or failure by Landmark Technologies LLC to fulfill its obligations under this Agreement or otherwise if such delay arises from any cause or causes beyond the reasonable control of Landmark Technologies LLC, including but not limited, to: labor disputes, strikes, lock-outs, work stoppages, or other labor disturbances, or supplier failures, acts of God, shortages of materials, utility or communication failures, orders or acts of any government agency or subdivision thereof or civil authority, or by national emergencies, insurrections, riots, or wars actions, plague, epidemic, pandemic, outbreaks of infectious disease or any public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, or temporary unavailability of qualified service personnel at Landmark Technologies LLC’s offices due to emergency or priority service calls received prior to Buyer’s call or scheduled engagement.

Notice

All notices and other communications pertaining to this Agreement shall be effective if made in writing and delivered to the recipient’s address set forth below by hand delivery, registered or certified mail with postage prepaid overnight courier services. Notices made in accordance with this section shall be deemed delivered or received upon receipt if delivered by hand, 3 business days after mailing or 1 business day after deposit with an overnight courier service. Landmark Technologies LLC, 1776 N Scottsdale Rd, Unit 1184, Scottsdale, Arizona, 85252, Attn: Jonathan Garcia

Assignment

Landmark Technologies LLC or Buyer may not assign this Agreement without the prior written approval of the other party.

Binding

This Agreement shall be binding upon the successors, administrators, and permitted assigns of Landmark Technologies LLC and the successors and assigns of the Client.

Applicable Law

Any agreement is entered into and to be interpreted under the laws of the State of Arizona and venue is within Maricopa County, Arizona.

Invalidity of Provision

The invalidity or enforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severable.

Customer Acceptance

Landmark Technologies LLC will not be held responsible for any change requests outside of the Quote and applicable Statement(s) of Work of this Agreement. Additional or amended requirements must be agreed in writing. Landmark Technologies LLC will provide estimates for additions and modifications upon request.

Project Start

Landmark Technologies LLC will begin work in accordance with the project schedule after receiving a valid purchase order and deposit. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.

Complete Agreement

This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this agreement. This Agreement may be executed in any number of counterparts, each of whom shall be an original and all of which shall constitute together but one and the same document.

Legal Representation

Landmark Technologies LLC and Buyer acknowledge that it is, in no way, the legal representative or agent of the other for any purpose, has no right or authority to create any obligation to a third party on behalf of the other or to otherwise bind the other in any way, and has no authority to provide any guaranty or warranty on behalf of the other.

Employees

Landmark Technologies LLC and Buyer acknowledge that the Landmark Technologies LLC personnel providing Services to Buyer from time to time are personnel of Landmark Technologies LLC and shall not be construed as employees of Buyer for any purpose.

Names and Logos

Landmark Technologies LLC and Buyer shall not use the other’s name, logo or initials without the express written consent of the other.

Payment

All prices quoted are in US Dollars and are exclusive of transportation, insurance, taxes and duties, all of which shall be paid by Buyer. Pricing is valid for 30 days, an extension will be valid only in writing. Landmark Technologies LLC will bill for services rendered upon shipment of the order. Payment of the invoice is due within 30 days of receipt, and a finance charge of 5% of the total balance will accrue monthly for all unpaid balances past 30 days.

Any modification to Payment terms must be mutually agreed upon in writing on a Quote.

Credit Card Authorization

If Buyer pays by credit card, Buyer represents that it is the owner of or is authorized to use the credit card and Buyer authorizes Landmark Technologies LLC to charge the credit card for all transactions through the HubSpot payments platform, unless otherwise specified. If Landmark Technologies LLC extends credit to Buyer, Buyer will be invoiced on the agreed upon terms.

Taxes

All orders are subject to sales tax. If Buyer is exempt, Buyer is responsible for providing a copy of the Sales and Use Tax Exemption Certificate. Tax shown is an estimate, actual sales tax will be calculated at the time of order.

APPROVAL:

To approve a sales Quote and initiate an order please digitally sign the Quote.

Please also print, sign, and email any other supporting Quotes, documents, and Statements of Work (if included) to orders@lndmrktech.com, Attn: Order Processing.

Upon Landmark Technologies LLC’s acceptance, our Order Fulfillment Department will advise shipment within 5 business days. Included in your fulfillment package, or viewable upon installation of your product, is the standard vendor Software License, Services Agreement and/or End User License Agreement (EULA). The provisions contained in the vendor Software License, Services Agreement(s) and/or End User License Agreement(s) supersede anything contained herein or any other documents, unless expressly stated and agreed by all parties.