QUARTZ SOLUTIONS PROVIDER AGREEMENT

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, capitalised terms shall have the meanings ascribed to them below, as applicable:

“Account” has the meaning given in Clause 2.1;

“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that party of its obligations or enjoyment of its rights under this Agreement;

“Attend” means joining a virtual appointment;

“Credits” means credits purchased by Solutions Provider pursuant to Clause 5, which allows Solutions Provider to arrange a Meeting with a Member

“Content” means any content uploaded, supplied and/or provided by Solutions Provider on the Platform;

“Effective Date” means the date Solutions Provider accepts this Agreement via the Platform;

“Fees” means the fees payable by Solutions Provider to Quartz in respect of Credits purchased by Solutions Provider to be used in conjunction with the Services;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Meeting” means a virtual appointment between Solutions Provider and Member that is scheduled and/or facilitated by Quartz;

“Member” means an authorised member of the Platform;

“Party” means either Quartz or the Solutions Provider and “Parties” shall be construed accordingly;

“Platform” means Quartz’s online platform for the facilitation of meetings / appointments between solutions provider and Members, the current URL being: https://quartznetwork.com;

“Quartz” means Quartz Management, LLC a California limited liability company whose office is at 2200 Pacific Coast Highway, Suite 307, Hermosa Beach, California 90254, USA;

“Services” means the provision by Quartz to Solutions Provider of the opportunity to be contacted by, and to contact Members and, if applicable and subject to Solutions Provider having sufficient Credits, arrange a Meeting;

“Solutions Provider” means the business entity or company that is entering into this Agreement with Quartz (as detailed during the account registration process pursuant to Clause 2). The address for Solutions Provider will be the address provided to Quartz or if such address is not provided, such other publicly available address for such business entity or company;

“Tax” means sales tax or value added tax or any other similar tax, charge or levy from time to time during the Term; and

“Term” has the meaning given in Clause 10.1.

1.2 In this Agreement (except where the context otherwise requires): (a) Clause headings are included for convenience only and shall not affect the interpretation of this Agreement; (b) use of the singular includes the plural and vice versa; (c) any references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (d) any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; (e) any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (f) references to time are to the time in Los Angeles, California; and (g) in writing includes by email unless otherwise indicated.

2. ACCOUNT REGISTRATION

2.1 In order to receive the Services and purchase Credits, Solutions Provider will need to register an account on the Platform (“Account”). To register an Account Solutions Provider will need to provide Quartz with certain information (such as Solutions Provider’s company name and contact details) and follow the instructions provided by Quartz (including accepting the Platform’s terms of use).

2.2 Quartz may ask Solutions Provider to complete additional verification before it allows Solutions Provider to open an Account.

2.3 Quartz has the right to disable any Accounts and/or passwords, at any time, if in Quartz’s reasonable discretion, Solutions Provider has failed to comply with any of the provisions of this Agreement.

2.4 If Solutions Provider knows or suspects that any unauthorised person has access to Solutions Provider’s login details, Solutions Provider should immediately notify Quartz at [email protected].

2.5 Solutions Provider is responsible for any unauthorised use of its login details.

3. SERVICES

3.1 Quartz shall, during the Term, provide: (a) the Services and; (b) access to the Platform to Solutions Provider.

3.2 In supplying the Services and access to the Platform, Quartz shall: (a) perform the Services with reasonable care and skill; and (b) comply with Applicable Law, provided that Quartz shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.

3.3 Quartz shall endeavour to provide constant, uninterrupted access to the Platform. However: (a) Quartz may suspend, withdraw, discontinue or change parts of the Platform without notice provided that in doing so it does not render the Services in a manner substantially different from that which is reasonably expected of Quartz; (b) the Platform may not be uninterrupted, timely, secure or error-free; and (c) from time to time Quartz may need to close the Platform and suspend the Services to carry out upgrades and/or maintenance.

3.4 The Services are only available to business customers and are not available to consumers (being anyone acting wholly or mainly outside of their trade, business, craft or profession).

4. SOLUTIONS PROVIDER’S OBLIGATIONS

4.1 Solutions Provider shall: (a) co-operate with Quartz in all matters relating to the Services; (b) provide, in a timely manner, such information as Quartz may reasonably require, and ensure that it is accurate and complete in all material respects; (c) not use the Platform in any way that breaches this Agreement or Applicable Law; (d) not copy, or otherwise reproduce or re-sell, any part of the Platform; (e) not modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Services (save as permitted pursuant to Applicable Law); (f) not take any action with the intention of circumventing or avoiding Credits being deducted from Solutions Provider’s Account (including attempting or making a meeting or appointment with a Member outside of the Platform); or (g) not do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Platform or any equipment, network or software used in operating the Platform.

4.2 If Solutions Provider supplies and/or uploads any Content to the Platform, it agrees: (a) that the Content will comply with all Applicable Laws; (b) that the Content will not infringe the rights of any third party, including Intellectual Property Rights; and (c) that it shall not interfere with any other content posted by another solutions provider or Member on the Platform.

4.3 Quartz does not review any Content provided by Solutions Provider, the Member or other solutions provider prior to it being uploaded and is not obliged to once it is live on the Platform, but Quartz reserves the right to take down and/or restrict access to any Content that its believes contravenes this Agreement.

5. CREDITS, FEES AND PAYMENT

5.1 Solutions Provider may, from time to time during the Term, purchase Credits from Quartz. The Credits that are needed for a Meeting will depend on each Member (including the seniority and title of the Member and the size of the company the Member is affiliated with) and will be notified to the Solutions Provider prior to a potential Meeting being arranged (as detailed in Clause 6.1). Quartz may from time to time provide guidance on how many Credits are needed for Meetings but such guidance shall not be binding on Quartz, however, without prejudice to the foregoing Quartz agrees that no more than 3,000 Credits will be needed to arrange a Meeting at any time.

5.2 Solutions Provider may purchase Credits via the Platform using a credit /debit card or request in writing that Quartz produce an invoice in respect of the relevant Fees and Credits and pay such invoice in accordance with this Agreement.

5.3 Once the Fees have been paid in cleared funds in Quartz’s nominated account or the transaction has been approved by the relevant card processor (as the case may be), Quartz will credit Solutions Provider’s Account with the applicable Credits.

5.4 The Parties agree that Credits do not need to be used by a particular date. Solutions Provider agrees that: (a) Credits do not have a monetary value and therefore the Fees paid for such Credits cannot be refunded once the Credits have been purchased (except under Clause 10.3); and (b) the Credits it purchases can only be redeemed by Solutions Provider and cannot be exchanged with or transferred to any other third party (including other solutions provider of the Platform).

5.5 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in United States dollars; (b) are non-cancellable and non-refundable; (c) are exclusive of Tax, which shall be added to Quartz’s invoice(s) at the appropriate rate; and (d) shall be paid in full into Quartz’s nominated bank account, free of any withholding, deduction, set-off or counterclaim except insofar as Solutions Provider is required by Applicable Law to make such deduction or withholding. If any such deduction or withholding is required, Solutions Provider shall pay to Quartz such additional amount as will ensure that Quartz receives the same total amount that it would have received if no such withholding or deduction had been required.

6. MEETINGS

6.1 Members can request to meet Solutions Provider via the Platform and following such request Solutions Provider will receive a notification from Quartz setting out the number of Credits that will be deducted from Solutions Provider’s Account if a Meeting with such Member is arranged (the “Initial Notification”). At this stage, Solutions Provider will not know the name or title of the Member (but will know what company the Member is affiliated with) and can either choose to proceed with the Meeting or reject the potential Meeting with the Member. Solutions Provider acknowledges that if it rejects the potential Meeting and subsequently decides to proceed with the Meeting with the Member the number of Credits for such Meeting may have changed since the Initial Notification (and in order to proceed with such Meeting Solutions Provider shall have to pay such amended number of Credits).

6.2 Solutions Provider can request to meet certain Members via the Platform (and the Platform will detail the number of Credits that will be deducted from Solutions Provider’s Account if it requests a Meeting with such Member).

6.3 If Solutions Provider agrees to proceed with a Meeting pursuant to Clause 6.1 or the Member accepts a Meeting request from Solutions Provider pursuant to Clause 6.2, Quartz will automatically deduct the relevant Credits from Solutions Provider’s Account and subject to Clause 6.5, such Credits are non-refundable.

6.4 Once a Meeting has been agreed pursuant to Clause 6.3, the name and title of the Member will be shared with Solutions Provider and Quartz will arrange an appropriate time for the Meeting to take place using its designated video-conferencing provider. Solutions Provider agrees to use such provider (including accepting its relevant terms of business).

6.5 If the Member does not Attend the Meeting, Attends the Meeting five (5) or more minutes after the scheduled start time of the Meeting or the Member leaves the Meeting within ten (10) minutes of the scheduled start time, Solutions Provider may request in writing that the Credits used for that Meeting are refunded or the Meeting is rescheduled. Solutions Provider must make such written request within seven (7) days of the scheduled meeting date and if Solutions Provider fails to makes a written request within this seven (7) day period Quartz is under no obligation to refund the Credits or reschedule the Meeting.

6.6 Without prejudice to Clause 6.3, Solutions Provider agrees that if Solutions Provider does not Attend the Meeting or Attends the Meeting three (3) or more minutes after the scheduled start time of the Meeting it will forfeit the applicable Credits and Quartz is under no obligation to refund the Credits or reschedule the Meeting.

6.7 Quartz will provide Solutions Provider with the contact details of the Member once the Meeting has concluded (provided that Solutions Provider has not claimed or requested relief pursuant to Clause 6.5 or Solutions Provider has not failed to Attend the Meeting) and the Member and Solutions Provider shall be free to contact each other outside of the Platform.

7. INTELLECTUAL PROPERTY

7.1 Quartz and its licensors shall retain ownership of all Intellectual Property Rights in the Platform and its content.

7.2 Solutions Provider and its licensors shall retain ownership of all Intellectual Property Rights in the Content.

7.3 Quartz grants Solutions Provider a fully paid-up, worldwide, non-exclusive, royalty-free, revocable licence to use the Platform provided that it complies with this Agreement and the documents referred to in it. Quartz reserves all other rights.

7.4 Solutions Provider hereby grants Quartz, to the greatest extent permissible by Applicable Law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use the Content in any format and through any media for any purposes including: (a) for the purposes of operating the Platform; (b) for the purposes of providing services to Solutions Provider, the Members and other users of the Platform; and (c) for the purposes of advertising and promoting the Platform in any and all media.

8. DATA PROTECTION

8.1 Please note that Quartz shall use Solutions Provider’s personal information in accordance with its privacy policy (available at https://quartznetwork.com/privacy-policy/).

9. WARRANTIES, UNDERTAKINGS AND INDEMNITIES

9.1 Each Party warrants and undertakes to the other Party that it is free to enter into this Agreement and to perform the obligations imposed on it hereunder, and that by doing so it will not be in breach of any obligation owing to a third party.

9.2 Solutions Provider represents, warrants and undertakes that: (a) it shall comply with Applicable Law in relation to the exercise of its rights, and fulfilment of its obligations under this Agreement; (b) it owns, or has a licence to use in accordance with this Agreement, all rights (including Intellectual Property Rights) in its Content; (c) the use by Quartz (including the inclusion on the Platform by Quartz) of any Content in accordance with this Agreement shall not infringe the rights, including the Intellectual Property Rights, of any third party; and (d) any individual entering into this Agreement warrants to Quartz that it has the power and authority to bind the business on whose behalf it is entering into this Agreement and procuring the Services.

9.3 Solutions Provider shall indemnify and hold Quartz harmless against any losses, costs, liabilities and expenses suffered or incurred by Quartz and/or its affiliates as a result of: (a) any claim that the use (including in the inclusion on the Platform by Quartz) of the Content by Quartz in accordance with this Agreement infringes the rights (including the Intellectual Property Rights) of any third party; (b) any use by Solutions Provider of Quartz’s Intellectual Property Rights other than in accordance with this Agreement; (c) any claim made against Solutions Provider and/or Member arising out of Meeting; and/or (d) any other breach of this Agreement.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and (subject to earlier termination in accordance with the terms of this Agreement) shall remain in force and effect until either Party gives to the other Party written notice to terminate (the “Term”). For the avoidance of doubt, if Solutions Provider terminates pursuant to this Clause 10.1, the Fees paid for Credits will not be refunded by Quartz to Solutions Provider.

10.2 Either Party may terminate this Agreement by notice in writing to the other Party, such notice to specify the effective date of termination, if the other Party commits a material breach of the terms of this Agreement and has not remedied the same (if such breach is capable of remedy) within thirty (30) days of being given notice in writing by the other Party specifying the breach and requiring its remedy.

10.3 If Solutions Provider terminates pursuant to Clause 10.2 or Clause 11.2 or Quartz terminates for convenience pursuant to Clause 10.1, Quartz will refund the Fees paid by Solutions Provider to Quartz for any unused Credits that Solutions Provider may have at the time of termination.

10.4 Termination shall not affect the accrued rights of the Parties.

10.5 All provisions that by their nature should continue in effect after termination or expiry of this Agreement shall survive termination or expiry of this Agreement.

11. CHANGES TO THIS AGREEMENT

11.1 Subject to Clause 11.3, Quartz may amend or add to this Agreement by providing no less than thirty (30) days’ notice to Solutions Provider in writing (the "Change Notice"), save that if the amendments or additions require Solutions Provider to make technical or commercial adaptations, Quartz will provide Solutions Provider with such longer notice period, if necessary, as is reasonable in the circumstances (the "Extended Notice Period").

11.2 Subject to Clause 11.1, Solutions Provider may terminate this Agreement on written notice to Quartz before the expiry of the relevant notice period set out in the Change Notice. Solutions Provider may waive its right to terminate by means of a written statement or clear affirmative action after receipt of the Change Notice. By continuing to use the Platform after receipt of the Change Notice, unless Solutions Provider has indicated its intention to terminate or if the Extended Notice Period applies, Solutions Provider shall be deemed to have waived its termination right under this Clause 11.2.

11.3 The requirement for Solutions Provider to provide advance notice for any amendments or additions to this Agreement under Clause 11.1 shall not apply where (a) Quartz is subject to a legal or regulatory obligation which requires it to change this Agreement in a manner which does not allow Quartz to respect the notice period referred to in Clause 11.1; or (b) Quartz has exceptionally changed this Agreement to address an unforeseen and imminent danger related to defending the Platform, the Services or the Members from fraud, malware, spam, data breaches or other cybersecurity risks.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement excludes or limits either Party’s liability in respect of: (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability which may not be limited or excluded under applicable law.

12.2 Subject to Clause 12.1:

(a) in no event shall Quartz be liable to Solutions Provider for (i) any information or content provided to Solutions Provider from any Member; or (ii) any loss suffered by Solutions Provider as a result of Quartz’s designated video-conferencing provider. Solutions Provider agrees that Quartz does not investigate and/or evaluate any information provided by Members and therefore in no event shall Quartz be liable to Solutions Provider for any representations or misrepresentations made by any Member;

(b) in no event shall Quartz be liable to Solutions Provider for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and

(c) Quartz’s total aggregate liability to Solutions Provider in respect of any loss or damage suffered and arising out of or in connection with this Agreement, whether in contract (including any amounts paid or payable under any indemnity), tort (including negligence) or otherwise shall be limited to: (i) USD$5,000; or (ii) the total amount of Fees received by Quartz from Solutions Provider in the 12-month period preceding the month in which the relevant event giving rise to the claim arose, whichever is the greater.

13. GENERAL

13.1 This Agreement and the documents referred to herein constitute the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersede any previous agreement or understanding between the Parties in relation to such subject matter. Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of this Agreement at any time before its signature (together "Pre-Contractual Statements"), other than those which are set out in this Agreement. Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this Clause 13.1 shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

13.2 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

13.3 Solutions Provider shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Quartz’s prior written consent.

13.4 Quartz may assign, transfer, subcontract or novate its rights and/or obligations under this Agreement to any other party at any time, and shall inform Solutions Provider thereof in writing within a reasonable time thereafter. In the event of any such assignment, transfer or novation Solutions Provider agrees that it shall promptly at the request of Quartz or the relevant assignee/transferee/novatee enter into such documentation as required by Quartz or the relevant assignee/transferee/novatee.

13.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.5 shall not affect the validity and enforceability of the rest of this Agreement.

13.6 A person who is not a party to this Agreement shall not have any rights (whether statutory or otherwise) to enforce any term of this Agreement. This shall not affect any right or remedy of a third party which exists, or is available, apart from statute.

13.7 Each Party at its own cost agrees to do and execute and perform such further deeds, documents, assurances, acts and things as may be required to give effect to the terms, intent and purposes of this Agreement.

13.8 This Agreement is only available in the English language and Quartz will not file a copy of any contract formed between the Parties.

13.9 This Agreement and any claim, controversy or dispute arising under, in connection with or related to this Agreement, including the interpretation and enforcement of the rights and duties of the Parties, will be governed by and construed in accordance with the internal laws of the State of California, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

13.10 Any and all disputes arising out of or in connection with Solutions Provider’s use of the Services and/or this Agreement will be resolved by binding arbitration, rather than in court. All arbitration disputes shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules and judgment of the award rendered may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles County, California. The Federal Arbitration Act shall govern the interpretation and enforcement of this provision, and the arbitrator shall apply California law to all other matters. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Any award in an arbitration initiated under this clause shall be limited to monetary damages. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. By agreeing to arbitrate, each Party is giving up its right to go to court and have any arbitration dispute heard by a judge or jury. Each Party agrees that with respect to arbitration disputes each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If, for any reason, any court with competent jurisdiction holds that the restriction set forth in this clause is unconscionable or unenforceable, then the agreement to arbitrate will not apply and the arbitration dispute must be brought exclusively in the appropriate California court.