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General Terms

1. Services Provided.
  1. Finairo shall provide outsourced financial operations and advisory services (the “Services”) set forth in statement of work “SOW” attached. The Parties may enter into one or more SOWs throughout the Term in connection with Finairo’s provision of additional Services, each of which shall be deemed incorporated into this Agreement. Should the Parties desire to amend any existing SOW, they will enter into a “Change Order.”
  2. Finairo will provide the Services in a professional manner using employees or other personnel of a level of skill commensurate with the requirements of this Agreement..
2. Client Responsibilities.
  1. Client will sign off on all implementation items prior to onboarding.
  2. No course of dealing between Finairo and Client's customers shall be construed to create a contractual,
    legal, or equitable relationship between Finairo and such customers. Client warrants that Finairo shall bear no liability to such third parties for actions performed at Client’s direction.
  3. Client acknowledges that Finairo has scoped this SOW without access to required reporting systems.
3. Fees; Payment Terms.
  1. To the extent applicable, the following categories of fees for Services (collectively “Fees”) will be set forth in an SOW. Unless otherwise specified in the applicable SOW, the payment terms for each category of Fees will be as set forth below:
    1. Commencement Fee. A flat fee equal to two times the Monthly Fee. The Commencement Fee is applicable toward the Monthly Fee for the first and last month of the SOW Term. The Commencement Fee is due upon execution of the applicable SOW.
    2. Monthly Fee. A flat fee per month. The initial Monthly Fee is due no later than the Services Start Date, prorated based on the number of days remaining in that month. Each subsequent Monthly Fee is due on or before the first day of each month in advance.
    3. Add-On Service Fees. The Parties may agree that Finairo shall provide certain additional Services (“Add-On Services”) which shall be set forth on the SOW. Add-On Services denoted as “Flat Fee - Up Front” must be paid in full prior to Finairo’s provision of the selected Service. Add-On Services denoted as “Flat Fee - Upon Completion” must be paid in full upon Finairo’s completed provision of the selected Service. Add-On Services denoted as “Per Hour” or “Per Block” will be invoiced to Client monthly and are due upon receipt of invoice.
  2. Finairo accepts payment through a third-party payment processor, currently www.bill.com.
  3. All third-party costs, including but not limited to, costs for third-party service platforms, must be paid directly by Client, to the applicable third party, upfront. Client agrees to grant administrative access to Finairo for all such third-party accounts and hereby authorizes Finairo to make changes to expenditures as agreed to by the Parties in writing. Client will also be responsible for reimbursing Finairo for travel costs incurred to on-site meetings.
  4. Finairo maintains that it aims to deliver a satisfactory reporting process for Client, and failure to do so can result in a Termination for Cause (section 7b.), and may result in a refund of fees to the Client.
4. Limited License.

Client hereby grants Finairo a limited license to use Client’s approved logos and other
materials to provide the Services during the Term, subject to Client’s prior approval. In marketing its products
and services, Finairo may also use Client’s name, logo, or service mark in promotional materials and published
case studies.

5. Non-Solicitation. 

During the Term, and for twelve (12) months after its expiration or earlier termination, the
Parties agree that they will not, directly or indirectly, for themselves or on behalf of any other person or
 entity, solicit or attempt to solicit any employee from the other Party for hire. Such restriction shall not apply
to an employee’s response to a general job posting.

6. Confidentiality; Non-Disclosure.

The terms of the Mutual Nondisclosure Agreement entered into between the
Parties are hereby incorporated into this Agreement.

7. Term; Termination.
  1. Term.
    1. This Agreement is effective as of the Effective Date and, shall remain in effect until terminated in
      accordance with this Section (“Term”).
    2. Finairo shall commence providing the Services on the Service Start Date set forth in the SOW. The
      initial term of an SOW shall be the time period set forth in the SOW (“SOW Initial Term”). The SOW
      shall automatically renew for successive fixed periods set forth in the SOW (each a “SOW Renewal
      Term”) unless either party provides the other party with written notice of non-renewal no later than
      ninety (90) days prior to the expiration of the SOW Initial Term or the then-current SOW Renewal
      Term. The Initial Term and all Renewal Terms shall be collectively referred to as the “SOW Term”.
  2. Termination For Cause: Either Party may terminate this Agreement and/or any SOW hereunder
    immediately in the event of a material breach by the other Party that remains uncured fifteen (15) days
    from notice of breach. Upon such termination, Client shall remain obligated to pay Finairo all Fees
    prorated through the date of termination.
8. Force Majeure. 

Neither Party shall be liable hereunder for any failure or delay in the performance of its
obligations under this Agreement (excluding payment obligations) resulting from causes beyond that Party’s
control, in which event the non-performing Party shall be excused from its obligations for a reasonable period
of time.

9. Limitation of Liability.

EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION
OBLIGATIONS HEREUNDER, IN NO EVENT SHALL FINAIRO BE LIABLE TO CLIENT FOR DIRECT DAMAGES IN
EXCESS OF AN AMOUNT EQUAL TO THE FEES PAYABLE TO FINAIRO UNDER THE SOW GIVING RISE TO THE
CLAIM.

10. Indemnification.
  1. Each party (the “Indemnifying Party”) agrees to indemnify, hold harmless, and defend the other Party, its
    affiliates and its officers, directors, employees, contractors, and agents (each, an “Indemnified Party”)
    from and against any damages, liabilities, costs, expenses, and losses (including reasonable outside
    attorney fees and costs) (collectively, “Losses”) arising from a third party claim (“Claim”) relating to (a) the
    Indemnifying Party’s gross negligence, willful misconduct, or violation of applicable law in connection with
    this Agreement, (b) the Indemnifying Party’s breach of its nondisclosure obligations, or (c) the
    Indemnifying Party’s infringement of any patent, trademark, copyright, or other intellectual property
    rights (including trade secrets) of a third party.
  2. In addition to the foregoing, Client shall indemnify Finairo for all Losses arising from a Claim relating to
    actions performed by Finairo at Client’s direction.
  3. This Section shall survive the expiration or earlier termination of this Agreement.
11. General Terms
  1. Governing Law and Venue. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to its conflict of laws principles. Each party irrevocably consents to the personal and subject matter jurisdiction of state and federal courts in Suffolk County, MA for purposes of the dispute resolution process described herein and waives all claims that such courts do not constitute convenient or appropriate venues for such actions. In the event of a dispute between the parties, the parties will first attempt to resolve such dispute through active communications for no less than fifteen (15) business days prior to submitting such dispute to such courts. In the event of any suit or action based on this Agreement, the prevailing party is entitled to recover reasonable attorney fees.
  2. Notice. All notices, requests, consents and other communication hereunder shall be in writing, shall be addressed to the receiving party's address as listed above or as a party may designate by notice hereunder, and shall be deemed to have been given (i) if made by e-mail transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, or (ii) if sent by overnight courier, on the next business day following the day such mailing is made.
  3. Waiver; Modification. No modification to this Agreement, nor any waiver of any rights, will be effective unless consented to in a writing that references this Agreement and that is signed by both parties. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default.
  4. Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
  5. Independent Contractors. Neither party is or will be deemed to be an agent of, representative of, partner of, employee of, or joint venturer with, the other. Neither party will have the authority (or will represent that it has the authority) to enter into any contract or agreement to bind the other, or to assume or create any obligation, express or implied, on behalf of the other, or to represent the other party as agent, or employee, or in any other capacity. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment-related taxes and will maintain appropriate worker’s compensation for its employees. For the avoidance of doubt, Finairo and Finairo’s workers are not employees of Client and are not entitled to tax withholding, workers’ compensation, unemployment compensation or any employee benefits, statutory or otherwise.
  6. Assignment. Neither party may assign or delegate its rights or obligations under this Agreement, either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to any successor in interest in or to all or substantially all of such party’s equity securities, assets or business relating to the subject matter of this Agreement. Any attempted assignment in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and permitted assigns.
  7. Entire Agreement. This Agreement, including each SOW executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.