Terms of Sale — Capability Statement Studio

1.1 Products covered

These Supplemental Terms apply to the following products and services offered through the Capability Statement Studio and Capability Statement Wizard:

• Builder — free self-service tier;
• Starter — $149 one-time purchase;
• Contractor Ready — $597 one-time purchase;
• Market Ready — $1,997 one-time purchase;
• Custom Design — $350 add-on;
• Brand Kit — $150 add-on; and
• GovReady Retainer — $97 per month.

Together, these products and services are referred to as the “Products.”

1.2 Relationship to the Terms of Use

These Supplemental Terms supplement the Taste of Home MSP Inc. Terms of Use available at tohmsp.com/terms (“Terms of Use”).

The Terms of Use continue to govern your use of tohmsp.com and related website features. Our Privacy Policy, available at tohmsp.com/privacy, governs the collection and handling of personal information.

If these Supplemental Terms conflict with the Terms of Use regarding the purchase, payment, delivery, refund, cancellation, or performance of a Product, these Supplemental Terms control. If the documents conflict regarding general website use, the Terms of Use control.

If you have a signed master agreement, statement of work, purchase order, subcontract, teaming agreement, or government contract with us that covers the same services, that agreement controls over these Supplemental Terms to the extent of any conflict.

1.3 Customer definitions

“Customer,” “you,” and “your” mean the individual or entity purchasing or receiving a Product.

If you purchase a Product for an organization, you represent that you have authority to bind that organization. In that case, “you” includes the organization and its authorized representatives.

The Capability Statement Studio is an advisory and document-preparation service for businesses seeking to improve the accuracy, presentation, and procurement usefulness of their capability statements.

Depending on the Product selected, we may:

• Review information from your SAM.gov registration and website;
• Review or analyze NAICS codes, PSC codes, size metrics, and related business information;
• Identify potential inconsistencies, omissions, or code-alignment issues;
• Prepare or format a branded capability statement;
• Prepare selected past-performance write-ups;
• Prepare agency-tailored versions of a capability statement;
• Provide limited code-related guidance;
• Provide design, branding, or document-formatting services; and
• Provide the ongoing services described in the GovReady Retainer.

Our analysis is advisory only. It is not a certification, government determination, legal opinion, accounting opinion, tax opinion, audit, formal size determination, or official eligibility determination.

No Product or document we prepare:

• Confers any government, SBA, SAM.gov, WOSB, MBE, certification, set-aside, or other status;
• Guarantees eligibility for a procurement, certification, set-aside, or contract;
• Replaces a government filing or official registration;
• Modifies your SAM.gov registration;
• Certifies the accuracy of your business information; or
• Creates any government affiliation, endorsement, approval, or recommendation.

3.1 Website information is not an offer

Product names, prices, descriptions, images, features, and availability shown on the website are provided for general information and may change without notice.

The presentation of a Product on the website, including a “Choose,” “Add,” or similar button, is not an offer to sell or a guarantee that the Product will be available. An order submitted by you is an offer to purchase the selected Product.

3.2 When a contract forms

A binding contract for a Product forms only when:

• You submit an order or otherwise request the Product;
• We confirm acceptance of the order in writing, including by email; and
• Payment has been received or we have agreed in writing to invoice you.

We may decline or cancel an order at our discretion, including when:

• The requested work is outside the listed Product scope;
• The requested work would require legal, tax, accounting, financial, or other professional advice we do not provide;
• We identify a conflict of interest;
• The information supplied is incomplete, inaccurate, unlawful, or unauthorized;
• The Product is unavailable;
• A price or description was displayed in error; or
• We determine that fulfilling the order would create legal, operational, security, or reputational risk.

If we cancel an order before work begins because of an error or our inability to provide the Product, we will refund amounts paid for the cancelled Product to the original payment method.

3.3 Free Builder tier

The Builder tier is free and creates no payment obligation unless you separately purchase a paid Product or add-on.

Use of the Builder tier remains subject to the Terms of Use, these Supplemental Terms where applicable, and the Privacy Policy.

3.4 Order mechanism

The website currently routes Product purchase buttons to the contact page rather than a complete checkout process. Until a checkout or other order mechanism is implemented, an order may be submitted through an inquiry, email, proposal, invoice, or other process that we confirm in writing.

The order-confirmation method actually used by T.O.H. MSP will control the applicable purchase. Any future checkout process must present the Product, price, recurring-charge terms, cancellation method, applicable taxes, and material purchase terms before payment is submitted.

4.1 Product fees

The advertised fees are:

• Builder — Free;
• Starter — $149 one-time;
• Contractor Ready — $597 one-time;
• Market Ready — $1,997 one-time;
• Custom Design — $350 add-on;
• Brand Kit — $150 add-on; and
• GovReady Retainer — $97 per month.

Unless an order confirmation states otherwise, one-time fees are payable when the order is accepted.

4.2 Accepted payment methods

The website identifies the following payment methods:

• Visa;
• MasterCard;
• Government Purchase Card; and
• ACH/EFT.

We may accept or decline a payment method at our discretion. A payment is not complete until funds have been received or an agreed invoicing arrangement has been established.

4.3 Invoicing

We may agree in writing to invoice a Customer rather than require payment at the time of order.

Unless the applicable written agreement states otherwise, invoices are due Net 30, meaning payment is due within thirty (30) calendar days after the invoice date.

We are not required to begin work before receiving payment or establishing an approved invoicing arrangement.

4.4 Taxes

Fees do not include applicable sales, use, excise, transaction, or similar taxes unless the order confirmation expressly states that they are included.

You are responsible for taxes imposed on your purchase, other than taxes imposed on T.O.H. MSP’s net income. If you claim a tax exemption, you must provide a valid exemption certificate or other documentation acceptable to the applicable taxing authority.

Tax treatment may differ depending on the Product, delivery method, Customer location, and applicable law. You should consult your tax adviser regarding your obligations.

4.5 Late payments

Past-due amounts may accrue interest at the lesser of:

• One and one-half percent (1.5%) per month; or
• The maximum amount permitted by applicable law.

We may suspend work, withhold deliverables, suspend access to the GovReady Retainer, or terminate the applicable order if payment is overdue.

4.6 Chargebacks and reversed payments

If a payment is reversed, dishonored, disputed, charged back, or otherwise not received, we may:

• Suspend work and access to Products;
• Withhold unfinished or unpaid deliverables;
• Suspend or terminate the GovReady Retainer;
• Require payment by another method;
• Recover the unpaid amount and reasonable payment-processing costs; and
• Treat the reversed amount as past due.

A chargeback does not cancel your payment obligations or prevent us from pursuing other remedies available under the order or applicable law.

5.1 Retainer services and price

The GovReady Retainer costs $97 per month.

Subject to the scope confirmed in the order, the Retainer includes:

• Monitoring the Customer’s SAM.gov renewal;
• Refreshing the capability statement quarterly;
• Updating codes as the Customer’s business changes; and
• Sending monthly opportunities matched to the Customer’s codes.

The Retainer does not include services outside this description unless separately agreed in writing.

5.2 Automatic monthly renewal

The Retainer begins on the start date stated in the order confirmation. It renews automatically for successive one-month periods until cancelled.

The monthly fee will be charged or invoiced at the beginning of each renewal period using the payment method or invoicing arrangement approved for the account.

5.3 Cancellation

The Retainer is month-to-month. You may cancel at any time by giving at least thirty (30) days’ written notice by sending a cancellation request to support@tohmsp.com.

The Retainer will continue through the end of the thirty (30) day notice period and will renew automatically each month until cancelled.

No partial-month refunds are given, and no refund is given for a month already paid.

5.4 Price changes

We may change the monthly Retainer price by providing at least thirty (30) days’ prior written notice.

If you do not accept the new price, you may cancel before the price change takes effect. If you continue using the Retainer after the effective date of the change, the new price will apply to future renewal periods.

5.5 Retainer limits

The Retainer does not guarantee:

• Renewal of your SAM.gov registration;
• Acceptance or approval of a code change;
• Eligibility for a government program;
• Placement in a buyer’s search results;
• Receipt of an opportunity;
• An invitation to bid;
• A contract award; or
• Any particular business result.

6.1 Refund policy for one-time Products

For Starter, Contractor Ready, Market Ready, and any paid add-on, you may request a full refund of the amount paid at any time before the first draft of the applicable deliverable is delivered to you. Once the first draft has been delivered, the fee is non-refundable. Delivery of the first draft is confirmed by our email to you transmitting the draft or stating that the draft is available.

Add-on fees follow the same refund rule as the tier they are attached to. However, if an add-on has not been started, you may request a refund of that add-on fee even after the first draft of the main deliverable has been delivered.

Regardless of the refund rules above:

• We will refund any amount paid for a Product that we fail to deliver;
• Refunds will be made to the original payment method unless otherwise required by law;
• Refunds are subject to verification of the applicable order and payment; and
• Nothing in these Supplemental Terms limits any non-waivable cancellation, refund, or other right available under Maryland, Nevada, federal, or other applicable law.

6.2 Requesting a refund

Refund requests should be sent to support@tohmsp.com with:

• The Customer’s name and organization;
• The order or invoice number, if available;
• The Product purchased;
• The date of purchase;
• The reason for the request; and
• The payment method used.

We will review an eligible refund request and, once approved, process the refund within ten (10) business days. The payment processor or financial institution may require additional time to credit the original payment method.

6.3 Retainer refunds

The GovReady Retainer is month-to-month and is billed monthly in advance. Because the Retainer may be cancelled at any time on thirty (30) days’ written notice as described in Section 5.3, fees for a paid month are non-refundable and no partial-month refunds are given, including after a renewal charge.

This does not limit any non-waivable refund or cancellation right available under Maryland, Nevada, federal, or other applicable law. If we fail to deliver the Retainer services for a paid month, we will refund the fee for that month.

7.1 Builder — Free

The Builder tier includes:

• A self-service capability statement wizard;
• A branded PDF generated using the available Builder functionality;
• The ability to pull or use SAM.gov data by UEI, where available and technically supported; and
• A small T.O.H. credit line or attribution.

The Builder tier does not include:

• A full code audit;
• Professionally written copy;
• A working call;
• Revision rounds;
• Agency-tailored versions;
• Past-performance write-ups;
• Legal, tax, accounting, or certification advice;
• SAM.gov registration services;
• Government filing services; or
• A guarantee of accuracy or procurement results.

7.2 Starter — $149 one-time

The Starter tier includes everything in Builder, plus:

• Removal of the T.O.H. credit line;
• Three design templates;
• An editable source file; and
• A NAICS and PSC quick-reference guide.

The Starter tier does not include:

• A full NAICS, PSC, or size-metrics audit;
• Professionally written copy;
• A working call;
• Revision rounds unless separately stated in the order;
• Past-performance write-ups;
• Agency-tailored versions;
• Sources Sought response drafting;
• Registration or certification services; or
• Bid or proposal writing beyond the listed inclusions.

7.3 Contractor Ready — $597 one-time

The Contractor Ready tier includes everything in Starter, plus:

• A full code audit covering NAICS, PSC, and size metrics;
• Professionally written copy;
• One revision round; and
• One thirty-minute working call.

The code audit is advisory and does not determine official eligibility, size status, certification status, or set-aside qualification.

The Contractor Ready tier does not include:

• Government filing or registration services;
• Certification applications;
• Legal, tax, accounting, or financial advice;
• Bid or proposal writing beyond the listed inclusions;
• Past-performance write-ups unless separately purchased;
• Agency-tailored versions unless separately purchased;
• Sources Sought response drafting unless separately purchased; or
• A guarantee of any procurement result.

7.4 Market Ready — $1,997 one-time

The Market Ready tier includes everything in Contractor Ready, plus:

• Past-performance write-ups;
• Three agency-tailored versions;
• A Sources Sought response template; and
• One sixty-minute strategy session.

The Market Ready tier does not include:

• Submission of a bid, proposal, Sources Sought response, or offer;
• Representation before a government agency;
• Legal review or certification of any submission;
• Certification or set-aside application services;
• Negotiation with a government agency or prime contractor;
• A guarantee of an award, invitation, revenue, or procurement result; or
• Services not expressly listed in the order confirmation.

7.5 Custom Design — $350 add-on

The Custom Design add-on includes:

• A custom palette matched to the Customer’s brand guidelines;
• A custom layout built around the Customer’s content;
• Logo cleanup or redraw;
• Letter and A4 versions; and
• Two revision rounds.

The Customer must provide the brand materials and content needed for the work. Custom Design does not include the creation of a complete capability statement unless that service is included in a separately purchased tier.

7.6 Brand Kit — $150 add-on

The Brand Kit add-on includes:

• Matching letterhead;
• A one-page line card; and
• An email signature block.

The Brand Kit does not include additional branding, website development, social-media design, advertising creative, or other materials not expressly listed.

7.7 Revision rounds

Unless an order states otherwise, a revision round means one consolidated set of changes submitted by the Customer in one written request.

A revision round does not include:

• New information that was not supplied before the original draft;
• A change in strategy or target audience;
• A new design direction;
• Additional deliverables;
• Corrections resulting from inaccurate or incomplete information supplied by the Customer; or
• Changes requested after the applicable revision period.

Additional revisions or services may be billed at our then-current rates after written approval.

8.1 Start of turnaround

Turnaround begins only after:

• We have accepted the order;
• Required payment or invoicing arrangements are complete;
• The Customer has supplied complete and usable information;
• Required files and permissions have been provided; and
• Any required working call or strategy session has occurred.

Customer delays, incomplete information, inaccurate information, missed calls, late approvals, or delayed responses extend the delivery timeline.

8.2 Product turnaround

Turnaround time runs only from our receipt of complete and usable information and, where applicable, completion of the included working call or strategy session. Any delay by the Customer (including incomplete information, late responses, missed calls, or rescheduling) extends the timeline day-for-day.

Our standard turnaround commitments are:

• Builder: The document is generated in the self-serve wizard and is not subject to a service-level commitment.
• Starter: Issued within ten (10) business days after the Customer has supplied all requested information.
• Contractor Ready: Issued within ten (10) business days after the Customer has supplied all requested information and the included thirty (30) minute working call has taken place.
• Market Ready: Issued within ten (10) business days after the Customer has supplied all requested information and the included sixty (60) minute strategy session has taken place.
• Custom Design: Issued within ten (10) business days after the Customer has supplied all requested information.
• Brand Kit: Issued within ten (10) business days after the Customer has supplied all requested information.
• GovReady Retainer: Services begin on the start date stated in the order confirmation and follow the monthly and quarterly schedule described in Section 5.

8.3 Calls and strategy sessions

Working calls and strategy sessions are scheduled by mutual agreement.

Calls and sessions will be scheduled using the scheduling method we provide (for example, by email coordination or a scheduling link) and are subject to availability.

If you need to reschedule, you should provide as much advance notice as reasonably possible. Missed calls or late cancellations may delay delivery. A replacement call or session may be scheduled subject to availability, and the turnaround timeline will adjust as described in Section 8.2.

8.4 Rush service

Rush service may be available on request. Rush availability and any rush fee will be quoted on request.

Any rush commitment must be confirmed in writing before work begins.

8.5 No guaranteed delivery date unless stated

Unless an order confirmation provides a specific guaranteed delivery date, stated turnaround times are estimates.

You are responsible for:

• Providing accurate, complete, and timely information;
• Providing your UEI, CAGE code, NAICS codes, PSC codes, revenue figures, size metrics, and other business information;
• Providing accurate past-performance details;
• Obtaining permission to provide reference names, contact information, performance information, and customer information;
• Confirming the accuracy of information we use;
• Reviewing each deliverable before filing, publishing, distributing, or submitting it;
• Maintaining the accuracy of your SAM.gov registration;
• Maintaining your own records and supporting documentation;
• Making all final decisions regarding codes, certifications, representations, and submissions; and
• Paying applicable fees and taxes.

You represent that you own or have the right to use everything you upload or provide, including:

• Logos;
• Photographs;
• PDFs;
• Text;
• Documents;
• Graphics;
• Testimonials;
• Customer information;
• Past-performance information; and
• Third-party content.

You must not upload or provide:

• Unlawful, defamatory, fraudulent, or infringing content;
• Confidential third-party information that you are not authorized to disclose;
• Export-controlled technical data requiring authorization;
• Passwords, payment-card information, or security credentials through a general form;
• Sensitive personal information unless we specifically request it through an appropriate secure process; or
• Information that violates a government contract, confidentiality obligation, or law.

You remain solely responsible for the accuracy, completeness, and content of your SAM.gov registration and anything you file, publish, submit, or distribute.

10.1 Ownership

You retain ownership of your brand, logos, text, photographs, documents, data, and other content that you provide to us (“Customer Content”).

10.2 License to T.O.H. MSP

You grant us a limited, non-exclusive, royalty-free license to access, use, reproduce, adapt, format, display, and modify Customer Content solely to:

• Provide the purchased Product;
• Prepare and deliver the applicable documents;
• Perform the GovReady Retainer;
• Communicate with you about the order; and
• Maintain business and transaction records.

We will not use Customer Content for marketing, advertising, public examples, or portfolio samples without your prior written permission.

10.3 Access and storage

Customer Content may be accessed by authorized T.O.H. MSP personnel, contractors, and service providers who need access to perform the purchased services or maintain related systems.

Customer Content may be stored in our business systems, hosting platforms, email systems, document-management systems, payment systems, and other service-provider systems used to operate the business.

We will retain Customer Content for the period needed to fulfill the purposes described in these Supplemental Terms and our retention practices, subject to the Privacy Policy, legal obligations, government-contracting requirements, dispute holds, accounting requirements, and legitimate business needs. After the applicable retention period, we will delete or de-identify Customer Content where reasonably practicable, subject to backups and legal or contractual retention requirements.

10.4 Aggregated and de-identified information

We may use aggregated or de-identified information derived from use of the Products to improve templates, workflows, code-audit methods, and services, provided that the information does not identify the Customer or a particular individual.

11.1 Customer use of finished documents

Subject to payment of all amounts due, the finished capability statement document and any editable source file delivered to the Customer are available for the Customer’s own business use.

We grant the Customer a perpetual, non-exclusive, non-transferable license to use the delivered document and source file for the Customer’s internal business, marketing, procurement, and contracting purposes.

11.2 T.O.H. MSP materials

We retain all rights in:

• Templates;
• Layouts;
• Design systems;
• Software;
• Wizard functionality;
• Copy frameworks;
• Code-audit approaches;
• Methodologies;
• Workflows;
• Know-how;
• General business methods; and
• Pre-existing materials.

The Customer may not resell, sublicense, distribute as a standalone template, reverse engineer, or hold out our templates, design systems, or methodologies as the Customer’s own product.

11.3 Free-tier attribution

The Builder tier may include a small T.O.H. credit line or attribution. Paid tiers do not carry that attribution unless the order states otherwise.

11.4 Public display

We may feature a completed document, Customer name, logo, or work sample only with the Customer’s prior written consent.

12.1 No results guarantee

We do not guarantee that the Customer will:

• Be found in a buyer’s search;
• Be contacted by a government agency or prime contractor;
• Be invited to bid;
• Win a contract or award;
• Qualify for a set-aside;
• Qualify for WOSB, MBE, SBA, HUBZone, 8(a), Veteran-owned, or other certification or program;
• Obtain or maintain an active SAM.gov registration;
• Receive an opportunity through the GovReady Retainer;
• Achieve a particular revenue level; or
• Obtain any other particular business result.

12.2 Government determinations

NAICS, PSC, size, set-aside, certification, responsibility, eligibility, and procurement determinations are made by the applicable contracting officer, the Small Business Administration, SAM.gov, the relevant agency, or another authorized government body.

Our code-related analysis is advisory and does not replace an official determination.

12.3 No legal, tax, accounting, or financial advice

We prepare documents and advise on codes. We are not attorneys or accountants, and we do not certify your business on your behalf.

Nothing we provide is legal, tax, accounting, financial, investment, insurance, or other regulated professional advice. You should consult your own qualified advisers before relying on information relating to:

• Business structure;
• Taxes;
• Accounting;
• Government representations and certifications;
• Size standards;
• Eligibility;
• Contract compliance;
• Intellectual-property rights;
• Privacy;
• Employment;
• Pricing; or
• Financial decisions.

T.O.H. MSP is not affiliated with, endorsed by, sponsored by, or acting on behalf of:

• The U.S. General Services Administration;
• SAM.gov;
• The Small Business Administration;
• FEMA;
• The Department of Defense;
• The Department of Health and Human Services;
• Any state or local agency; or
• Any other government agency.

References to SAM.gov, NAICS, PSC, UEI, CAGE, SBA programs, certification programs, or government agencies are descriptive and informational only.

Nothing in these Supplemental Terms, a Product, a deliverable, or the Capability Statement Studio implies government approval, endorsement, certification, sponsorship, or recommendation.

Our handling of Customer Content and personal information is governed by the Privacy Policy at tohmsp.com/privacy.

We may use Customer Content and personal information to:

• Process and fulfill orders;
• Communicate with Customers;
• Prepare and deliver Products;
• Provide the GovReady Retainer;
• Process payments and invoices;
• Maintain records;
• Comply with law and government-contracting obligations;
• Secure our systems;
• Resolve disputes; and
• Improve our services using aggregated or de-identified information.

Customer Content may be accessed by authorized personnel and service providers who need access to perform the applicable services or operate our systems.

Do not submit sensitive personal information through general forms. If sensitive information is necessary for a legitimate staffing, employment, contracting, compliance, or security purpose, contact us for instructions regarding an appropriate secure method.

Privacy questions and requests may be submitted to privacy@tohmsp.com.

15.1 Suspension or termination by T.O.H. MSP

We may suspend or terminate a Product or Retainer if:

• Payment is overdue or reversed;
• You breach these Supplemental Terms, the Terms of Use, or an order;
• You use the Product unlawfully;
• You misuse our intellectual property;
• You provide inaccurate, unauthorized, infringing, or unlawful content;
• You create a security, legal, or operational risk; or
• Continued performance becomes impracticable or unlawful.

15.2 Termination by Customer

You may terminate the GovReady Retainer as described in Section 5.

Termination of a one-time Product after work begins is subject to the refund policy in Section 6 and any applicable order.

15.3 Effect of termination

Upon termination:

• Amounts due for work performed or Products delivered remain payable;
• We may stop work on unfinished deliverables;
• Retainer services stop at the end of the applicable paid period unless terminated earlier for breach or nonpayment;
• Deliverables already paid for and issued remain available to the Customer, subject to these Supplemental Terms;
• Unpaid or unfinished materials may be withheld;
• Access to applicable Product features may end; and
• We may delete Customer Content according to the Privacy Policy and our retention practices.

15.4 Survival

Sections concerning payment, Customer responsibilities, Customer Content, intellectual property, disclaimers, limitation of liability, indemnification, governing law, claims deadlines, and any provision that by its nature should survive termination will survive.

16.1 Disclaimer of warranties

The Products and services are provided “as is” and “as available,” to the fullest extent permitted by law.

We disclaim all express, implied, statutory, and other warranties, including warranties of:

• Merchantability;
• Fitness for a particular purpose;
• Accuracy;
• Completeness;
• Non-infringement;
• Title;
• Availability;
• Timeliness;
• Results;
• Professional quality;
• Suitability for a procurement or certification purpose; and
• Freedom from errors or defects.

We do not warrant that:

• A Product will meet every Customer preference;
• Information obtained from SAM.gov, a website, a government portal, or another source is complete or current;
• A code recommendation will be accepted by a government agency;
• A deliverable will result in a contract, award, certification, set-aside, or business opportunity;
• The GovReady Retainer will identify every relevant opportunity;
• The website, wizard, or Product will be uninterrupted or error-free; or
• A third-party platform, including SAM.gov, will be available or accurate.

16.2 Exclusion of certain damages

To the fullest extent permitted by law, T.O.H. MSP, its officers, directors, employees, agents, contractors, licensors, suppliers, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost opportunities, lost data, loss of goodwill, or business interruption.

16.3 Liability cap

To the fullest extent permitted by law, our aggregate liability for all claims arising out of or relating to a Product, order, Retainer, or these Supplemental Terms will not exceed the greater of:

• The total fees paid by the Customer for the affected Product during the twelve (12) months preceding the event giving rise to the claim; or
• One hundred U.S. dollars ($100).

16.4 Carve-outs

The exclusions and liability cap in this Section do not apply to liability arising from:

• Fraud;
• Willful misconduct;
• Gross negligence;
• Death or bodily injury caused by our negligence; or
• Any liability that cannot be limited under applicable law.

16.5 Claims deadline

To the fullest extent permitted by law, any claim arising out of or relating to a Product, order, Retainer, or these Supplemental Terms must be filed within one (1) year after the claim arose. Claims not filed within that period are permanently barred.

Nothing in these Supplemental Terms limits any warranty or obligation contained in a signed master agreement, statement of work, purchase order, or government contract between the parties.

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless T.O.H. MSP, its officers, directors, employees, agents, contractors, licensors, suppliers, and service providers from third-party claims, demands, actions, damages, losses, liabilities, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Customer Content;
• Your breach of these Supplemental Terms;
• Your unlawful or unauthorized use of a Product;
• Your SAM.gov filings or submissions;
• Information you submit to a government agency, prime contractor, or other third party;
• Past-performance or reference information you provide without authority;
• Your violation of a third-party right;
• Your violation of a contract, law, regulation, or government requirement; or
• Your negligence or willful misconduct.

We may assume exclusive control of the defense of an indemnified claim. You may not settle an indemnified claim in a manner that imposes an obligation, admission, restriction, or liability on us without our prior written consent.

17.1 Limited intellectual-property remedy

If a deliverable prepared by us is finally determined by a court of competent jurisdiction to infringe a third party’s intellectual-property right, we may, at our option and expense:

• Modify the deliverable so that it is no longer infringing;
• Provide a replacement deliverable with substantially similar functionality or purpose; or
• Refund the fee paid for the affected deliverable.

This remedy does not apply to infringement resulting from:

• Customer Content;
• Customer instructions;
• Modifications made by the Customer or another party;
• Combination with materials not supplied by us; or
• Use outside the scope of these Supplemental Terms.

These Supplemental Terms are governed by the laws of the State of Nevada, without regard to conflict-of-laws principles.

Except as provided below, disputes arising out of or relating to these Supplemental Terms, a Product, an order, or the GovReady Retainer will be brought exclusively in the state or federal courts located in Clark County, Nevada. Each party consents to the personal jurisdiction and venue of those courts.

For any matter arising out of or relating to our operations in Maryland, the parties may also bring an action in the state or federal courts located in the State of Maryland. Each party consents to the personal jurisdiction of those courts for such matters.

Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction when monetary damages would be inadequate.

An eligible claim may be brought in small claims court.

If a mandatory dispute-resolution, administrative-remedy, forum-selection, or other dispute clause applies through a government contract, subcontract, teaming agreement, statement of work, or purchase order, that clause controls over this Section.

We may revise these Supplemental Terms by posting a revised version with a new effective date and last-updated date.

The version in effect on the date we confirm your order governs that order and will not be changed retroactively, except:

• By written agreement of the parties;
• Where required by law; or
• Where a change relates only to future orders, future Retainer periods, website use, or other matters that do not alter the completed purchase.

Changes to the GovReady Retainer price or renewal terms will be handled as described in Section 5.

20.1 Severability

If any provision is unlawful, invalid, or unenforceable, it will be enforced to the fullest extent permitted by law. If it cannot be enforced, it will be modified to the minimum extent necessary to make it enforceable while preserving its original purpose. The remaining provisions remain in effect.

20.2 Assignment

We may assign these Supplemental Terms or an order in connection with a merger, reorganization, sale of assets, financing, or change of control.

You may not assign or transfer an order or these Supplemental Terms without our prior written consent, except where applicable law provides otherwise.

20.3 Entire agreement

These Supplemental Terms, the applicable order confirmation, and any documents incorporated by reference constitute the agreement concerning the applicable Product.

They do not supersede or amend a signed master agreement, statement of work, purchase order, subcontract, teaming agreement, or government contract that covers the same services.

20.4 No waiver

Our failure to enforce a provision is not a waiver of our right to enforce it later. A waiver must be in writing and signed by an authorized representative.

20.5 No agency or partnership

These Supplemental Terms do not create an agency, partnership, joint venture, employment, fiduciary, or similar relationship between the parties.

20.6 Electronic communications

You agree that we may provide order confirmations, invoices, notices, approvals, cancellation confirmations, and other communications electronically, including by email or through the website.

Electronic records and signatures may be used to the extent permitted by applicable law.

20.7 Force majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, government action, changes in law, sanctions, power or telecommunications failures, cybersecurity incidents, internet disruptions, supply-chain disruptions, failures of third-party providers, or other events beyond our reasonable control.

For reference, the website may display the following government-registration identifiers:

• UEI: RF74ANM52GJ4
• CAGE: 9VRR0

Those identifiers are provided for informational purposes only and do not constitute a government endorsement, certification, award, or eligibility determination.

Formal legal notices must be directed to legal@tohmsp.com and mailed to the address above.