Terms and Conditions

1. Scope of Work: Being Point, Inc. (“BPI”) is engaged to assist the Company in a project for the benefit of the Company as described in the scope of work and other sections of the Engagement letter. By agreeing to the Engagement letter, the Company deems the scope of work to be an accurate and reasonable understanding of the Company’s needs and requirements and agrees to pay BPI for fulfilling said scope of work. Changes to the scope of work may be made with mutual written consent at any time during the Engagement and is subject to modification or increases to fees and timing as necessary. This agreement will include new fee arrangements, timing and deliverables and will supersede the previous scope of work once signed by both parties.
2. Responsible Party: BPI is in the Management Consulting business. BPI shall perform these services professionally and with reasonable diligence and may call upon the expertise and/or assistance of “affiliates” in the performance of such services; these affiliates may include sub-contractors and other business and professional services providers.
3. Monetary Liability Limitations: A party’s and its affiliates’ entire and collective liability arising out of or relating to this Agreement, including without limitation on account of performance or nonperformance of obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute or otherwise, shall in no event exceed the amounts paid to BPI under the Agreement, except that in the case of Client’s obligation to make payments when due under this Agreement, no such limitation shall apply.
4. Third Party Liability Limitation: Notwithstanding anything to the contrary contained in this Agreement, neither party nor its affiliates shall, under any circumstances, be liable to the other party or its affiliates for any claim based upon any third party claim or for any consequential, incidental, indirect, punitive, exemplary or special damages of any nature whatsoever, or for any damages arising out of or in connection with any malfunctions, delays, loss of data, loss of profit, interruption of service or loss of business or anticipatory profits, even if a party or its affiliates have been apprised of the likelihood of such damages occurring.
5. Timing Limitation: No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has occurred. As used in this section, “affiliates” of a party shall mean a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with a specified person, where control and its variants are understood to mean the ability to control the management and policies of a person.
6. Hourly Fee Calculation: If applicable, all consulting time calculations will be made from portal to portal.
7. Billing, Credit and Collections Arrangements: Unless otherwise specified, invoices will be submitted on a monthly basis. All invoices are due and payable fifteen (15) days from receipt. The authorized member of the Company is responsible for payment of all statements. This responsibility is not transferable. A service charge of one percent (1%) per month may be assessed on any statements outstanding for over thirty (30) days. All billings not disputed within fifteen (15) days of receipt are deemed accepted as correct. BPI reserves the right 
to obtain a retainer against work to be performed.
8. Out-of-pocket Expense Reimbursements: Unless otherwise specified, all reasonable expenses incurred by BPI 
regarding this engagement will be reimbursed to BPI by the Company within fifteen (15) days of receiving a statement of expenses. BPI reserves the right to obtain a retainer against out-of-pocket expenses to be incurred in the performance of the engagement.
9. Collections Policy: Should the Company fail to make timely payments to BPI pursuant to this Agreement, and collection by law or in equity or in bankruptcy, receivership or other court proceedings, or pursuant to arbitration, or this Agreement be placed in the hands of attorneys for collection, the Company shall pay, in addition to the moneys due and payable hereon, all reasonable attorneys’ and court or arbitration costs and expenses and collection fees, as such amount may be determined by court or arbitration proceedings.
10. Nondisclosure of Confidential & Proprietary Information: While working for the Company, BPI may have access to confidential and proprietary technical, financial or business information of the Company, including trade secrets. For example, any Company specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation that is not generally available to the public, and which the Company desires to protect against unrestricted disclosure or competitive use would be considered proprietary. BPI shall not disclose any such proprietary information or trade secrets of the Company to anyone other than the Company’s employees, advisors or representatives with a need to know. All written or photocopied proprietary information will remain the property of the Company and will be returned to the Company upon request. Upon completion of the Project or upon request by the Company, whichever comes first, BPI will return to the Company all tangible forms of proprietary information, including any and all copies, or will destroy them in a manner satisfactory to the Company. BPI will not publicly announce or disclose participation in the Project or disclose to third parties any proprietary information of the Company, without the prior written consent of the Company. 
All processes and analytical tools developed and used by BPI while working for the Company remain property of BPI and its affiliates. Company will not use such work product without explicit, written consent by BPI.
11. Governing Law: This Agreement shall be governed by the laws of the State of California. The situs of this Agreement is Los Angeles, California. Any breach of this Agreement by the Company will entitle BPI to all legal and equitable remedies as well as reasonable attorney’s fees and cost incurred in connection with the enforcement of this Agreement.
12. Settlement of Disputes: In the event of any dispute between BPI and the Company with respect to this Agreement, BPI and the Company agree to submit said dispute to binding arbitration under the commercial arbitration rules of the American Arbitration Association.
13. Entire Agreement: This Agreement sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings between the parties as to the subject matter here in.
14. Termination: Either party may terminate this Agreement without cause at any time upon written notice. BPI shall be entitled to all fees and expenses incurred up to the time the Company provides written notice to BPI. In the case that equity is given in consideration for BPI’s work, it will have accrued based on the percentage of project completed on a time basis or as otherwise stated in the payment section of the engagement letter. This amount shall also include payment for non-cancelable reservations and/or arrangements with, not limited to but including, sub-contractors, professional service firms, airlines, and hotels. BPI will submit a final bill within ten (10) days of written notice and will be entitled to payment upon receipt. All other normal billing arrangements, credit and collection as described in this Agreement apply to this final invoice.