Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity — referred to herein as you, your, the Client, or the User — and MRG Solutions LLC, a company organized under the laws of the State of Utah, with its principal place of business located at 716 West 500 North, Smithfield, Utah 84335-4770, United States of America — referred to herein as MRG Solutions, we, us, our, or the Company. By accessing, browsing, or using our website located at www.mrgsolutions.lol and any subdomains, mobile versions, or successor URLs thereof — collectively referred to as the Site — or by engaging, purchasing, receiving, or benefiting from any of our professional services, including but not limited to systems architecture, network engineering, cybersecurity, cloud migration, data systems, managed IT services, and any related consulting, advisory, support, or technology services — collectively referred to as the Services — you expressly acknowledge that you have read, understood, and agree to be bound by all terms, conditions, policies, and notices contained or referenced in these Terms of Service.

If you do not agree to every provision of these Terms of Service in its entirety, you must immediately cease and desist from any and all access to or use of the Site and the Services. Your continued use of the Site or Services following the posting of any changes to these Terms shall constitute your irrevocable acceptance of such changes. We recommend that you print or save a copy of these Terms for your records, as they represent the complete and exclusive statement of the agreement between you and MRG Solutions LLC with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications, understandings, and agreements, whether oral or written, between you and MRG Solutions LLC relating to the Site and Services.

The Site and Services are intended for users who are at least eighteen years of age and possess the legal capacity to enter into binding contracts. By using the Site or Services, you represent and warrant that you are at least eighteen years of age, that you have the full right, power, and authority to enter into and perform your obligations under these Terms, and that, if you are acting on behalf of a corporation, limited liability company, partnership, governmental entity, or other organization, you are a duly authorized representative with the authority to bind such entity to these Terms. If you do not meet these eligibility requirements, you must not access or use the Site or Services.

2. Definitions and Interpretation

For the purpose of these Terms of Service and any related documents, schedules, exhibits, statements of work, service level agreements, or amendments incorporated by reference, the following definitions shall apply unless the context clearly dictates otherwise. Terms defined in the singular shall include the plural and vice versa; terms defined in any gender shall include all genders; and terms denoting natural persons shall include legal entities and vice versa.

Agreement means these Terms of Service, together with any and all exhibits, schedules, statements of work, service level agreements, amendments, addenda, change orders, and other documents expressly incorporated herein by reference or executed by authorized representatives of both parties in connection with the provision of Services.

Client Content means any and all data, information, documents, files, software code, system configurations, network specifications, architectural designs, trade secrets, proprietary materials, or other content of any nature that is provided, uploaded, transmitted, or otherwise made available by Client to MRG Solutions in connection with the Services, whether directly or through intermediaries, and including any derivatives, modifications, or compilations thereof.

Confidential Information means all non-public information disclosed by one party to the other, whether orally, in writing, or through electronic or other media, that is designated as confidential at the time of disclosure, or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, trade secrets, proprietary technology, business plans, financial information, client and prospect lists, pricing structures, security assessments, vulnerability reports, architectural diagrams, network topology information, source code, and the terms of this Agreement itself.

Deliverables means any work product, reports, analyses, designs, specifications, documentation, software, configurations, code, scripts, diagrams, plans, assessments, recommendations, or other materials that are created, developed, or produced by MRG Solutions specifically for Client in the course of providing the Services, excluding any Pre-Existing Materials as defined in Section 4.

Effective Date means the date on which Client first accesses or uses the Site or engages MRG Solutions for the provision of Services, whichever occurs first.

Intellectual Property Rights means all current and future rights in any jurisdiction, whether registered or unregistered, including copyrights, patent rights, trademark rights, trade dress rights, trade secret rights, moral rights, sui generis database rights, and all other intellectual property and proprietary rights of any kind, together with any applications, registrations, renewals, extensions, continuations, divisions, and reissues thereof.

Pre-Existing Materials means any software, tools, methodologies, frameworks, libraries, templates, processes, know-how, documentation, or other materials owned or developed by MRG Solutions prior to or independently of the engagement with Client, and any modifications, enhancements, or derivative works thereof created during the course of providing Services that are not specific to Client.

Statement of Work or SOW means a written document executed by authorized representatives of both parties that describes the specific Services to be performed, Deliverables to be produced, timelines, milestones, fees, payment schedules, and any other project-specific terms and conditions applicable to a particular engagement.

3. Description of Services

3.1 Scope of Services

MRG Solutions LLC provides professional technology consulting and related services in the field of computer systems design and related services, including but not limited to: systems architecture design, review, and implementation; network engineering, design, deployment, and optimization; cybersecurity assessment, architecture, monitoring, incident response, and remediation; cloud migration strategy, planning, execution, and post-migration optimization covering platforms including Amazon Web Services, Microsoft Azure, and Google Cloud Platform; data systems architecture, data pipeline engineering, data warehousing, and analytics platform implementation; managed information technology services, including help desk support, system administration, proactive monitoring, maintenance, and technology strategy advisory services; and any other consulting, professional, or technical services that MRG Solutions may offer from time to time and that are agreed upon between the parties in a duly executed SOW or service agreement.

The specific Services to be provided to any Client shall be defined in one or more written Statements of Work, service agreements, or engagement letters executed by authorized representatives of both parties. Each SOW, when executed, shall be deemed incorporated into and governed by these Terms. In the event of any conflict or inconsistency between these Terms and the provisions of a SOW, the provisions of the SOW shall control with respect to the specific Services and Deliverables described therein, but only to the extent of such conflict, and these Terms shall govern all matters not expressly varied by the SOW.

3.2 Performance Standards

MRG Solutions shall perform all Services in a professional, workmanlike, and timely manner, consistent with industry standards applicable to the computer systems design and technology consulting profession, and in accordance with the specifications, timelines, and quality standards set forth in the applicable SOW. MRG Solutions shall assign qualified personnel with appropriate skills, training, certifications, and experience to perform the Services, and shall make commercially reasonable efforts to ensure continuity of key personnel throughout the duration of the engagement.

Client acknowledges that the successful delivery of Services depends upon Client's timely and adequate cooperation, including: providing accurate and complete information about Client's existing systems, networks, infrastructure, and business requirements; granting MRG Solutions personnel appropriate access to Client systems, facilities, and personnel as reasonably necessary to perform the Services; designating a primary point of contact with decision-making authority; reviewing and responding to MRG Solutions inquiries, deliverables, and requests for feedback within agreed timeframes; and maintaining appropriate backup and recovery procedures for Client systems and data prior to any modifications proposed or implemented by MRG Solutions.

3.3 Third-Party Products and Services

In the course of performing the Services, MRG Solutions may recommend, specify, procure, integrate, or configure third-party products, platforms, software, or services — collectively, Third-Party Products — on behalf of Client. Client acknowledges that Third-Party Products are subject to the terms, conditions, warranties, and limitations imposed by the respective third-party vendors, licensors, or providers, and MRG Solutions makes no representations or warranties of any kind, express or implied, regarding the quality, performance, security, reliability, fitness for purpose, merchantability, or non-infringement of any Third-Party Products. Any claims, disputes, or issues relating to Third-Party Products shall be directed exclusively to the applicable third-party vendor, and MRG Solutions's sole obligation shall be to provide reasonable assistance in facilitating such claims to the extent consistent with its role as a consultant and integrator.

Client shall be solely responsible for obtaining, maintaining, and complying with all necessary licenses, subscriptions, or agreements for Third-Party Products, including payment of all applicable fees. MRG Solutions shall not be liable for any interruption, degradation, or unavailability of Services caused by or attributable to Third-Party Products, including changes in third-party APIs, service discontinuation, pricing changes, or licensing disputes.

4. Intellectual Property Rights

4.1 Pre-Existing Materials

MRG Solutions retains all right, title, and interest in and to all Pre-Existing Materials, including all Intellectual Property Rights therein. To the extent that any Pre-Existing Materials are incorporated into or necessary for the utilization of any Deliverables, MRG Solutions grants to Client, upon full payment of all fees due for the applicable engagement, a perpetual, irrevocable, worldwide, non-exclusive, non-transferable — except as part of a sale or transfer of substantially all of Client's business or assets to which the Services relate — non-sublicensable license to use such Pre-Existing Materials solely in connection with the use of the Deliverables as intended. For the avoidance of doubt, Client shall not, and shall not permit any third party to, access, use, copy, modify, distribute, reverse engineer, decompile, disassemble, or create derivative works of any Pre-Existing Materials except as expressly permitted herein.

4.2 Deliverables and Work Product

Unless otherwise expressly agreed in writing in the applicable SOW, upon full and final payment of all fees, costs, and expenses payable to MRG Solutions for the applicable engagement, MRG Solutions hereby assigns and agrees to assign to Client all right, title, and interest in and to the Deliverables created specifically for Client under such engagement, excluding any Pre-Existing Materials incorporated therein. The assignment of Deliverables is contingent upon and shall not become effective until MRG Solutions has received full payment for all Services rendered in connection with such Deliverables. If Client fails to make full payment when due, the assignment provided for in this section shall be void ab initio, and all rights in the Deliverables shall remain vested exclusively in MRG Solutions.

Client acknowledges that, notwithstanding the assignment of Deliverables, MRG Solutions retains the right to use generalized knowledge, skills, experience, ideas, concepts, know-how, methodologies, techniques, and processes that are retained in the unaided memory of MRG Solutions personnel and that are acquired or refined in the course of providing Services, provided that such use does not involve the disclosure or use of Client's Confidential Information or the creation of deliverables that are substantially similar to the specific Deliverables created for Client. This right reflects the fundamental principle that MRG Solutions's professional expertise is enhanced through experience across multiple client engagements and does not constitute a misappropriation of Client's Intellectual Property Rights or Confidential Information.

4.3 Client Content

Client retains all right, title, and interest in and to all Client Content, including all Intellectual Property Rights therein. Client grants to MRG Solutions a limited, non-exclusive, royalty-free license to access, use, reproduce, and process Client Content solely as necessary to perform the Services and to create the Deliverables for Client under the applicable SOW. MRG Solutions shall not use Client Content for any purpose other than performance of the Services, and shall not disclose Client Content to any third party except as expressly authorized by Client or as required by applicable law. Upon termination or completion of the applicable engagement, and at Client's written request, MRG Solutions shall, within a commercially reasonable time, return or securely destroy all copies of Client Content in its possession or control, except to the extent retention is required by applicable law or professional standards, or is necessary for MRG Solutions's internal record-keeping, audit, or compliance purposes.

4.4 Feedback

Client may, from time to time and in its sole discretion, provide MRG Solutions with suggestions, comments, feedback, enhancement requests, recommendations, or other input relating to the Site, Services, or Deliverables — collectively, Feedback. Client hereby grants to MRG Solutions a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, incorporate, and exploit any such Feedback for any purpose, including for the improvement, modification, and commercialization of MRG Solutions's products and services, without any obligation of compensation, attribution, or accounting to Client. Feedback is provided on an as-is basis, and MRG Solutions shall have no obligation to implement or act upon any Feedback.

5. Confidentiality

5.1 Obligations of Confidentiality

Each party acknowledges that, in the course of performing or receiving the Services, it may obtain or be exposed to Confidential Information of the other party. Each party agrees that it shall: hold all Confidential Information of the other party in strict confidence and protect it with at least the same degree of care that it uses to protect its own information of a similar nature, but in no event less than a reasonable standard of care; use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; not disclose, divulge, publish, transmit, or otherwise make available Confidential Information to any third party without the prior written consent of the disclosing party; and limit access to Confidential Information to its employees, contractors, agents, and representatives who have a legitimate need to know the information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

5.2 Exclusions

The confidentiality obligations set forth in this Section 5 shall not apply to information that: is or becomes publicly available through no breach of this Agreement by the receiving party; was rightfully in the possession of, or known to, the receiving party prior to its disclosure by the disclosing party, as established by contemporaneous documentary evidence; is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as established by contemporaneous documentary evidence; or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality to the disclosing party. Specific information shall not be deemed to fall within the foregoing exclusions merely because it is encompassed within more general information that falls within such exclusions, nor shall a combination of features or data be deemed within an exclusion merely because individual features or data points are publicly available, unless the combination itself and its principle of operation are also publicly available.

5.3 Compelled Disclosures

If the receiving party becomes legally compelled by a court, administrative agency, or other governmental body with competent jurisdiction to disclose any Confidential Information of the disclosing party, the receiving party shall, to the extent legally permissible, promptly notify the disclosing party of the compelled disclosure, provide the disclosing party with a copy of the legal demand, and reasonably cooperate with the disclosing party at the disclosing party's expense in any lawful effort to resist or narrow the scope of such disclosure, including by seeking a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, or if the disclosing party waives compliance with the provisions of this Agreement, the receiving party shall disclose only that portion of the Confidential Information that, on the advice of its legal counsel, it is legally required to disclose, and shall exercise all reasonable efforts to obtain confidential treatment of such disclosed information by the recipient.

5.4 Return of Confidential Information

Upon the written request of the disclosing party or upon termination or expiration of this Agreement, whichever occurs first, the receiving party shall promptly return or, at the disclosing party's election, securely destroy all documents, materials, records, and other media containing the disclosing party's Confidential Information, including all copies, excerpts, summaries, notes, or derivative materials thereof, and shall certify in writing to the disclosing party that such return or destruction has been completed. The receiving party may retain one archival copy of the Confidential Information solely for purposes of demonstrating compliance with this Agreement, defending against claims, or complying with applicable laws, regulations, or professional standards. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Section 5 in perpetuity.

6. Fees, Expenses, and Payment

6.1 Fees

Client shall pay MRG Solutions the fees set forth in the applicable SOW, service agreement, or engagement letter. Unless otherwise specified in the applicable SOW, fees for Services shall be calculated on a time-and-materials basis at MRG Solutions's then-current standard rates, which may be adjusted by MRG Solutions upon not less than thirty calendar days prior written notice to Client; provided, however, that any rate adjustment shall apply prospectively only and shall not affect Services already performed or SOWs already in progress as of the effective date of the adjustment, unless the SOW expressly provides for periodic rate adjustments. Fixed-price engagements, if any, shall be governed exclusively by the pricing terms set forth in the applicable SOW.

6.2 Expenses

In addition to the fees for Services, Client shall reimburse MRG Solutions for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of Services, including travel expenses, lodging, meals, telecommunications charges, shipping and postage, software license fees, cloud infrastructure costs, and third-party service fees incurred on Client's behalf. MRG Solutions shall provide Client with itemized documentation of all reimbursable expenses as reasonably requested by Client.

6.3 Invoicing and Payment

MRG Solutions shall invoice Client in accordance with the schedule set forth in the applicable SOW. Unless otherwise specified in the SOW, invoices shall be issued on a monthly basis for Services performed during the preceding month, and payment shall be due within thirty calendar days from the date of invoice. All amounts not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, from the due date until the date payment is received in full. Client shall be responsible for and shall pay all sales, use, value-added, service, and other taxes, duties, or levies imposed on the Services — excluding taxes based on MRG Solutions's net income, franchise taxes, or property taxes — whether such taxes are now or hereafter imposed. Client shall promptly reimburse MRG Solutions for any such taxes that MRG Solutions is required to pay or collect.

6.4 Late Payment and Suspension

If Client fails to pay any invoice when due and such failure continues for a period of fifteen calendar days after written notice from MRG Solutions, MRG Solutions may, in its sole discretion and without liability to Client, suspend performance of any or all Services until all outstanding amounts, including accrued interest, are paid in full. Any suspension of Services under this provision shall not relieve Client of its payment obligations for Services rendered prior to the suspension. Client shall reimburse MRG Solutions for all reasonable costs and expenses, including reasonable attorneys fees and collection agency fees, incurred by MRG Solutions in collecting any overdue amounts.

7. Representations, Warranties, and Disclaimers

7.1 Mutual Representations and Warranties

Each party represents and warrants to the other that: it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery, and performance of this Agreement by such party do not and will not violate, conflict with, or result in a breach of any other agreement, instrument, judgment, or legal requirement to which it is a party or by which it is bound; and this Agreement constitutes a legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms.

7.2 Service Warranty

MRG Solutions warrants that the Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards applicable to the computer systems design and technology consulting profession, and in substantial conformity with the specifications set forth in the applicable SOW. Client's sole and exclusive remedy, and MRG Solutions's entire liability, for any breach of the foregoing warranty shall be, at MRG Solutions's option, reperformance of the non-conforming Services at no additional charge, or refund of the fees paid for the non-conforming portion of the Services. The warranty provided under this section shall be valid for a period of thirty calendar days following completion of the applicable Services, after which period any claim for breach of this warranty shall be forever barred. This warranty shall not apply to the extent any non-conformity is caused by Client's failure to provide accurate information, Client's modification of Deliverables, or Client's use of Deliverables in a manner inconsistent with MRG Solutions's recommendations.

7.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.2 OF THESE TERMS, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MRG SOLUTIONS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUALITY OF INFORMATION, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT. MRG SOLUTIONS DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR COMPLETELY FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE ACCURATE, RELIABLE, OR MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS; OR THAT THE SITE OR SERVICES ARE COMPATIBLE WITH ANY PARTICULAR SYSTEM, PLATFORM, OR CONFIGURATION.

CLIENT ACKNOWLEDGES THAT THE SERVICES INVOLVE THE ASSESSMENT, DESIGN, AND MODIFICATION OF COMPLEX COMPUTER SYSTEMS AND NETWORK INFRASTRUCTURES THAT ARE INHERENTLY SUBJECT TO SECURITY VULNERABILITIES AND OPERATIONAL RISKS. MRG SOLUTIONS DOES NOT GUARANTEE THAT ITS SECURITY ASSESSMENTS WILL IDENTIFY EVERY VULNERABILITY, THAT ITS SYSTEM DESIGNS WILL BE IMMUNE TO ATTACK OR FAILURE, OR THAT ITS IMPLEMENTATIONS WILL ELIMINATE ALL OPERATIONAL RISKS. CLIENT ACCEPTS THE INHERENT RISKS ASSOCIATED WITH COMPUTER SYSTEMS AND NETWORKS AND AGREES THAT MRG SOLUTIONS'S OBLIGATIONS ARE LIMITED TO THE EXERCISE OF DUE PROFESSIONAL CARE AND THE APPLICATION OF INDUSTRY-STANDARD PRACTICES.

8. Limitation of Liability

8.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MRG SOLUTIONS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES RESULTING FROM SYSTEM FAILURE OR MALFUNCTION, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE SITE, OR THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT — INCLUDING NEGLIGENCE AND STRICT LIABILITY — BREACH OF WARRANTY, STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER MRG SOLUTIONS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MRG SOLUTIONS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS TO CLIENT FOR ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES — WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, STATUTORY DUTY, OR OTHERWISE — SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO MRG SOLUTIONS UNDER THE APPLICABLE SOW DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE THOUSAND UNITED STATES DOLLARS ($5,000.00). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE OR EXTEND THIS LIMITATION.

8.3 Exceptions and Carve-Outs

The limitations of liability set forth in this Section 8 shall not apply to: death or personal injury caused by a party's gross negligence or willful misconduct; fraud or fraudulent misrepresentation; a party's breach of its confidentiality obligations under Section 5; a party's infringement or misappropriation of the other party's Intellectual Property Rights; or any liability that cannot be excluded or limited under applicable law. In jurisdictions that do not allow the exclusion or limitation of certain warranties or liabilities, the liability of MRG Solutions shall be limited to the maximum extent permitted by the applicable law of such jurisdiction.

8.4 Allocation of Risk

Client acknowledges and agrees that the fees charged by MRG Solutions for the Services reflect the allocation of risk set forth in these Terms, including the disclaimers of warranties and limitations of liability contained in Sections 7 and 8, and that MRG Solutions would not enter into this Agreement or provide the Services at the agreed-upon fees without these provisions. The parties agree that the limitations specified in this Section 8 are fundamental elements of the basis of the bargain between MRG Solutions and Client and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9. Indemnification

9.1 Indemnification by Client

Client agrees to defend, indemnify, and hold harmless MRG Solutions, its affiliates, and its and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, judgments, settlements, costs, and expenses — including reasonable attorneys fees and court costs — arising out of or relating to: Client's use of the Site or Services in violation of these Terms or applicable law; Client's breach of any representation, warranty, covenant, or obligation under these Terms; any claim that Client Content, or MRG Solutions's use of Client Content in accordance with these Terms, infringes or misappropriates the Intellectual Property Rights or other rights of any third party; Client's negligence, willful misconduct, fraud, or violation of applicable law; or any dispute between Client and any third party, including any third-party vendor whose products or services are integrated or used in connection with the Services.

9.2 Indemnification Procedures

The party seeking indemnification shall: promptly notify the indemnifying party in writing of the claim, provided that failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure; grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that admits liability on the part of the indemnified party, imposes a material obligation on the indemnified party, or requires any payment by the indemnified party, without the indemnified party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed; and provide the indemnifying party with reasonable cooperation and assistance in the defense of the claim, at the indemnifying party's expense. The indemnified party may participate in the defense of any claim at its own expense with counsel of its own choosing.

10. Term and Termination

10.1 Term

These Terms shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions of this Section 10. The term of any specific SOW or engagement shall be as set forth therein. Upon termination or expiration of these Terms for any reason, all rights and licenses granted to Client hereunder shall immediately terminate, and Client shall immediately cease all use of the Site and Services.

10.2 Termination for Convenience

Unless otherwise specified in the applicable SOW, either party may terminate any SOW or engagement for any reason or for no reason upon not less than thirty calendar days prior written notice to the other party. In the event of termination for convenience by Client, Client shall pay MRG Solutions for all Services performed through the effective date of termination, including all work-in-progress and incurred but unbilled expenses, and for any non-cancelable commitments made by MRG Solutions on Client's behalf in connection with the terminated Services. In the event of termination for convenience by MRG Solutions, MRG Solutions shall refund to Client any prepaid fees attributable to Services not yet performed as of the effective date of termination.

10.3 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice to the other party if the other party materially breaches any provision of these Terms or such SOW and fails to cure such breach within thirty calendar days after receiving written notice specifying the nature of the breach in reasonable detail; or if the other party becomes insolvent, is unable to pay its debts as they become due, makes a general assignment for the benefit of creditors, files a petition in bankruptcy or has a petition filed against it that is not dismissed within sixty calendar days, or has a receiver, trustee, custodian, or similar agent appointed for all or substantially all of its assets.

10.4 Effect of Termination

Termination of these Terms or any SOW shall not relieve either party of any obligations accrued prior to the effective date of termination, including the obligation to pay fees for Services performed. The provisions of Sections 4 — Intellectual Property Rights, 5 — Confidentiality, 7.3 — Disclaimer of Warranties, 8 — Limitation of Liability, 9 — Indemnification, this Section 10 — Term and Termination, and 11 — Governing Law and Dispute Resolution, together with any other provisions that by their nature should survive termination, shall survive any termination or expiration of these Terms.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms and all matters arising out of or relating to these Terms, the Site, or the Services, including any disputes concerning the validity, interpretation, construction, performance, breach, or termination hereof, shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, the Services, or any transaction contemplated hereby.

11.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or validity thereof, shall first be submitted to non-binding mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If the dispute is not resolved through mediation within sixty calendar days of the initial mediation session, either party may pursue any remedies available at law or in equity. The parties agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Salt Lake County, Utah, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts. Each party waives any objection that it may have to the venue or forum of such courts, including any objection based on forum non conveniens or improper venue.

11.3 Equitable Relief

Notwithstanding the dispute resolution procedures set forth in Section 11.2, either party may seek injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction to prevent or restrain a breach or threatened breach of the provisions relating to Intellectual Property Rights, Confidential Information, or other provisions for which monetary damages would be an inadequate remedy. The party seeking equitable relief shall not be required to post a bond or other security as a condition of obtaining such relief.

12. General Provisions

12.1 Entire Agreement

These Terms, together with all documents and instruments incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set forth in these Terms in entering into this Agreement.

12.2 Amendments and Modifications

We reserve the right, in our sole discretion, to modify, amend, supplement, or replace these Terms at any time by posting the revised Terms on the Site. Material changes to these Terms will be communicated through a prominent notice on the Site at least thirty calendar days prior to the effective date of the change. Your continued use of the Site or Services following the posting of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to discontinue use of the Site and Services and, in the case of active SOWs, to exercise any termination rights you may have under Section 10. No modification of these Terms by any means other than as set forth herein shall be valid or binding.

12.3 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties as expressed in such provision. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. The invalidity of any provision in a particular jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction.

12.4 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any subsequent exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. Any waiver of any provision of these Terms must be in writing and signed by an authorized representative of the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default of the same or any other provision.

12.5 Assignment

Client may not assign, delegate, transfer, or otherwise dispose of any of its rights or obligations under these Terms, whether voluntarily, by operation of law, or otherwise, without the prior written consent of MRG Solutions, which consent may be withheld in MRG Solutions's sole discretion. MRG Solutions may assign, delegate, transfer, or otherwise dispose of these Terms, in whole or in part, without Client's consent, to an affiliate or in connection with a merger, acquisition, consolidation, reorganization, sale of all or substantially all of its assets, or similar corporate transaction. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.6 Relationship of the Parties

The relationship between MRG Solutions and Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other party's prior written consent. MRG Solutions shall have sole and exclusive control over the manner, means, and methods by which it performs the Services, including the selection and supervision of its personnel, subject to the overall specifications and deadlines set forth in the applicable SOW. MRG Solutions shall be solely responsible for all taxes, withholdings, insurance, and other obligations arising from its status as an independent contractor.

12.7 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms — other than payment obligations — if such delay or failure arises from causes beyond its reasonable control and without its fault or negligence, including acts of God, fire, flood, earthquake, hurricane, or other natural disaster; war, terrorism, riot, or civil commotion; epidemic, pandemic, or public health emergency; governmental action, law, regulation, or order; labor disputes or strikes not instigated by the affected party; failure or unavailability of third-party utilities, telecommunications networks, or infrastructure; or denial-of-service attacks, cyberattacks, or other malicious acts by third parties. The affected party shall promptly notify the other party of the force majeure event, its expected duration, and the obligations affected, and shall use commercially reasonable efforts to mitigate the effects of the event and to resume performance as soon as reasonably practicable. If a force majeure event continues for a period exceeding sixty calendar days, the non-affected party may terminate the affected SOW without liability upon written notice.

12.8 Notices

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given: upon delivery if delivered personally; three business days after deposit if sent by certified or registered mail, return receipt requested, postage prepaid; one business day after deposit if sent by nationally recognized overnight courier service with tracking capability; or upon transmission, with confirmation of receipt, if sent by electronic mail during normal business hours, or on the next business day if sent outside normal business hours. Notices to MRG Solutions shall be sent to solutions@mrgsolutions.lol, with a physical copy to MRG Solutions LLC, Attention: Legal Department, 716 West 500 North, Smithfield, Utah 84335-4770, United States. Notices to Client shall be sent to the physical address or electronic mail address provided by Client at the time of engagement or registration, or to such other address as either party may designate in writing from time to time.

12.9 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any rights, benefits, or remedies of any nature whatsoever under or by reason of these Terms, except as expressly provided in the indemnification provisions of Section 9 with respect to the indemnified parties described therein.

12.10 Construction

The section headings and subheadings contained in these Terms are included for convenience and reference only and shall not be considered in the construction or interpretation of any provision. The language of these Terms shall be construed in accordance with its fair meaning and not strictly for or against either party, regardless of which party drafted or caused to be drafted any provision. The use of the words including, includes, such as, for example, and similar terms shall not be construed to imply limitation and shall be deemed to be followed by the phrase without limitation. The use of the words hereof, herein, hereby, and hereunder shall refer to these Terms as a whole and not to any particular provision of these Terms.

13. Contact Information

If you have any questions, concerns, or comments regarding these Terms of Service, or if you wish to report a violation of these Terms, please contact us using the information provided below. We are committed to addressing your inquiries in a timely and professional manner.

MRG Solutions LLC

Registered Office Address

716 West 500 North
Smithfield, Utah 84335-4770
United States of America

Electronic Mail

General Inquiries: solutions@mrgsolutions.lol

Telephone

Main Office: +1 (747) 441-1410

Website

www.mrgsolutions.lol

For legal notices, service of process, or formal correspondence, please use the physical mailing address listed above and direct the communication to the attention of the Legal Department.