Terms and Conditions – Effective May 28, 2026

These terms and conditions govern services provided by The Amplēo Group. The version posted on this website at the time Client executes an Engagement Letter, Statement of Work, or similar ordering document shall govern that engagement. The Amplēo Group may update these terms and conditions at any time in its sole discretion. Updated versions will be posted here with a revised Effective Date. By continuing to engage Services by The Amplēo Group after such updates, Client agrees to be bound by the revised terms and conditions. Clients are encouraged to review this page periodically to stay informed of any changes.

1. Applicability

These terms and conditions (these “Terms”) apply to any transactions conducted with The Amplify Group, LLC, its subsidiaries and affiliated entities and any entity that controls, is controlled by, or is under common control with it (collectively, “The Amplēo Group”) and specifically govern the sale of the services (the “Services”) by any member of The Amplēo Group to the client named on the Engagement Letter (as defined below) (“Client”). Client and The Amplēo Group are referred to collectively as the “Parties” and individually as a “Party.” The engagement letter and/or statement of work delivered by The Amplēo Group to the Client (collectively, the “Engagement Letter”) and these Terms (together with the Engagement Letter, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral; provided, however, that if there is a conflict between the Engagement Letter and these Terms, the Engagement Letter will govern. The Agreement supersedes any of Client’s general terms and conditions of purchase. The Amplēo Group expressly rejects Client’s general terms and conditions of purchase, and provision of the Services does not constitute acceptance of any of Client’s terms and conditions. Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of the Services (“Master Agreement”), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.

2. Compensation

In consideration of the provision of the Services by The Amplēo Group and the rights granted to Client under the Agreement, Client shall pay The Amplēo Group a fee in the amount and under the terms specified in the Engagement Letter.

3. Expenses

Client shall reimburse The Amplēo Group for all actual and documented travel and out-of-pocket expenses incurred by The Amplēo Group in performing the Services that have been approved in advance by Client, which consent shall not be unreasonably withheld, at The Amplēo Group’s actual cost.

4. Time of Payment and Late Payment Charges

All invoices are due and payable within thirty (30) days of receipt, unless otherwise stated within the Engagement Letter. Client shall pay a service charge for all overdue amounts of 1.5% per month (18% per year) [plus $25 per billing period] until paid in full, or the highest rate permitted by law, whichever is lower. The Amplēo Group shall be entitled to suspend Services until all outstanding amounts are paid in full. All rights of Client herein are conditioned on receipt of full payment. Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with The Amplēo Group, whether relating to The Amplēo Group’s breach, bankruptcy, or otherwise.

5. Payment Structure; Autopay; Retainer

5.1 Payment Methods

Client agrees to remit payment either (a) through an automatic payment method (“Autopay”), or (b) under a prepaid retainer structure, as specified in the applicable Engagement Letter. If Autopay is selected, Client authorizes The Amplēo Group to charge the designated payment method for all amounts due under the Agreement in accordance with the invoicing schedule set forth in the Engagement Letter.

5.2 Retainer Model

Where a retainer model applies, Client shall prepay an amount equal to two (2) to three (3) months of the estimated fees for the engagement, as determined in the Engagement Letter. The retainer shall be applied against Services performed. Unless otherwise stated in the Engagement Letter, retainers are replenished as utilized to maintain the agreed retainer balance. Any unused retainer amounts shall be handled as specified in the Engagement Letter.

5.3 Billing Structures

The Amplēo Group may bill for Services in any combination of the following fee structures, as set forth in the applicable Engagement Letter: (a) Per Unit Fees, including without limitation hourly rates or fees per deliverable; (b) Fixed Fees for defined scopes of Services; (c) Performance-Based Fees, including fees contingent upon achievement of specified metrics, milestones, savings, or results. The specific billing structure, rates, payment timing, performance criteria (if applicable), and related terms shall be set forth exclusively in the Engagement Letter.

5.4 Governing Terms

All payment amounts, billing mechanics, retainer requirements, Autopay authorization requirements, and fee calculations applicable to a specific engagement shall be governed by the applicable Engagement Letter. In the event of any conflict between this Section and the Engagement Letter, the Engagement Letter shall control.

6. Taxes

Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder except for any taxes imposed on, or with respect to, The Amplēo Group’s income, revenues, gross receipts, personnel, or real or personal property or other assets, as set forth in Section 11.

7. Termination

7.1 Renewal

Either Party, in its sole discretion, may terminate the Agreement by providing at least sixty (60) days’ written notice to the other Party prior to the end of the Initial Term or the end of any Renewal Term (as such terms are defined in the Engagement Letter) of its intent to terminate the Agreement. Termination prior to the completion of the Initial Term or any Renewal Term shall forfeit unused rollover hours, if any.

7.2 Convenience

The Amplēo Group may terminate the Agreement in whole or in part at any time and for any reason upon thirty (30) days’ prior written notice to Client. There will be no charges for canceling Services not yet provided.

7.3 Default

In addition to any remedies that may be provided under these Terms, The Amplēo Group may, upon ten (10) days’ prior written notice, terminate the Agreement if Client: (i) fails to provide payment as required herein; (ii) fails to strictly comply with the provisions of Confidentiality or makes an assignment in violation of the Agreement; (iii) fails to perform any other material obligation set out in the Agreement; (iv) becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (v) files a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended; or (vi) if such a petition is filed against Client by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.

7.4 Right to Cure

Except for Sections 7.3(iv)–(vi) and only if such breach is capable of cure, The Amplēo Group shall provide Client with prompt notice of Client’s breaches of the Agreement and the reasonable number of days after receipt of written notice of such breach within which Client must cure such breach(es).

8. Intellectual Property

8.1 Client Data

Client’s raw data, records, content, and other materials supplied to The Amplēo Group (“Client Data”) remain the sole and exclusive property of Client. The Amplēo Group acquires no rights in Client Data except the limited right to use it solely to perform the Services.

8.2 The Amplēo Group Background IP

All methodologies, frameworks, software, tools, templates, algorithms, processes, know-how, and other intellectual property owned or developed by The Amplēo Group prior to or outside the scope of the Services (the “Background IP”) shall remain the property of The Amplēo Group. Client receives a limited, non-exclusive, royalty-free license to use such Background IP solely as incorporated into the Deliverables.

8.3 Deliverables; Ownership Determined by Engagement Letter

Ownership of the Deliverables created under the Agreement will be as specified in the Engagement Letter:

8.3.1 Scenario A (Default) – The Amplēo Group Owns Deliverables: All documents, reports, analyses, dashboards, models, designs, graphics, and other work product created by The Amplēo Group in connection with the Services (“Deliverables”) are and shall remain the property of The Amplēo Group, together with all associated intellectual property rights (including copyrights, derivative works, trademarks, trade secrets, and other proprietary rights). Upon full payment, The Amplēo Group grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use the Deliverables solely for Client’s internal business purposes. Client receives no rights in the Background IP except as incorporated into the Deliverables. Client’s rights in Deliverables do not extend to any Third Party Materials, which are governed by Section 9. Scenario A is the default and shall apply to Client’s engagement unless the Engagement Letter expressly states that Scenario B applies.

8.3.2 Scenario B – Work-for-Hire: Deliverables created specifically for Client shall be deemed “works made for hire” to the extent permitted by applicable copyright law. To the extent any Deliverable does not qualify as a work made for hire, The Amplēo Group hereby assigns to Client all right, title, and interest in such Deliverable upon full payment. The Amplēo Group retains all right, title, and interest in the Background IP and grants Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as incorporated into the Deliverables. Client shall not use or disclose any preliminary concepts, drafts, ideas, or materials provided by The Amplēo Group unless expressly authorized in writing. Ownership under this Scenario does not extend to any Third Party Materials, which are governed by Section 9. The Engagement Letter must expressly state that Scenario B applies to Client’s engagement; otherwise, Scenario A shall apply.

9. Third Party Materials

The Amplēo Group may procure, license, or use materials in which third parties hold or retain rights, including without limitation marketing research and data, analytics repositories, tracking software, AI tooling and algorithms, stock photography, stock video, voiceovers, and music (“Third Party Materials”) as needed for the Services. Third Party Materials are the exclusive property of their respective owners, and Client’s rights to use such Third Party Materials are limited solely to the applicable third-party license terms. The Amplēo Group shall use commercially reasonable efforts to obtain any rights necessary for The Amplēo Group to use Third Party Materials in performing the Services and to communicate any material license restrictions applicable to Client, but The Amplēo Group shall have no obligation to obtain rights beyond those reasonably required for its own performance. Third Party Materials are provided “as-is” and may include inaccuracies, outages, errors, performance limitations or compliance constraints. Client agrees to comply with all applicable third-party license terms and is solely responsible for any use of Third Party Materials outside the scope of such licenses. Client releases The Amplēo Group from all liability (including ordinary negligence) arising from or related to Third Party Materials, except to the extent arising from The Amplēo Group’s willful misconduct.

Client’s ownership or license rights in any Deliverables do not extend to Third Party Materials, and The Amplēo Group makes no representations or warranties regarding the rights, permissions, availability, performance, or continued access provided by such third parties with respect to the Third Party Materials.

10. Right to Use Logo in Marketing

Client hereby consents to The Amplēo Group’s use of its name and logo in The Amplēo Group’s marketing collateral and general promotional materials, including, without limitation, on The Amplēo Group’s website, its brochures, pitch decks, capability statements, and listings of representative clients. The Amplēo Group may also prepare and publish a non-confidential case study describing the Services performed for Client, provided that such case study does not disclose Client’s Confidential Information. Any further public use of Client’s name, logo, or the results of the Services in press releases or advertising campaigns (beyond the general marketing uses described above) will require Client’s prior approval. Notwithstanding the foregoing, The Amplēo Group is under no obligation to promote or publicize the Services or to use Client’s name or logo in any marketing materials. Client hereby grants The Amplēo Group the right to use, reproduce, distribute, and display Client’s name and logo solely for the marketing and promotional purposes permitted under this Section 10.

11. Independent Contractor Status

The relationship between the Parties is that of independent contractors. The Amplēo Group shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under the Agreement, provided that it meets the specifications and timelines mutually agreed upon by the Parties. The Amplēo Group shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services; provided, however, that the Services must meet the Client’s final approval and shall be subject to the Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.

12. Directors & Officers Coverage

Should the engagement require an Amplēo representative to be an officer of Client, Client represents that it has D&O and/or E&O insurance, and that the Amplēo representative will be covered by such insurance.

13. Benefits; The Amplēo Group Taxes

Neither The Amplēo Group nor its employees, agents, or subcontractors shall be eligible for, nor shall they receive, any employee benefits from Client. The Amplēo Group shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by The Amplēo Group under the Agreement.

14. No Exclusivity

The services of The Amplēo Group to the Client are not to be deemed to be exclusive, The Amplēo Group being free to render services to others and engage in other business activities. It is understood that The Amplēo Group and its affiliates perform services of the same or similar nature to varied clients, and Client agrees that The Amplēo Group is not prevented or barred from rendering similar or different services to any other clients.

15. No Third-Party Beneficiaries

The Agreement benefits solely the Parties to the Agreement. Nothing in the Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

16. Confidential Information

16.1 Definition; Obligation

From time to time during the Term of the Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within five (5) days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 16; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that, to the Receiving Party’s knowledge, was not legally or contractually restricted from disclosing such information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any of the Disclosing Party’s Confidential Information. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.

16.2 Required Disclosure

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, if legally permissible, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 16 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, partners, managers, agents, independent contractors, service providers, attorneys, accountants, and financial advisors. The Receiving Party shall be responsible for any breach of this Section 16 caused by any of the Receiving Party’s Group.

16.3 Return of Confidential Information

At any time during or after the term of the Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly (a) return to the Disclosing Party and/or destroy, at the Disclosing Party’s discretion, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information; (b) permanently erase all of the Disclosing Party’s Confidential Information from the Receiving Party’s computer systems, except for copies that are maintained as archive copies on the Receiving Party’s disaster recovery and/or information technology backup systems. The Receiving Party shall destroy any such copies upon the normal expiration of its backup files; and (c) certify in writing to the Disclosing Party that it has complied with the requirements of this Section 16.

16.4 Confidentiality Survival

Each Party’s obligations under Section 16 will survive termination or expiration of the Agreement for a period of three (3) years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.

16.5 Retention of Confidential Information

Notwithstanding the foregoing, to the extent necessary to comply with its document retention policies, applicable law, statute, rule or regulation, or professional standards, The Amplēo Group may retain a copy of Client’s Confidential Information solely for such purposes, provided that: (i) such retained Confidential Information shall remain subject to the confidentiality obligations set forth in the Agreement; (ii) it shall not be accessed or used except as strictly necessary to comply with such stated obligations; and (iii) it shall be securely stored and eventually destroyed as promptly as possible.

17. Hire-Away Fee

If Client wishes to hire or engage any employee, consultant, contractor, or other personnel of The Amplēo Group who has performed Services for Client, Client shall first notify The Amplēo Group and obtain its prior consent. Upon such approved hiring or engagement, Client shall pay The Amplēo Group a fee equal to thirty percent (30%) of the individual’s first-year total compensation. If Client hires or engages such individual without The Amplēo Group’s prior consent, Client shall instead pay The Amplēo Group a fee equal to forty percent (40%) of the individual’s first-year total compensation. Such fees are due upon the individual’s hiring or engagement. The Parties agree that these fees represent a reasonable estimate of The Amplēo Group’s costs, losses, and expenses associated with the loss of such personnel and is not a penalty.

18. Mutual Non-Interference

During the period of the Agreement and following the end of the Initial Term or the end of any Renewal Term and for a period of twenty-four (24) months thereafter, each Party agrees that it shall not, directly or indirectly, in any manner for any reason, whether for its own benefit or for the benefit of any other entity or individual, solicit, induce, encourage or cause or attempt to solicit, induce, encourage or cause any client, customer, supplier, consultant, licensee, licensor or other business relation of the other Party to cease doing business with, or reduce the extent of its business with, such Party, or in any way interfere with the relationship between any such customer, supplier, consultant, licensee, licensor or other business relation and such Party.

19. Limitation of Liability

Client’s right to damages is forfeited to the extent that Client has not materially fulfilled all of its responsibilities as outlined under the Agreement pertaining to the matter to which the damages are sought by Client. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, SERVICES, OR TECHNOLOGY OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE AMPLĒO GROUP’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE AMPLĒO GROUP PURSUANT TO THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20. Force Majeure

Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party.

21. Waiver

No Party shall be deemed to have waived any rights under the Agreement unless such waiver is given in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

22. Assignment

The Agreement shall inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section is null and void. Notwithstanding the foregoing, The Amplēo Group may subcontract the performance of the Services or any portion of the Services without the prior written consent of Client.

23. Enforcement

In any legal action, arbitration, or other proceeding by which one Party either seeks to enforce its rights under the Agreement or seeks a declaration of any rights or obligations under the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled. The term “prevailing party” shall be determined by the court or arbitrator, taking into account the claims made and relief awarded, regardless of whether the matter is resolved by judgment, settlement, or otherwise.

24. Legal Clearances

Client is responsible for obtaining any consent, authorization, or approval of, or exemption by, any governmental body or agency or instrumentality thereof required to be obtained or made by Client in connection with the Services contemplated by the Agreement.

25. Indemnification

25.1 Indemnification by The Amplēo Group

The Amplēo Group shall indemnify, hold harmless, and defend Client and its managers, officers, employees, agents, affiliates, successors, and permitted assigns (collectively, “Client Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees (collectively, “Losses”) which are incurred by a Client Indemnified Party, occurring in connection with any third-party claim arising out of The Amplēo Group’s bad faith, willful misconduct or gross negligence, or material breach of the Agreement; provided, however, that the Amplēo Group shall have no obligation to indemnify, defend, or hold harmless any Client Indemnified Party to the extent that any Losses are determined to have resulted from the willful misconduct or gross negligence of such Client Indemnified Party.

25.2 Indemnification by Client

Client shall indemnify, hold harmless, and defend The Amplēo Group and its owners, managers, officers, employees, contractors, agents, affiliates, successors, and permitted assigns (collectively, “The Amplēo Group Indemnified Party”) against any and all Losses arising out of or connected with or in any way related to the Services; provided, however, that Client shall have no obligation to indemnify, defend, or hold harmless any The Amplēo Group Indemnified Party to the extent that any Losses are determined to have resulted from the willful misconduct or gross negligence of such The Amplēo Group Indemnified Party.

25.3 Control of Defense

Any entity entitled to indemnification hereunder shall give notice to the indemnifying party of any Losses that may be subject to indemnification promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

26. Notice

All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Engagement Letter or to such other address for either Party as that Party may designate by written notice. All notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid), or facsimile or email (with confirmation of transmission). Except as otherwise provided in the Agreement, a notice is effective only (a) upon receipt by the receiving party; and (b) if the party giving the notice has complied with the requirements of this Section.

27. Amendment

No amendment to or modification of or rescission, termination, or discharge of the Agreement is effective unless it is in writing and signed by each Party.

28. Severability

If any term or provision of the Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

29. Interpretation

As used herein, all words in any gender shall be deemed to include the masculine, feminine, or neuter gender. All singular words shall include the plural, and all plural words shall include the singular, as the context may require. The language of the Agreement shall be construed as a whole, according to its fair meaning and intent.

30. Headings

The headings of the sections hereof are for convenience only and shall not be interpreted to limit or affect in any way the meaning of the language contained in the Agreement.

31. Dispute Resolution

If a dispute arises out of or relates to the Agreement or breach thereof, and if said dispute cannot be settled through direct negotiations of the Parties, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation before a single mediator administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration. Once the Parties have invoked the mediation process, either Party may choose to discontinue that mediation process at any time and commence arbitration. Upon the commencement of the arbitration process, the unresolved controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by binding arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Arbitration shall take place in Salt Lake City, Utah. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles, unless the Parties mutually agree otherwise. Judgment on any arbitration award may be entered in any court having jurisdiction. At any time, the Parties may mutually agree to discontinue the dispute resolution procedures addressed in this Agreement. The Parties acknowledge and agree that no claim arising out of or relating to the Agreement shall be asserted more than two years after the date of the last work performed by The Amplēo Group.

32. Counterparts

The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. A signed copy of the Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.