ERC Solutions Agreement

ERC SERVICES AGREEMENT

This ERC Services Agreement is between you (“you” or “your”), on behalf of your company or organization (the “Company”), and Northstar ERC Solutions, LLC. (“Northstar,” “we”, “our”, “us”). The written order form executed by you and us (the “Order Form”) together with this Agreement is referred to herein as the “ERC Services Agreement” or the “Agreement.”

Thank you for selecting us to assist you. The purpose of this Agreement is to confirm the terms of our engagement and the services we will provide.

Please read this agreement carefully. It requires the use of binding individual arbitration to resolve disputes rather than jury trials or class actions (for information about how to opt-out, see Section 17.8 (30-day opt-out period) below).

Our services under this Agreement do not constitute legal or investment advice. We recommend that you retain legal counsel and investment advisors to provide such advice.

1. Scope and Use of Services

1.1 Scope of ERC Services.

You have requested that Northstar provide you the ERC Services during the Term. Northstar will also assist you in the collection and organization of the ERC Supporting Documents pursuant to the terms and conditions of this Agreement. Northstar will not be responsible for the submission of any applicable tax forms related to ERC eligibility and will not accept responsibility for, or sign documents as, an “authorized representative” of the Company. The scope of the ERC Services also does not include responding to or assisting with inquiries or audits of your ERC by the Internal Revenue Service (“IRS”) and Northstar shall not have any responsibility or liability whatsoever with respect thereto.

1.2. Unauthorized uses of the ERC Services.

You understand and agree that any information and/or services provided by Northstar, including but not limited to, the ERC Supporting Documents, is not intended to be used and may not be used for any Violative Use. In the event of such Violative Use, it is understood and agreed that Northstar shall not be liable therefor, and Company agrees to hold Northstar harmless from any and all claims arising from or relating to a Violative Use, and further agrees to indemnify any defend Northstar in connection with any and all claims arising from or relating to a Violative Use. Further, Northstar may suspend or terminate provision of the ERC Services, in whole or in part, where we believe: (i) you are using the ERC Services in a manner that breaches this Agreement; you are using the ERC Services in a way that creates the risk of legal liability for Northstar, you or any third party; or (iii) the provision of the ERC Services may cause Northstar to lose the services of one of our third-party service providers.

2. Our Responsibilities

2.1. No Expectation of Privacy.

Upon lawful request from the IRS, a court of law, or a state tax authority, we will share information provided by you in connection with this Agreement and/or the ERC Services as required by law after notifying you of the request. Upon receiving such a notification, you are obligated to inform us of any lawful reason for which we should not share the aforementioned information as requested. You are herein aware that the ERC Services are not covered by attorney-client, or other, privilege unless, and until, a law firm that represents you enters into a Kovell agreement with us requesting us to provide services to the law firm to further its representation of you.

2.2. Tax Advice and Tax Preparation Services.

The services to be provided hereunder by Northstar do not include or constitute, and shall not be construed to include or constitute, the giving of any tax or tax-related advice to Company, or tax preparation advice or services to Company. Company understands and agrees that it shall only rely upon its own tax professionals and advisor(s) for tax or tax-related advice and tax preparation advice or services.

2.3. Tax Planning Services.

Tax planning services are not within the scope of this engagement. During the course of performing the ERC Services, we may bring to your attention potential tax savings strategies for you to consider as a possible means of reducing your taxes in subsequent tax years. However, we have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for implementation remains with you, the taxpayer. If you would like us to provide tax planning services, we will enter into another agreement with you to separately provide those services if we agree on the terms.

2.4. Government inquiries.

This engagement does not include responding to inquiries by any governmental agency or tax authority. If your ERC Supporting Documents is selected for examination or audit and you want us to represent you, we would need to enter into another agreement with you to separately provide those services if we agree on the terms.

2.5. Reliance on others.

If you wish to take a position regarding any issue addressed in your ERC Supporting Documents based upon the advice of another advisor, the position must meet the “realistic possibility,” “substantial authority,” or “more likely than not” standard. You agree to obtain a written statement from the advisor confirming the standard that should apply so the position may be properly disclosed.

3. Your Responsibilities

3.1. Company Information.

It is the Company’s responsibility to ensure that all information provided to Northstar by the Company about its business (“Company Information”) is accurate, complete and not contradicted by information contained in other documents, such as, but not limited to, tax returns as filed and any other payroll and corporate filings or other documentation. Company agrees to hold Northstar harmless from any and all claims arising from or related to the receipt by Company of the ERC and/or any audit thereof. Further, Company agrees to indemnify, defend, and hold harmless Northstar and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or willful misconduct of Northstar.

3.2. Support.

Northstar will require the support of Company’s personnel, accountants and payroll company in connection with the determination of eligibility and calculation of the ERC to achieve timely completion of the claim. Support includes, but is not limited to, the collection of all relevant documents (paper or electronic) and the scheduling of interviews and coordination of meetings and telephone calls, as applicable. Failure to receive such support in a timely manner may negatively affect Northstar’s ability to complete the services described above. Note that any delay in providing correct, complete and accurate information to Northstar may adversely affect the timely determination of eligibility for and calculation of the ERC and/or timely submission of Company’s claim.

3.3. Online access to information.

To the extent you provide our firm with access to electronic data via a local or online database from which we will download the information necessary to provide the ERC Services, you agree that the data in such database is accurate as of the date and time you authorize it to be downloaded and you will not alter, amend or add to the database without providing us notification in advance.

4. Third Party Accounts

4.1. Third-party services and Login Credentials.

Our Services can automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access, transfer, reformat, manipulate your account on your behalf, and to make payments owing to Northstar pursuant to this Agreement if such payments are delinquent; and (b) represent to us that you have the authority to give us this permission. We will only use the Login Credentials as described in this Agreement.

5. Customer Data and Communications

5.1. Storage of Customer Data.

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Northstar stores and processes its own information of a similar type. As part of providing the ERC Services, we may transfer, store and process Customer Data in the United States. By using the ERC Services, you consent to this transfer, processing and storage of Customer Data.

5.2. Retention of Customer Data.

We will retain copies of the records you have supplied to us along with work papers for your engagement for a period of seven years from the date of the termination of this Agreement. Please notify us within this period if you need copies of any of these materials. After seven years, work papers and engagement files will be destroyed. Your original records will be returned to you at the end of this engagement. Working papers and files that we maintain are not a substitute for your original records, and you should arrange for secure storage of the originals.

5.3. Use of Client Portals.

To enhance our services to you, we may utilize a document portal such as Google Drive, Dropbox, Sharepoint or other third‐party portal or other online tool to assist in the ERC calculation process, including the gathering of data from Company, obtaining certifications and approvals, and sharing of information as directed by Company. In order to use such a portal, you may be required to execute a client portal agreement. You agree that we have no responsibility for the activities of such a portal and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the portal.

Northstar is not a host for any Customer Data. You are responsible for maintaining your own copies of all Customer Data. We do not provide back-up services for any Customer Data, including information we provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage of Customer Data. Customer Data on a portal may be deleted at any time.

If you decide to transmit your confidential Customer Data to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your Confidential Information. If you request that we transmit Confidential Information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending Confidential Information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

5.4. Third-Party Service Providers or Subcontractors.

To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us. This may include provision of your Confidential Information to the third-party service provider.

5.5. Limitations on Oral and Email Communications.

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally, in an email will or via any other medium will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to engage us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm the provision of this additional service in a separate engagement letter.

5.6. Newsletters and Similar Communications.

We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

5.7. Working Paper Access Requests by Regulators and Others.

Regulators may request access to or copies of certain documents containing Customer Data pursuant to applicable legal or regulatory requirements. If Customer Data is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

If we receive a request for copies of selected documents containing Customer Data, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of documents containing Customer Data. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

5.8. Summons or Subpoenas.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, you may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, and if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. You agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

6. Referrals.

In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

7. Non-Disclosure and Confidentiality

7.1. Obligations.

Subject to Section 7.2 (Disclosure of Confidential Information) the recipient (that is, Northstar and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s representatives who need to know such Confidential Information and who have a legal obligation to keep it confidential. The recipient will ensure that its representatives are also subject to the same non-disclosure and use obligations.

7.2. Disclosure of Confidential Information

7.2.1. General.

Regardless of any other provision in this agreement, the recipient or its representatives and Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 7.2.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.

7.2.2. Legal Process notification.

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with a Legal Process. Notice is not required before disclosure if the recipient is informed that (a) the other party is legally prohibited from giving notice or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.

7.2.3. Opposition.

The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.

7.3. Non-Disparagement.

Neither party shall, at any time during the Term, or thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the reputation of the other party or any of its respective officers, directors, employees, advisors, or businesses. Notwithstanding the foregoing, nothing in this Agreement shall preclude either party from making truthful statements that are required by applicable law or regulation.

7.4. Disclosure of Confidential Information to Service Providers.

As set forth in Sections 5.3 and 5.4, we may engage a third party service provider and/or utilize a third‐party portal or other online tool to assist in the ERC calculation process. Company understands that its Confidential Information may be transmitted to a third party service provider and/or stored using this portal or other online tool. Northstar employs measures designed to maintain data security and uses reasonable efforts to keep Confidential Information secure in accordance with its obligations under applicable laws. By accepting the terms and conditions herein, Company is providing its consent and authorization to disclose its Confidential Information to the third party service provider and/or third‐party portal or other online tool provider. Notwithstanding all reasonable security measures employed by Northstar, Company recognizes and accepts that Northstar does not have control over the unauthorized interception, access, or breach of any electronic data once it has been transmitted or any control over the reliability and functionality of any portal or other online tool. As such, Company agrees to indemnify, defend and hold Northstar harmless with respect to any and all claims arising from or related to the third party service provider and/or the operation of the portal or other online tool. Further, Company agrees to protect its login or other authentication credentials related to a portal or other online tool to prevent unauthorized use.

8. No Solicitation.

Northstar has and continues to invest heavily into its team, and you acknowledge Northstar’s investment in its team and agree not to solicit or employ any of our employees or contractors. As liquidated damages and not as a penalty, in the event that you or any of your Affiliates engage as your (or your Affiliate’s) own independent contractor or employee any individual who, within the previous 24 months, was an employee or independent contractor of Northstar that provided ERC Services to you, you shall pay to Northstar a conversion fee equal to 100% of the annualized compensation to be paid by you and your Affiliates to such former employee or contractor, which fee shall be payable in a lump sum within thirty (30) days of your (or your Affiliate’s) engagement of such person.

9. Payment.

Northstar’s fee for the ERC Services (the “Fee”) is equal to the Fee Percentage (listed on your Order Form) of the gross amount of the ERC realized by the Company. The Fee will be due when the ERC is approved by the IRS. For the sake of clarity In the event that the Company does not receive an ERC refund payment or a reduced ERC refund payment due to other taxes owing by the Company that offset the ERC amount, the Fee shall still be calculated as the Fee Percentage multiplied by the full ERC amount approved by the IRS, irrespective of such offsets. You acknowledge and agree that the Fee is (a) fully earned by Northstar as of the date of this Agreement, regardless of any audit of, or audit relating to the ERC, and (b) may increase depending upon the timeliness of delivery, availability, quality, and completeness of the Company Information which Company provides to Northstar.  You further acknowledge that if the Company’s ERC application is rejected or subject to repayment by the IRS due to the Company’s engagement in a prohibited activity or due to the Company’s failure to provide accurate information to Northstar or the IRS, that the Fee, which shall be calculated as the Fee Percentage multiplied the amount of the Company’s ERC submitted, shall be deemed earned immediately upon such determination by the IRS.  Company agrees that it will deliver all records requested and respond to all inquiries made by Northstar on a timely basis and Company shall notify Northstar upon its receipt of the ERC refund or rejection within five (5) business days of Company’s receipt thereof. Company agrees (i) to pay or cause the Fee to be paid to Northstar in accordance with the terms and conditions set forth herein and (ii) to execute a certification in the form attached hereto as Schedule A (the “Certification”) attesting to the truth and accuracy of all information and documentation set forth therein prior to delivery of the ERC Supporting Documents. Notwithstanding anything to the contrary contained herein, in the event Company asks Northstar to provide any services relating to the filing of the ERC for a period in excess of 90 days, such services shall be subject to all of the terms and conditions set forth in this Agreement and Company agrees to pay an additional Fee calculated in accordance with this Section.

Fees are exclusive of taxes, which you’re responsible for, if applicable. You hereby authorize Northstar or its payment processor to initiate entries to your bank checking accounts on file with Northstar (using your address on file) in order to pay amounts that you owe to Northstar, and, if necessary, to initiate adjustments for any transactions credited or debited in error. If payment is not received by Northstar as and when due, in addition to any other available remedies Northstar may have, you agree to pay, as liquidated damages and not as a penalty, interest on the unpaid balance of such fees and expenses at the rate of ten percent (10%) per annum (but in no event more than the maximum rate allowed by law) from the date due until paid in full, including applicable interest.

10. Term and Termination

10.1. Term.

The Term shall commence upon: (i) your execution of the accompanying Order Form and (ii) your provision to Northstar of any preliminary information requested by Northstar from the Company. The ERC Services will conclude upon the earlier to occur of: (i) delivery by Northstar of the application for the ERC together with the ERC Supporting Documents; and (ii) three (3) months from the execution date of this Agreement.

10.2. Termination by you.

You may terminate this Agreement in accordance with the termination provisions of the Order Form or this Agreement.

10.3. Termination by us.

We may terminate the ERC Services at any time by providing notice of termination to you via the email address we have on file.

10.4. Effect of termination or expiration of Term.

In the event the Term expires or the Agreement is terminated, we will try to transfer to you the “master administrator” status for any accounts that were maintained for you by Northstar for purposes of providing the ERC Services, so that you can elect to maintain the subscription for the account or export your data.

11. Survival.

Sections 1.2, 7, 9, and 11 – 19 (inclusive) any other provisions of this Agreement which by their terms call for performance subsequent to termination of the Agreement shall survive the termination or expiration of this Agreement.

12. Intellectual Property.

As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the ERC Services. You grant us a limited license to use your data to provide, protect, and improve the ERC Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

13. Using ERC Services on Behalf of Others.

If you are using the ERC Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient enter into this Agreement.

14. Warranty Disclaimer

14.1. COMPANY ACKNOWLEDGES AND AGREES THAT NORTHSTAR DOES NOT WARRANT OR PREDICT RESULTS, OR THE ULTIMATE ACCEPTANCE OF THE CLAIM FOR ERC BY THE IRS. COMPANY UNDERSTANDS AND AGREES THAT NORTHSTAR’S SERVICES MAY INCLUDE ADVICE AND RECOMMENDATIONS BASED UPON ITS KNOWLEDGE, TRAINING AND EXPERIENCE, BUT AT ALL TIMES, THE DECISIONS RELATED TO IMPLEMENTATION OF THE ADVICE OR RECOMMENDATIONS ARE SOLELY COMPANY’S RESPONSIBILITY.

14.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NORTHSTAR ENTITIES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE ERC SERVICES. THE ERC SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE ERC SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE ERC SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE NORTHSTAR ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE ERC SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

15. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES FOR ALL CLAIMS RELATING TO THE ERC SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE ERC SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, THE NORTHSTAR ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE NORTHSTAR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE ERC SERVICES AND THEIR USE.

16. Indemnification.

You shall defend and indemnify the Northstar Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the ERC Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this Agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity pursuant to the ERC Services, of any intellectual property right or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

17. Disputes

17.1. Judicial forum for disputes.

Except as set forth in Section 17.5 (Arbitration), you and Northstar agree that any and all claims relating to these terms or the ERC Services may only be brought in state courts located in Los Angeles County, California, subject to the mandatory arbitration provisions below. Both you and Northstar consent to venue and personal jurisdiction in such courts.

17.2. Notice of disputes.

If you have a dispute with Northstar, you will promptly send written notice to: Northstar ERC Solutions, LLC., 9454 Wilshire Blvd., 6th Floor, Beverly Hills, CA 90212.

17.3. Governing law.

This agreement and all claims (including procedural issues) between the parties are governed by the laws of California, excluding California’s conflict of laws rules.

17.4. Informal resolution.

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 17.2 (Notice of disputes). If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.

17.5. Arbitration.

You and Northstar agree to resolve any and all claims relating to this agreement or the ERC Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Los Angeles (CA), or any other location both parties agree to in writing.

17.6. Exception to arbitration.

Either party may bring a lawsuit in state courts located in Los Angeles County, California solely for injunctive relief to stop unauthorized use or abuse of the ERC Services or infringement of any intellectual property right without first engaging in the informal dispute notice process described above.

17.7. No Class Actions.

You may only resolve disputes related to or arising from the ERC Services with the Northstar Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

17.8. 30-day opt-out period.

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing arbitration-opt-out@Nstarfinance.com no later than 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.

17.9. Future changes to this dispute resolution agreement.

If Northstar makes any changes to this Section 17 (or successor section and not including Section 17.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure set forth in Section 17.8 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 17 if you have properly opted out of arbitration in compliance with the requirements of Section 17.8 (30-day opt-out period).

17.10. Attorney’s Fees.

If any legal action arises under this Agreement the prevailing party shall be entitled to have and recover all reasonable costs and expenses, including reasonable attorney’s fees incurred in enforcing or attempting to enforce any of the terms of this Agreement, costs incurred prior to commencement of legal action, and all costs and expenses, including reasonable attorney’s fees, incurred in any appeal from an action brought to enforce any of the terms of this Agreement.

18. Miscellaneous

18.1. Independent Contractor.

When providing services to your Company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you. Our obligations under this agreement are solely obligations of Northstar, and no partner, principal, employee or agent of Northstar shall be subjected to any personal liability whatsoever to you or any person or entity.

18.2. Updates to this agreement.

Northstar may make non-material changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Other than changes made under Section 17.9 (Future changes to this dispute resolution agreement), the changes to the terms will not apply retroactively and will become effective 30 days after we give you notice or the stated effective date of the new terms, whichever is later. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via amendez@nstarfinance.com) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your Term. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

18.3. Severability.

If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

18.4. Assignment.

You may not assign this Agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Northstar may freely assign this Agreement, or its rights and obligations under it, in whole or in part.

18.5. Electronic notices.

We will communicate with you via email or the ERC Services’ dashboard. It is your responsibility to keep your ERC Services account e-mail address up-to-date so that you are able to receive electronic communications from us.

18.6. Entire agreement; Amendments.

This Agreement, together with your Order Form, constitutes the entire agreement between you and Northstar with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the Agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.

18.7. Advice of Counsel.

It is understood and agreed that, before entering into this agreement, you have had the opportunity to discuss this Agreement with your own independent counsel and/or advisor(s).

18.8. Order of precedence; headings.

In the event of a conflict between this agreement and any Order Form, the terms of the Order Form shall govern. Headings are for information purposes only.

18.9. Third-party beneficiaries.

Northstar’s Affiliates and their respective Representatives are intended third party beneficiaries of this ERC Services Agreement. Except as expressly set forth in the foregoing, there are no third-party beneficiaries to these terms.

19. Definitions

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Data” means data submitted, stored, sent or received via the ERC Services by you, at your direction, or as part of the ERC Services for you.

“ERC” means Employee Retention Credit.

“ERC Services” means the services provided by Northstar under this Agreement to assist you with determining your Company’s eligibility for and calculation of the ERC.

“ERC Supporting Documents” means the supporting documentation required to calculate and submit a claim for the ERC.

“including” means including, without limitation.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“Northstar”, “we”, and “us” means Northstar ERC Solutions, LLC.

“Northstar Entities” means Northstar, its Affiliates, and their officers, directors, agents, and employees.

“Order Form” means the ordering document or website page for the ERC Services that incorporates by reference this Agreement.

“Representatives” means employees, Affiliates, agents, and professional advisors.

“Term” means the term of this Agreement.

“Violative Use” means any use whatsoever in violation of any federal, state or local law, rule or regulation, including but not limited to the U.S. Internal Revenue Code.

SCHEDULE A CERTIFICATION

Reference is made to that certain ERC Services Agreement and Order Form (together with any amendment or modification thereof, the “Agreement”) by and between Northstar ERC Solutions, LLC (“Northstar”) and (“you” or “your”), on behalf of your company or organization (the “Company”). All capitalized terms not otherwise defined in this Certification shall have the meanings ascribed to them in the Agreement.

You (“you” or “your”), on behalf of your company or organization (the “Company”), its agents and service providers, hereby verifies and certifies to Northstar ERC Solutions, LLC that all Company Information provided to Northstar in connection with the Agreement and/or the ERC Supporting Documents is true, accurate and complete and contains no false or misleading statements or no omission of any facts that should have been stated therein. The undersigned further represents that the financial statements, tax returns and all financial and related information that was provided to Northstar and utilized to calculate the ERC Supporting Documents and to assemble the ERC Supporting Documents disclose and contain all facts concerning the financial status and business operations of the Company