TERMS & CONDITIONS

1. The services to be provided by MCI shall consist of all those services as set out below and such further and other services as the parties may mutually agree upon in writing from time to time, as may be requested by the Client from time to time:

Hotel bookings, transportation services, dining reservations, self-care reservations, event tickets, VIP access, gift sourcing, travel and experience curation.

(hereafter collectively referred to as the “Services”)

2. This agreement is not to be construed to create or imply any partnership, agency, or joint venture as between the parties. Neither party, will have any power or authority to assume or create any obligation on behalf of the other, except as explicitly contemplated in writing herein.

3. The Client covenants and agrees to provide MCI with such information and other materials (whether considered Confidential Information or not), as may be reasonably requested or required by MCI, or as may otherwise be contemplated by the scope of the Services, in order to permit MCI to perform the Services.

4. The Client agrees to abide by and accept MCI’s terms and conditions, as set forth herein.

5. The Client agrees to abide by all terms and conditions stipulated by a third-party supplier of any of the Services requested pursuant to this agreement. Further, the Client agrees to indemnify and hold MCI and MCI Personnel harmless from and against, any claims, losses, damages, causes of action, together with costs and expenses, including reasonable legal fees, incurred by MCI arising directly from the Client’s failure to abide by the terms and conditions of any third-party supplier of Services provided under this agreement, including without limitation any injuries, including death, loss of or damage to property.

6. MCI makes no representation or warranty in respect of any third-party services required by way of the provision of the Services, and the Client hereby agrees that MCI will not be held responsible for the quality of services provided by any third-party or the satisfaction of the Client with respect to any third-party services provided, provided that MCI exercised reasonable care in recommending such party.

7. MCI shall provide the Services Monday to Friday from 8:00 am to 8:00 pm EST. Services can be requested by telephone or WhatsApp or email.

8. MCI shall be entitled to reimbursement for all out-of-pocket expenses actually incurred by MCI or MCI Personnel in the course of providing the Services, provided such expenses have been authorized in advance by the person who requested the applicable Services. Reimbursable expenses may include, but are not limited to, third-party costs associated with approved purchases made on behalf of the Client.

9. Certain services shall contain additional third-party costs, which shall be the sole responsibility of the Client, subject to the Client’s authorization when the Client requests the service. These will be charged to the Client credit card on file and by entering into this agreement, the Client consents to their credit card being charged for third-party costs associated with the Services requested. MCI shall obtain written approval from the Client approving the charges to be processed on the Client’s credit card. If the client, does not wish to provide a credit card to MCI, they can provide a cash reserve to MCI via wire transfer against which these third-party costs may be billed as incurred.

10. MCI shall be entitled to charge a five percent (5%) fee for all credit card purchases associated with gift purchases and event tickets. However, restaurant reservations and travel bookings shall be ineligible for an additional fee, except if such credit card fee is incurred by MCI and proof of same is provided.

11. Notices related to this agreement can be effectively communicated in writing, through email at tina@modernconcierge.com. Clients should provide their email and phone number during onboarding for any necessary contact from us.

12. This agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of New York.

13. MCI does not represent or warrant in any manner that the Services provided by MCI to the Client will result in any additional profits, sales, exposure, or brand recognition for the Client. Specifically, the Client, shall have no recourse or remedy against MCI or any MCI Personnel if the Client does not achieve additional profits, sales, exposure, or brand recognition.

14. This agreement shall be binding on and inure to the benefit of the parties and their respective affiliates, successors and assigns. Neither party may assign this agreement without the other party’s prior written approval.

15. This agreement is based on good faith negotiations between the parties and no rules of legal construction including contra proferentem or otherwise shall be applied to construe the terms hereof against a party as a drafter of this Agreement.

16. Should any provision of this agreement be found to be unreasonable or unenforceable by a Court of competent jurisdiction, then such provision shall be severable from this agreement, such that the enforceability of the remainder of this agreement shall not be affected.

17. If any dispute arises between the parties over the interpretation, applicability, or enforcement of any provision hereof, the parties shall first attempt to negotiate a resolution of such dispute, either with or without the involvement of counsel (“Negotiation”). In the event that the parties have engaged in Negotiation and have not been able to resolve such dispute then, at any time after the conclusion of such unsuccessful Negotiation, any party to such dispute may refer the dispute to mediation, to be conducted by a suitable mediator to be agreed upon by the parties to the dispute and, if the parties are unable to agree on the mediator then each party to the dispute shall submit a list of two (2) mediators and one mediator’s name shall be randomly drawn from among the names submitted, by an impartial third party, and that mediator shall conduct the mediation (“Mediation”). In the event that the parties to a dispute were unable to resolve the dispute by way of Mediation, then at any time after the conclusion of such unsuccessful Mediation, any party to such dispute may refer the dispute to arbitration, to be conducted by a suitably experienced single arbitrator pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS, LLC, such arbitrator to be agreed upon by the parties to the dispute and, if the parties are unable to agree on the arbitrator then each party to the dispute shall submit a list of two (2) arbitrators and one arbitrator’s name shall be randomly drawn from among the names submitted, by an impartial third party, and that arbitrator shall conduct the arbitration (“Arbitration”). The Arbitration shall be conducted in accordance with the terms and conditions of the arbitrator’s usual form of arbitration agreement, provided that same shall allow for an appeal of the arbitrator’s decision and award only on the basis of an error or law, and for no other reason. Otherwise, the arbitrator’s decision shall be final and binding on all parties concerned.

18. This agreement may only be amended, varied, or modified by further instrument or agreement made in writing and signed by all of the parties affected by such amendment, variation, or modification.

19. This agreement represents the entire agreement between the parties in respect of the subject matter hereof, and supersedes all prior negotiations and discussions. There are no oral, verbal, or collateral terms, conditions, representations, warranties, or obligations of any party not set forth herein.

20. Time shall be of the essence in this agreement and in every part hereof.

21. This agreement may be executed and/or delivered by the parties electronically, in counterparts. Any such electronic signatures and/or electronic delivery shall be just as valid and binding on the party as though executed and delivered originally, and all such counterparts shall be construed as but one and the same agreement. The lack of any originally executed copy shall not prevent a party from maintaining any proceeding to enforce this agreement.