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Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain <br />and update any deliverables, including correcting any errors or deficiencies, but shall not include the development <br />of enhancements to the deliverables or other services outside the scope of the Proposal. During the first three (3) <br />months following the delivery of a deliverable (“Warranty Period”), if any, Red Lily Digital shall provide up to four (4) <br />hours of Support Services at no additional cost to Client. Additional time shall be billed at Red Lily Digital’s regular <br />hourly rate then in effect upon the date of the request for additional support. <br />Disclaimer of Warranties. Red Lily Digital DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, <br />BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE <br />RELATED TO THIS PROPOSAL OR THE SERVICES. <br />Maintenance and Additional Requests. Additional requests beyond the scope of this proposal will be bid separately, <br />or as documented change orders, agreed to by the Client and Red Lily Digital and billed separately at Red Lily Digital’s <br />then-current hourly rate, it being understood that Red Lily Digital shall not be obligated to provide any such additional <br />work. Additional requests may include additional support, account or project management beyond what is included <br />in this proposal, or additional design or development work. Any additional requests or additional services performed <br />by Red Lily Digital will be subject to these Terms absent a separate written agreement entered into by the parties. <br />Severability. Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective <br />and valid under applicable law, but if any provision of these Terms is held invalid or unenforceable, the remainder <br />of these Terms shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be <br />replaced by a valid or enforceable provision. <br />Entire Agreement. These Terms, together with the proposal, constitutes the complete and exclusive statement of the <br />terms and conditions of the agreement between Red Lily Digital and Gem Lake with respect to the subject matter <br />hereof, and supersedes all oral or written proposals and all other communications, understandings, or agreements <br />between the parties relating to the subject matter hereof. <br />Conflict. In the event of a conflict between the terms and provisions of this Terms and the terms and provisions of the <br />proposal, the terms and provisions of these Terms shall control. <br />Governing Law; Venue. These Terms and this proposal shall be construed in accordance with the laws of the State <br />of Minnesota without regard to conflicts of laws principles. Red Lily Digital and Seller irrevocably and unconditionally <br />consent to the exclusive jurisdiction of the federal and state courts located in Ramsey County, Minnesota. <br />Acceptance <br />Thank you for the opportunity to submit this proposal. If you have any questions, please call me at (651) 428-4335 or, if <br />you are ready to approve, please sign and return one copy to Red Lily Digital. <br />We look forward to working with you! <br />Sincerely, <br />Melinda Alvar, Principal, Red Lily Digital <br />Signed by: <br />redlilydigital.com | 651-428-4335 | mindy@redlilydigital.com