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Master Service Agreement

EisnerAmper Managed Technology Services LLC

Master Services Agreement

THIS Master Services Agreement (“Agreement”) is made by and between EisnerAmper Managed Technology Services LLC, a wholly owned subsidiary of Eisner Advisory Group LLC, (“EA MTS”) and the client named on the accompanying Statement of Work, as defined below  (“Client”), and is effective as of the later of the signature dates as entered on the accompanying initial Statement of Work (the “Effective Date”).  The parties agree as follows:

1. DEFINITIONS. The following capitalized terms, when used in this Agreement, will have the meanings described herein:

1.1 “Client Content” will mean all creative design assets, copy, trademarks, logos, images, photos, brand imagery, customer, order and catalog data and other website content and materials provided or made available by or on behalf of Client or its designee to EA MTS.

1.2 “Confidential Information” will mean all information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) whether orally or in writing of whatever kind and in whatever form or medium, and whether or not marked as “confidential,” or “proprietary,” including, but not limited to, trade secrets, product data, designs and specifications, know-how, business and technical methods and information, data files, customer listings, pricing schedules, product designs, business and marketing strategies, memoranda, written or oral agreements, reports, records, research data, computer retained information, encryption information and designs, notes, passwords, financial information and business records. Confidential Information will not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed or discovered by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

2. SERVICES; CLIENT COOPERATION.

2.1 Subject to the terms and conditions set forth in this Agreement, EA MTS will provide the services ("Services") and make available to Client all products, software, hardware and materials as agreed in a quote, order or subsequent statements of work executed by the parties hereunder each, a (“Statement of Work or SOW").

2.2 Client agrees that EA MTS may use third parties to assist it in providing the Services and may outsource provision of the Services or portions thereof to third parties. To this end, EA MTS may share Client Confidential Information with such parties. EA MTS may also obtain products, hardware or software licensed or made available to Client hereunder from third parties.  Client agrees to comply with all terms of use, end user license agreements, and other terms and conditions applicable to such use as the licensor of such materials may make available and as such terms are modified from time to time.  Each such agreement is made part of this Agreement by reference.  EA MTS will provide to Client a link to or copy of all such terms on request.

2.3 Client agrees to cooperate with EA MTS during its provision of Services hereunder, and to make available to EA MTS all access to Client systems, information, personnel and materials as needed for EA MTS to perform its duties pursuant to each applicable SOW.

2.4.  The Services will be performed under the direction of Client's management and Clients management accepts the responsibility for all management decisions. EA MTS is advising and will not perform management functions or make management decisions on behalf of the Client.

2.5 To the extent applicable, with respect to penetration testing services and/or any vulnerability scanning services, which focus on evaluating the security of the specified systems, networks, and applications, as detailed in the agreed-upon scope of work, (collectively, "Scanning Services"), Client (i) acknowledges that the Scanning Services involve intentionally, scanning, probing and assessing the security infrastructure of systems, which may include attempts to exploit vulnerabilities to identify weaknesses and potential areas of improvement, and further acknowledges that this process may cause disruptions, and in rare cases, there may be unintended consequences such as system outages or data loss, (ii) releases and discharges  EA MTS, its affiliates, officers, employees, parents, agents, and representatives, from any and all claims, liabilities, damages, or expenses arising from or related to the Scanning Services, including, but not limited to, any direct or indirect damages, loss of data, business interruption, or any other harm that may occur during or as a result of the Scanning Services (iii) acknowledges that, to the best of its knowledge, the systems and networks undergoing testing are owned or authorized by Client, and Client has full authority to authorize the Scanning Services detailed in the applicable scope of work (iv) acknowledges that EA MTS will abide by the applicable policies for the hosting provider, including the Customer Support Policy for Penetration Testing located at https://aws.amazon.com/security/penetration-testing/ for Amazon Web Service; the Microsoft Cloud Penetration Testing Rules of engagement located at https://www.microsoft.com/en-us/msrc/pentest-rules-of-engagement Microsoft Office 365 and Azure; and the Google Cloud Platform Acceptable Use Policy and Google Cloud Platform Terms of Service Google Cloud Platform.  

3. PROPRIETARY RIGHTS.

3.1 Except as specifically stated in a Statement of Work, the parties agree that, as between Client and EA MTS, EA MTS owns, and will retain ownership of all deliverables, software, hardware and materials provided to the Client hereunder. The Client will have no rights in any such materials except that EA MTS hereby grants to Client a worldwide, non-exclusive, revocable, limited license for the Term to access and use any deliverables and materials made available to Client hereunder pursuant to the terms of this Agreement and each applicable SOW solely for its own internal business needs and never for the benefit of any third party.

3.2 The parties agree that Client owns and will retain ownership of Client Content and any and all intellectual property rights therein and thereto. Client hereby grants to EA MTS, and EA MTS accepts, a worldwide, non-exclusive, royalty free, fully paid up, limited license for the Term to access and use the Client Content solely to provide Services and make available deliverables, hardware or software hereunder.

3.3 Each party reserves all rights not specifically granted herein.

4. REPRESENTATIONS AND WARRANTIES.

4.1 Each party represents and warrants to the other that: (i) it is duly organized and validly existing in the state of its organization or formation and that it has full power and authority to enter into and perform its obligations pursuant to this Agreement in accordance with its terms; and (ii) this Agreement represents a binding and enforceable obligation of such party.

4.2 Except as set specifically forth in this Agreement or in an applicable Statement of Work, Client acknowledges and agrees that THE SERVICES, PRODUCTS, SOFTWARE, HARDWARE AND ALL OTHER MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ‘WITH ALL FAULTS”. CLIENT AGREES AND ACKNOWLEDGES THAT SERVICE OUTAGES, SERVICE FAILURES, FAILURES OR DEFECTS IN SOFTWARE OR HARDWARE PROVIDED OR MADE AVAILABLE HEREUNDER, OR ERRORS IN PERFORMANCE OF ANY SUCH ITEMS, AND FAILURES OF THE PUBLIC INTERNET OR OTHER MEANS OF COMMUNICATION ARE NOT EA MTS'S  RESPONSIBILITY. EA MTS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES, SOFTWARE OR HARDWARE OR ANY SYSTEMS PURSUANT TO WHICH CLIENT ACCESSES SAME. EA MTS IS NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE.  EA MTS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES OR ANY SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE HEREUNDER.  NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SERVICES, SOFTWARE, HARDWARE OR MATERIALS IS GIVEN OR ASSUMED BY EA MTS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. EA MTS DOES NOT WARRANT THAT DEFECTS IN THE SERVICES, SOFTWARE OR HARDWARE WILL BE CORRECTED.

5. PAYMENT AND FEES.

5.1 EA MTS will invoice Client monthly, unless the Statement of Work states otherwise, and Client will pay, all undisputed amounts due no later than thirty (30) days after the date of such invoice. Payments are due by good check or electronic funds transfer, in U.S. dollars. Payments that are more than fifteen (15) days past due will be subject to interest at the rate of one percent (1%) per month (or the maximum allowed by applicable law, if less). Client will reimburse EA MTS for any collections costs incurred for Client’s failure to timely pay, including reasonable attorneys’ fees and court costs.

5.2 Client will reimburse EA MTS for its reasonable out-of-pocket expenses actually incurred pursuant to any SOW, including transportation, lodging, mileage, miles, all third party charges, including vendor support fees, parts, fees applicable to usage or media, fees applicable for recovery or storage of data, licensing fees, usage fees, fees to receive software/service updates, training or other materials and supplies, third party services fees and costs pertaining to ethical hacks, audits, risk assessments and other third party security audits and services, and fees for third party licensor/vendor support or maintenance fees incurred in the course of providing Services hereunder or otherwise supporting the Client’s systems (collectively, “Expenses”).

5.3 Client will pay, reimburse, and/or hold EA MTS harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the Services under this Agreement, except for taxes based on EA MTS’s income, employees or real property. EA MTS will invoice Client for all such taxes in each applicable invoice.

5.4 Client may, after giving EA MTS prior written notice at least five (5) business days prior to payment becoming due, with full particulars of the reasons therefor, withhold payment of any invoiced amounts that Client disputes in good faith, pending resolution of the matter. 

5.5 Fees set forth in each SOW are subject to annual adjustment by EA MTS on each anniversary of the effective date thereof, by an amount that does not exceed the Consumer Price Index 12-month inflation rate for the applicable calendar year. EA MTS will send to Client a notice containing the fees applicable for the next annual term ninety (90) days prior to the anniversary hereof.

6.  TERM AND TERMINATION.

6.1 Term of Agreement: This Agreement is effective from the Effective Date and unless earlier terminated, its term will be one (1) year from the Effective Date (the “Initial Term”), with annual auto-renewals thereafter (each such year a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party gives notice to the other of non-renewal or termination no later than ninety (90) days prior to the end of the then-current term. For the avoidance of doubt, unless a party provides notice of non-renewal or terminates this Agreement as stipulated in this section, this Agreement shall automatically renew for additional one-year periods, each constituting a Renewal Term. 

6.2 Term of SOW: The term of each SOW will be set forth therein.

6.3 Termination

  1. This Agreement or any applicable SOW may be terminated by either party for cause upon written notice to the other, if the other party breaches any material obligation hereunder or thereunder and fails to cure such breach within thirty (30) days after receipt of notice from the non-breaching party.
  2. In addition to any termination rights in an SOW, EA MTS may suspend provision of Services and/or terminate this Agreement or any SOW (i) upon thirty (30) days prior written notice if Client fails to timely pay any undisputed amounts due, unless such breach is cured within such thirty (30) day period; or (ii) immediately, if EA MTS loses a right to provide the Services or loses the grant of a license or right required to provide the Services or any portion thereof hereunder.
  3. For the avoidance of doubt, in the event that this Agreement is terminated in accordance with this section, the SOWs shall continue in full force and effect until their expiration date unless also terminated accordingly, subject to this section and any terms in an applicable SOW. Termination of an SOW does not automatically terminate the Agreement.

6.4 No later than thirty (30) days after the end of the Term, (i) EA MTS will refund to Client any prepaid fees paid by Client in respect of any period after the end of the Term; and (ii) each party will return to the other all Confidential Information of the other party (and any copies thereof) in the party’s possession or under its control, and Client will return to EA MTS all materials, deliverables, software, and hardware it has received from or on behalf of EA MTS. EA MTS will also return Client Content its possession or under its control to Client, to the extent practical.

7. INDEMNIFICATION.

Client shall defend, indemnify, and hold harmless EA MTS and EA MTS’s affiliates and their respective officers, directors, parents, subsidiaries, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) arising out of or resulting from any third-party claim, suit, action, or proceeding arising out of or resulting from EA MTS’s furnishing or failure to furnish the Services provided for in this Agreement or the applicable SOW, other than such Losses that are judicially determined to arise out of EA MTS's breach of this Agreement, gross negligence, fraud or willful misconduct.  

8. LIMITATION ON LIABILITY.

Subject to additional limitations set forth herein, the parties agree that EA MTS’s and its third party providers’ total aggregate liability for all damages, losses, expenses, costs and liabilities arising hereunder, regardless of the cause of action, whether in contract, tort (including negligence), strict liability or otherwise, will not exceed the amounts paid or payable by Client pursuant to an applicable SOW for the six (6) months immediately preceding the date upon which the cause of action arises, and EA MTS shall not have any liability with respect to any third party provider’s products or services.  NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EA MTS, ITS AFFILIATES, REPRESENTATIVES, SUBSIDIARIES, PARENTS, SUCCESSORS, PERMITTED ASSIGNS, OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST, STOLEN, DAMAGED, CORRUPTED OR COMPROMISED DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Client agrees that this limitation on liability is a reasonable allocation of risk. 

For the avoidance of doubt, Client, on behalf of itself and its affiliates, covenants and agrees not to sue or bring any action in law or in equity, or threaten to sue or bring any such action, or cooperate with, instruct, or consent to a third party suing or bringing any such action, against EA MTS, its affiliates, officers, parents, directors, employees, agents, successors and permitted assigns, arising from, referring to, relating to, or in connection with any third party provider’s products or services provided pursuant to this Agreement, or any SOW, including but not limited to, claims arising from third party’s failure of performance or functionality, disruption of service, or any other claim related to the services, warranties, products or goods provided by or on behalf of the third party provider.

Use of "Cork": Notwithstanding anything to the contrary herein, to the extent that Cork, Inc. (“Cork”) is engaged to provide services, goods, warranties, or products  to the Client that are related to the Services provided by EA MTS under this Agreement, the Client agrees, on behalf of itself and its affiliates that EA MTS shall have no liability or responsibility, and shall not incur any costs or expenses, relating to or arising from: (i) Client’s relationship with, or any services provided by, Cork to Client, or (ii) any goods, products, or warranties provided by or on behalf of Cork to Client.   Moreover, Client: (i) grants EA MTS the right and license to provide Cork with Client’s confidential information, data and materials, and expressly authorizes EA MTS to collect, use and share such data with Cork, in EA MTS’s discretion, and (ii) represents and confirms that any data provided to EA MTS is accurate and complete, to the best of Client’s knowledge, and complies with all applicable laws.

9.  CONFIDENTIALITY.

9.1 The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose, without the other’s prior written consent, other than as authorized hereunder. Each party agrees to secure and protect the other party’s Confidential Information in a manner consistent with the maintenance of such party’s own confidential information and to take appropriate action by agreement with its employees, consultants or other agents who are permitted access to the other party’s Confidential Information to satisfy the obligations under this Section. Each party’s Confidential Information will remain the sole and exclusive property of that party.

9.2 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

9.3 By entering into this Agreement, Client consents to the terms and conditions of EisnerAmper’s privacy law notices and contract terms located at https://www.eisneramper.com/privacy-law-resource-center.

10. FORCE MAJEURE.

Except with regard to payment obligations, either party will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the affected party. 

11. ASSUMPTIONS.

All performance obligations of EA MTS, and the cost of all Services chargeable to Client, are predicated on the ongoing accuracy and satisfaction of all of the following conditions:

11.1 Client will timely cooperate with EA MTS, and provide all information reasonably necessary for EA MTS to perform its obligations and to allow third party service providers and licensors to perform their functions required as part of the Services.   

11.2 Client will make all Client systems available and accessible to EA MTS and to required third party service providers to enable EA MTS and such third parties to provide the Services.

11.3 Client has obtained and maintained all authorizations and permissions necessary or required for EA MTS to perform all Services (e.g., without limitation, permission from third party software providers to have third parties access to Client systems on Client’s behalf; permission from Client’s landlord to build telecommunications infrastructure and have telecommunications lines installed from the building’s point of presence, etc.).

11.4 EA MTS continues to have all rights, licenses and permissions required of it to provide the Services (e.g., no software reseller agreement has been terminated by the vendor or expired).

11.5 Client is in compliance with all terms of the Agreement and of any SOW.

11.6 Client is in compliance with all terms applicable to its use of third party platforms, software and products, including those made available by EA MTS hereunder.

11.7 Client’s systems will interoperate with and function adequately when used in connection with the software made available by EA MTS and used by the Client (collectively, the “Products”) licensed hereunder.

11.8 Service providers selected by EA MTS and/or Client hereunder cooperate and perform their selected tasks and duties reasonably proficiently and in a timely manner.

11.9 Client hardware does not experience chronic or repeated failure due to its age or poor condition.

11.10 Each type of service is contracted individually and must be listed in a SOW.  If particular services, such as training or consulting services, are not listed in an applicable SOW, then such services are not included in the scope of an SOW.

Any failure of the above assumptions may result in a change in the fees due hereunder, and/or termination, in EA MTS's sole discretion.

12. CLIENT RESPONSIBILITIES AND PROHIBITIONS.

12.1 Client will not make any modifications to the Products or any monitored or serviced systems.

12.2 Client will timely respond to questions and requests for information and documentation as needed for EA MTS to resolve any reported incidents and problems.

12.3 Client will maintain all hardware, software and systems not maintained by EA MTS on its behalf but required for the receipt of Services hereunder free from chronic or repeat failures and in good repair.  Client will address any failures identified by EA MTS in a timely fashion. 

13. MISCELLANEOUS.

13.1 This Agreement will be governed and construed in accordance with the laws of the State of New York, and the parties consent to the sole and exclusive jurisdiction of the state courts and U.S. federal courts located in the State of New York, County of New York for any dispute arising out of this Agreement.  The parties hereby agree to such venue and irrevocably subject themselves to the jurisdiction of such courts.  No action by EA MTS or Client arising under this Agreement may be brought at any time more than one (1) year after such party learns of the facts upon which the cause of action is based.

13.2 Any notice or demand (except for communications between the parties in the ordinary course) required by this Agreement must be in writing, and will be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth on the first page hereof, with a courtesy copy sent via email.  The notice will be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.

13.3 This Agreement together with all exhibits, schedules, and Statements of Work executed hereunder sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. Except as specifically set forth herein, this Agreement may be amended only by a written agreement signed by both parties.

13.4 In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions will remain valid and in force.

13.5 Neither party will be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.

13.6 The following provisions will survive termination or expiration of this Agreement: Sections 3 (Proprietary Rights), 4 (Representations and Warranties), 5 (Payment and Fees), 7 (Indemnification) 8 (Limitations on Liability), 9 (Confidentiality), and this Section 13 (Miscellaneous).

13.7 The Client may not assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of EA MTS (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Client will have the right to assign this Agreement as a whole to any entity that acquires all or substantially all of its assets or voting securities, or in connection with a merger.  EA MTS may assign this Agreement or any of its rights or delegate any of its obligations under this Agreement to any subsidiary, parent, related entity, or any entity with which EisnerAmper LLP or Eisner Advisory Group LLC enters into any change of control, combination, merger, or sale of substantially all of its assets.

13.8 Employees and Subsidiaries.  EA MTS may assign employees or employees of its affiliated entities’ subsidiaries and affiliates, including employees located outside the United States to work on this engagement, and to provide operational support services to EA MTS.  Client hereby consents to EA MTS assigning employees and affiliated entities, including those located outside the United States to this engagement, and to EA MTS transmitting Client information to such employees and affiliated entities as needed to perform the services for Client and to perform operational services.

13.9 The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute.

13.10 This Agreement shall be deemed executed upon execution of the Agreement, which may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together will form one legal instrument.  Counterparts may be shared electronically.

13.11 EA MTS values its staff and contractors and has made significant investments in each.  In the event that during the Term of this Agreement or within a period of two (2) years thereafter, the Client hires one of EA MTS’s employees, partners, contractors, or subcontractors  (“EA Personnel”) who has worked on, consulted, or serviced any SOW hereunder, EA MTS will charge, and Client agrees to pay, a recruiting fee equal to the greater of (i) one hundred percent (100%) of the annual salary that the EA Personnel will receive at Client’s organization; or (ii) one hundred percent (100%) of EA MTS’s billings to the Client in the twelve (12) months prior to the date on which the EA Personnel was hired by Client, as fair and equitable compensation of EA MTS’s loss.

13.12 Client is responsible for compliance with all laws and regulations that may be applicable to its business, and to its use and maintenance of its own software that may be required to access or make use of the Services, software or hardware provided hereunder.   If Client requires EA MTS to comply with any laws applicable to Client’s business, it will notify EA MTS immediately and assist EA MTS in achieving such compliance by all reasonable means.

13.13 Reimbursement of Expenses Related to Compliance with Subpoenas. In the event that EA MTS, Eisner Advisory Group LLC or EisnerAmper LLP receives a subpoena or other legal process in an action or proceeding in which it is not a party that seeks testimony, documents or information related to the services provided pursuant to this Agreement or any SOW, Client shall reimburse EA MTS for all costs and expenses (including reasonable legal fees and costs) associated with providing such testimony, documents or information, including any time expended at EA MTS’s then standard rates.

14.  Independence and Non-Attest Services.  This section applies only to Clients for which attest services are provided by EisnerAmper LLP.  Professional standards require that a CPA firm and its covered members maintain independence throughout the professional engagement period.  In order to preserve EA MTS’s independence, the Client shall not solicit EA MTS’s, EisnerAmper LLP’s, or Eisner Advisory Group LLC’s staff for employment and no offer of employment shall be discussed with any such professional during the professional engagement period.  The Client shall inform the engagement partner before entering into any substantive employment discussions with any EA MTS, Eisner Advisory Group LLC, and/or EisnerAmper LLP personnel.  To the extent that EA MTS or Eisner Advisory Group LLC performs any non-attest services (including, but not limited to, the preparation of tax returns, or consulting services, etc.), the Client assumes all management responsibilities, which means that the Client will make all management decisions and perform all management functions, designate an individual, preferably from senior management, with suitable skill, knowledge, and/or experience to oversee the services, evaluate the adequacy and results of the services performed, accept responsibility for the results of the services and, where appropriate, establish and maintain internal controls including monitoring ongoing activities.  EA MTS in its sole professional judgment, reserves the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. 

15. Eisner Advisory Group LLC is a member firm of EisnerAmper Global Ltd., a network of legally independent firms.  Eisner Advisory Group LLC is also a member firm of Allinial Global, an association of legally independent accounting and consulting firms.  EisnerAmper Global Ltd., Allinial Global, and their respective member firms, and correspondent firms are not responsible for and do not accept liability for the work or advice which EA MTS provides to its clients and do not owe any duty in relation to the work or advice which EA MTS provides. 

April 2025