MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (the “MSA“) governs all services, products, and licenses that Net X Computers LLC., a Ohio corporation (“us”, “our”, “we” or “NetX”), provides, sells, or re-sells to you (“Customer”, “you”, or “your”).
- This MSA serves as a master agreement and applies to Client’s purchases from NetX of support and maintenance services (“Services”) and for hardware, subscription services, and/or licenses for software (collectively, “Products”). No Product or Service will be provided under this MSA alone. Client engages and retains NetX to render Services and/or deliver Products as more particularly set forth in a separate Description of Service (“DOS”) and Terms of Service Addenda (“TOSA”) attached hereto and incorporated herein by reference and subject to the terms and conditions of this MSA, the DOS and the TOSA. “Agreement” as used herein shall refer to this MSA, all DOSs and all TOSAs. Except as otherwise stated herein, in the event of any conflict between the terms of this MSA and a DOS and/or a conflict between this MSA and a TOSA, this MSA shall govern.
- Term and Termination. This MSA shall be effective as of the Effective Date and will continue until all DOSs expire or are otherwise terminated.
- Termination by NetX. NetX may: (a) terminate a specific DOS and/or this MSA if Client fails to pay any amount due pursuant to this Agreement by the payment due date. For purposes of this Agreement a payment is past due if not paid in the time permitted by the payment terms stated below, or for “due upon receipt” invoices, if the payment is not made within five (5) business days of Client’s receipt; or (b) terminate a specific DOS and/or this MSA if Client commits any material breach of this Agreement other than failure to make payment by the due date and fails to cure such breach within fifteen (15) days after receipt of written notice from NetX; or (c) terminate a specific DOS and/or this MSA if Client acts in violation of any law, code or regulation. Additionally, NetX may terminate this MSA or a DOS after during any month-to-month term by providing Client with thirty (30) days advanced notice of its intent to terminate. If a specific DOS and/or this MSA is terminated, Client shall immediately pay NetX for all Services rendered and for all Products delivered or purchased by NetX in furtherance of its obligations hereunder. If Client defaults on any obligation imposed herein, including failure to pay any amount due by its due date, NetX may immediately and without notice uninstall and repossess any equipment installed at Client’s location belonging to NetX, or which is leased from NetX by Client, without any liability whatsoever, and Client shall grant NetX immediate access to the location of the equipment for repossession. Client shall pay to NetX a fee equal to ten percent (10%) of the monthly rental rate, as determined in the sole discretion of NetX, per day for each day Client remains in possession of such equipment following a default to compensate NetX for its loss of use of the equipment and not as a penalty. Client shall pay to NetX all costs incurred by NetX enforcing its rights pursuant to the Agreement whether or not litigation is initiated, including but not limited to attorney fees, collection fees, court costs and all other expenses.
- Client may (a) terminate this MSA and/or a specific DOS if NetX commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Client; or (b) terminate a specific DOS and/or this MSA if NetX acts in violation of any law, code, or regulation in the performance of its obligations under the Agreement. If a specific DOS and/or this MSA is terminated, Client shall immediately pay NetX for all Services rendered and for all Products delivered or purchased by NetX in furtherance of its obligations hereunder.
- Upon termination, cancellation, or non-payment under this MSA, a DOS, or a TOS all Client files will be permanently deleted from ourbelagrod systems.
- normal business hours; Payment. Except as otherwise stated in a DOS, payment shall be subject to the following:
4.1. Normal business hours shall be between 8:00 a.m. and 5:00 p.m. Monday through Friday.
4.2. Client agrees to pay to NetX the total sum stated on the DOS (“Total Cost of Services”) for Services rendered and Products delivered and/or purchased in furtherance of NetX’s performance of this Agreement.
4.3. Services not covered under a DOS during normal business hours shall be charged at the then current hourly rate for such services. Services not covered under a DOS outside normal business hours shall be charged at the then current hourly rate for such services. As of the date of this Agreement the current normal business hours rate equals $125.00/hour, and the current outside normal business hours rate equals $175/hour, both of which are subject to change without notice to Client. This rate for non-covered services will apply regardless of whether the services are performed on-site, remotely, or by telephone. A one-hour minimum charge will apply for on-site work. A half-hour minimum charge will apply for work completed remotely or over the telephone.
4.4. The following are the payment terms for each service and product:
(a) Unless otherwise agreed to in a signed DOS, Diagnostic, Repair and Project Services shall be billed upon completion and payable upon Client’s receipt of an invoice.
(b) Payment for Hardware and Software shall be made by Client before Hardware and Software is ordered unless otherwise agreed to in a signed DOS.
(c) All other Service and Products shall be paid for in advance or as otherwise stated in a DOS.
4.5. Payment for services and products shall be paid by check delivered to NetX at 77 Elmwood Dr., #310, Dayton, Ohio 45459, ACH, credit card, or by any other mutually agreed upon method made in writing. Client authorizes NetX to charge client’s credit card or checking account for all services rendered and products delivered pursuant to this Agreement and any DOS.
- Client’s failure to pay any amount due pursuant to this Agreement within the stated terms shall be a material breach of this Agreement and NetX may, in addition to other rights granted by law and this Agreement, suspend Services or the delivery of Products, including, but not limited to, providing Client with any reports, data storage or related services. Additionally, NetX may terminate this Agreement in accordance with Section 2.1. Past due balances shall accrue interest at a rate of one and one-half percent (1.5%) per month.
- In the event of a price increase of fuel, equipment, consumables, or other materials occurring during the performance of this Agreement through no fault of NetX, the amounts due pursuant to the Agreement shall be equitably adjusted upon notice provided by NetX to Client. A change in price of fuel, equipment, consumables, or other materials shall be considered significant when NetX’s price of fuel, equipment, consumables, or other materials increases more than ten percent (10%) between the date of this Agreement and the date of purchase of fuel, equipment, consumables or other materials. Client agrees to pay this additional surcharge.
- CONFIDENTIALITY AND NON-DISCLOSURE. Both parties to this Agreement recognize that, from time to time, each may receive information that the other party considers confidential. “Confidential Information” means all written, oral, recorded or electronic information, whether tangible or intangible and in whatever form or medium, including documents, records and data (including, but not limited to, any business, operational, administrative, economic, commercial, technical, marketing, financial or other information; business plans; customers; suppliers; pricing; proprietary product names; contractual relationships; methods; techniques, including custom production and/or blending techniques; historical data; computer programs; ideas; marketing; intellectual property; know-how; trade secret; research; development; engineering or technical data; photographs; plans; and drawings), whether or not such confidentiality or proprietary status is indicated orally or whether or not the specific words “confidential” or “propriety” are used. The term “Confidential Information” does not include any information that (a) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure by recipient or its representatives in violation of this Agreement); (b) is or was made available to recipient or its representatives on a non-confidential basis from a source other than disclosing party and its representatives who is not known by recipient to be prohibited from transmitting the information to recipient by a contractual, legal or fiduciary obligation; (c) is already known to recipient or its representatives, as evidenced by recipient’s written records; or (d) is or was independently developed by recipient or its representatives without the use of the Confidential Information, as evidenced by recipient’s written record. The parties shall keep all Confidential Information in strict confidence. The recipient shall use a reasonable standard of care in protecting Confidential Information, which will not be less than the standard of care the recipient uses to protect its own confidential information; only use Confidential Information to perform its obligations and exercise its rights under this Agreement; not disclose Confidential Information to any third party; and, when requested by the disclosing party, return or destroy the Confidential Information.
- PROVISION OF MATERIALS AND SERVICES TO NetX. Client agrees to timely furnish or purchase from NetX, at its own expense, all personnel, all necessary computer hardware, software and related materials, and appropriate and safe workspaces for purposes of NetX performing the services. Client will also provide NetX with access to all information, passwords and facilities requested by NetX that is necessary for NetX to perform the services. Access may be denied for any reason at any time, however if access to information, passwords or facilities is denied, Client understands that the NetX may be unable to perform their duties adequately and if such a situation should exist, then NetX will be held harmless and relieved of its obligations pursuant to this Agreement. Notwithstanding the foregoing sentence, Client shall remain liable to NetX for its obligations imposed pursuant to this Agreement.
- WORKING ENVIRONMENT. Client shall provide a suitable working environment for any equipment located at Client’s facility. Such environment includes, but is not limited to the appropriate temperature, static electricity and humidity controls and properly conditioned electrical supply for each piece of equipment. Client shall bear the risk of loss of any equipment, software or related materials located at Client’s facility.
- CLIENT RESPONSIBILITY FOR EQUIPMENT. Client acknowledges that from time to time (a) NetX may identify additional items that need to be purchased by Client, and (b) changes in Client’s systems may be required in order for NetX to meet Client’s requirements. In connection therewith, Client agrees to work in good faith with NetX to effectuate such purchases or changes. In the event that NetX is required to purchase any NetX, including computer hardware and/or software, in connection with NetX providing the services, all such NetX will remain the sole property of NetX unless specifically stated otherwise in writing. Client will be responsible for the quality, completeness and workmanship of any item or service furnished by it and for ensuring that the materials provided to NetX do not infringe or violate the rights of any third party. Client will maintain adequate backup for all data and other items furnished to NetX. Client shall be responsible for any failure or malfunction of electrical or telecommunications infrastructure or services that causes damage to NetX’s Products or Services, and NetX disclaims all responsibility for any loss for such failure, including the loss of data. Unless otherwise agreed to in a separate signed agreement, under no circumstances shall NetX be responsible for moving or relocating equipment or accessories, or damage to equipment or other property not caused by the gross negligence of NetX.
- CLIENT DATA OWNERSHIP AND RESPONSIBILITY.
- Client Ownership. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information or material proprietary submitted by Client to NetX. Client warrants and represents that Client has the right to use of any data, information or material proprietary submitted by Client to NetX provided hereunder and NetX’s use will not infringe on any patent, copyright, trade secret, or other proprietary right of any third party; and Client has no reason to believe that any patent, copyright, trade secret, or other proprietary right of any third party may be infringed.
- Software Installation or Replication. If NetX is required to install or replicate Client software as part of the Services, Client will independently verify that all such software is properly licensed. Client’s act of providing any software to NetX will be deemed Client’s affirmative acknowledgement to NetX that Client has a valid license that permits NetX to perform the Services related thereto. In addition, Client will retain the duty and obligation to monitor Client’s equipment for the installation of unlicensed software unless NetX in a written DOS expressly agrees to conduct such monitoring. Client will indemnify and hold harmless NetX against all damages and expenses it may incur (including reasonable attorney’s fees and disbursements) related to Client providing infringing materials to NetX or any Client breach of this Section.
- INTELLECTUAL PROPERTY. Intellectual Property and Deliverables. The rights of the parties with respect to Intellectual Property utilized and/or developed in performance of this Agreement shall be determined in accordance with this clause. The obligations of this paragraph shall survive the expiration or termination of this Agreement. “Intellectual Property” means intangibles such as information, inventions, discoveries, works of authorship, designs, and Deliverables. “Intellectual Property Right(s)” means all of the world-wide legal rights for the Intellectual Property based on statute or common law and includes, by way of example, patents, copyrights, and trade secrets. Intellectual Property developed or otherwise acquired by a party prior to or outside the scope of this Agreement (“Background Intellectual Property”), and any Intellectual Property Rights therein, shall be owned by the party that developed or otherwise acquired the Background Intellectual Property and associated rights. “Deliverables” means all documents, data, materials, information, processes, studies, reports, surveys, proposals, plans, codes, scientific information, technological information, regulations, maps, equipment, charts, schedules, photographs, exhibits, software, software source code, documentation, Intellectual Property, other than Background Intellectual Property, and other materials and property prepared or developed or created or discovered under or in connection with this Agreement. All Deliverables shall be the property of NetX, and NetX shall have all rights of ownership and use of the Deliverables and Intellectual Property, other than Referrer’s Background Intellectual Property. Client shall not use or disseminate NetX’s Intellectual Property and/or Deliverables without the express written consent of NetX. Client grants NetX a non-revocable license to use Client’s Background Intellectual Property to the extent necessary for NetX to perform pursuant to this Agreement.
- License Agreement.
- License. Subject to the terms of this Agreement, NetX grants Client a perpetual, non-exclusive, non-transferable license to use and modify all programming, documentation, reports, and any other product provided as part of a DOS solely for its own internal use.
- Pre-Existing License Agreements. Any software product provided to Client by NetX as a reseller for a third party, which is licensed to Client under a separate software license agreement with such third party, will continue to be governed by the third-party license agreement.
- EULA. Client hereby grants permission to NetX to sign all EULA’s necessary for any software product installed on Client’s computer system on behalf of Client.
- WARRANTY. NetX warrants that it will perform its obligations in a commercially reasonable manner and substantially in accordance with the specifications set forth in a DOS. For any breach of the foregoing warranty, NetX will exercise commercially reasonable efforts to re-perform any non-conforming services that were performed within ten (10) business days of NetX’s receipt of Client’s written notice to NetX specifying in reasonable detail such non-conformance. If NetX concludes that conformance is impracticable, then NetX will refund all fees paid by Client to NetX hereunder, if any, allocable to such nonconforming performance. NetX shall not have an obligation to refund fee in accordance with this section if conformance is impracticable as a result of Client’s conduct. Notwithstanding the above, NetX does not warrant its Products or Services beyond a reasonable standard or skill consistent with industry standards. NetX does not guarantee or promise any cost savings, profits, or returns on investment. Product warranties for third party products, if any, are provided by the solely by the manufacturers thereof and not by NetX. NetX’s sole obligation is to act on behalf of Client to assist in the satisfaction of any such warranty during the term of the MSA. Notwithstanding anything to the contrary stated herein, the manufacturer’s warranty shall be the only warranty offered on Products sold or provided to Client, except NetX offers a thirty (30) day warranty on desktops, laptops, and Macs that were refurbished by and sold to client by NetX.
- LIMITATIONS OF LIABILITY
- Software and Hardware Security. Client understands and agrees that data loss or network failures may occur, whether or not such data loss or network failure is foreseeable. This risk increases if the Client fails to maintain proper security for its computer and information system including software and hardware updates. Client also understands and agrees that data loss or network failures may occur, whether or not such data loss or network failure is foreseeable, if the Client maintains proper security for its computer and information system including software and hardware updates although the risk is substantially reduced. Client warrants that it will apply all software and hardware updates and maintain specific security standards, policies, procedures set forth in the TOSA titled “Cybersecurity Addendum,” attached hereto and incorporated herein by reference. Client shall hold NetX harmless for all data loss or network failures regardless of the cause. In no event, including the negligent act or omission on its part, shall NetX, whether under this Agreement, a DOS, or otherwise be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, for any direct, indirect or consequential losses or expenses, including without limitation loss of profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from any act of terrorism, including cyber-terrorism, strike or similar labor action, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, or any action taken in controlling, preventing or suppressing any of these things, including any such act or series of acts of any person or group(s) or persons, whether acting alone or on behalf of or in connection with any organization(s), committed for political, religious or ideological purposes including but not limited to the intention to influence any government and/or to put the public in fear for such purposes by using activities perpetrated electronically that are directed towards the destruction, disruption or subversion of communication and information systems, infrastructure, computers, telecommunications or electronic networks and/or its content thereof or sabotage and or threat therefrom.
- Voice, VoIP, Telephonic, Unsolicited Emails and Texts. In no event, including the negligent act or omission on its part, shall NetX, whether under this Agreement, a DOS, or otherwise be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, for any direct, indirect or consequential losses or expenses, including without limitation loss of profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if the Client’s data is breached because of the receipt or distribution of unsolicited email, direct mail, facsimiles, telemarketing or , telephonic communications or because of the collection of information by means of electronic “spiders”, “spybots”, “spyware”, “vishing”, “phishing”, “smishing”, “pharming”, wire-tapping, bugging, video cameras or identification tags.
- Extraordinary Events. In no event, including the negligent act or omission on its part, shall NetX, whether under this Agreement, a DOS, or otherwise be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from any failure or malfunction of electrical systems, telecommunications infrastructures, services not under NetX’s control, any satellite failure, from any fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail, tidal wave, landslide, act of God or other physical event.
- LIMITATION OF LIABILITY.
- Limitation on Direct Damages. NetX’S TOTAL LIABILITY (INCLUDING THE LIABILITY OF ANY SUPPLIER, SUBCONTRACTOR, EMPLOYEE OR AGENT OF NetX), AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE MSA, A DOS, AND/OR THE SERVICES AND PRODUCTS PROVIDED HEREUNDER, SHALL BE LIMITED TO ACTUAL FEES PAID BY CLIENT TO NetX FOR THE SPECIFIC SERVICE OR PRODUCT FROM WHICH SUCH CLAIM ARISES.
- No Indirect Damages. NetX (INCLUDING NETX’S SUPPLIERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS) SHALL HAVE NO LIABILITY TO CLIENT FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
- INSURANCE. To the extent this Agreement creates exposure generally covered by the following insurance policies, NetX will maintain at its own sole cost and expense at least the following insurance covering its obligations under this Agreement: (a) Commercial General Liability including (i) bodily injury, (ii) property damage, (iii) contractual liability coverage, and (iv) personal injury, in an amount not less than One Million Dollars ($1,000,000) per occurrence; (b) Business Automobile Liability for owned, hired and non-owned vehicles in an amount of not less than One Million Dollars ($1,000,000) for each accident; (c) Workers Compensation at statutory limits; and (d) Professional Liability Insurance covering errors and omissions and wrongful acts in the performance of the Services. Such insurance will bear a combined single limit per occurrence of not less than One Million Dollars ($1,000,000).
- WARRANTIES. The express remedies set forth in this Agreement will constitute Client’s exclusive remedies, and NetX’s sole obligation and liability, for any claim (a) that a Service or Product provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly or Products improperly installed. NetX shall not be responsible for impairments to the Services or Products caused by acts within the control of Client or its employees, agents, contractors, suppliers or licenses, the interoperability of Client applications, or other cause within Client’s control and not reasonably related to services provided under this Agreement.
EXCEPT FOR THE WARRANTIES MADE BY NetX IN SECTION 10, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND PRODUCTS ARE PROVIDED STRICTLY “AS-IS.” NetX DOES NOT MAKE ANY ADDITIONAL WARRANTIES, EXPRESSED OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. NetX DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS WILL MEET ANY CLIENT REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY SERVICES OR PRODUCTS WILL OPERATE IN THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY SERVICES OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.
No statement by any NetX employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this Agreement in any way whatsoever.
- QUOTES. Unless otherwise stated in a DOS, all quotes for Products or Service are valid and good for three (3) days.
- INDEMNIFICATION. In addition to all other indemnification and defense provisions contained herein, Client hereby agrees, at its sole expense, to indemnify, defend and hold NetX harmless from and against any loss, cost, damages, liability, attorney fees or expense, of any nature, arising out of or relating to: (i) a third-party claim, suit, proceeding, action or allegation of any kind whatsoever based on any action or inaction, information, data, files or other content provided by Client pursuant to this Agreement or transmitted over Client’s information technology infrastructure; (ii) any negligent act or omission of an act and/or intentional misconduct by Client; (iii) any manipulation of the information technology infrastructure or software by Client without the written consent of NetX; (iv) any infringement of intellectual property committed by client; or, (v) any other breach of this Agreement by NetX.
- NON-SOLICITATION. During the term of this Agreement and for a period of one (1) year after the termination of the Agreement, Client shall not, directly or indirectly, on Client’s own, or on behalf of any other person or entity, whether as employee, owner, partner, agent, stockholder, lender, director, officer, advisor, consultant or otherwise, induce or attempt to induce any customer, prospective customer, employee, sales representative, consultant or agent of NetX to terminate or diminish its, his or her relationship or employment with NetX or NetX’s successors, affiliates, and/or subsidiaries. Client agrees that the terms of this section are reasonable and necessary to protect NetX’s business interests and that NetX would suffer irreparable harm from a breach of this section. The parties acknowledge that the subject matter of this Agreement is of a special, unique, unusual, and extraordinary character which gives value, the loss of which cannot be reasonably or adequately compensated by money damages in any action at law, and the breach by Client of any of this Section 15 will cause NetX irreparable injury and damage. Client expressly agrees that NetX shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of this provision of this Agreement by the Client. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that NetX may have for damages or otherwise. The various rights and remedies of NetX under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
- SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be reformed and construed so as to be valid, operative, and enforceable, to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
- AMENDMENT. This Agreement may not be amended except in a writing signed by both parties.
- RELATIONSHIP. The parties are independent parties; and this Agreement does not make the parties principal and agent, partners, employer, and employee, or create a joint venture.
- LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to principles of conflicts of laws. The parties submit to the exclusive jurisdiction of the state or federal courts located in Montgomery County, Ohio.
- WAIVER. Failure by either party to insist upon strict performance of any provision herein shall not be deemed a waiver by such party of its rights or remedies, or a waiver by it of any subsequent default by the other party.
- FORCE MAJEURE. With the exception of Client payment for service rendered, neither party shall be responsible for any failure to perform, or delay caused where such failure or delay is due to circumstances beyond the party’s control. This includes fire, flood, earthquake, volcanic eruption, explosion, lightening, wind, hail, tidal wave, landslide, act of God or any other physical event.
- ASSIGNMENT. Client may not assign its rights or obligations under this Agreement without NetX’s prior written consent which shall not be unreasonably withheld.
- COUNTERPART AND ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. An electronic signature of this Agreement shall have the same validity and effect as a signature affixed by hand.
- ENTIRE AGREEMENT. The MSA, DOSs and TOSAs constitute the entire agreement by and between the parties regarding the subject matter contained herein and supersede all prior and contemporaneous undertakings and agreement of the parties, whether written or oral, with respect to such subject matter.
Last Updated: April 15, 2022