MASTER SERVICE AGREEMENT

 

THIS MASTER SERVICE AGREEMENT (this “Master Service Agreement”) states the terms and conditions that govern the relationship between The Wursta Corporation, a Pennsylvania Corporation (“Company”) and customers engaging Company’s services through the execution of one or more Statements of Work (“You” or “Your”).  You and Company are hereinafter referred to collectively as the “Parties” and each individually as a “Party”.

 

RECITALS

A. Company is engaged in the business of providing a full range of technology consulting services; and

B. Customer desires to retain Company to perform technology services and functions.

 

In consideration of the mutual covenants and conditions here, and intending to be legally bound, each Party agrees as follows:

1 DEFINITIONS

In addition to the capitalized terms defined throughout the Agreement, the following terms will have the respective meanings assigned to them below. Singular and plural forms will have the corresponding meanings.

1.1 “Agreement” means this Master Service Agreement along with any SOWs, corresponding schedules, exhibits or Change Orders.

1.2 “Change Order” has the meaning assigned to it in Section 3.

1.3 “Company Background Materials” has the meaning assigned to it in Section 2.

1.4 “Confidential Information” means any non-public, secret or proprietary information of commercial value that is disclosed (whether directly or indirectly) by one Party to the other during the Term (regardless of the manner of disclosure) which relates to the disclosing Party’s business (including data, business plans, employee information, private employee communications, customer information, marketing plans, etc.), technology (including algorithms, technical data, product plans, research plans, software, etc.), products, services, trade secrets, manuals, guides, instructions, code, “know-how,” formulas, processes, ideas, procedures, work product, presentations, intellectual property and inventions (whether or not patentable) that is expressly identified as confidential by the disclosing Party or should be reasonably understood by the receiving Party as the non-public, secret or proprietary information of the disclosing Party.

1.5 “Deliverables” means any item created for and delivered to You as final deliverables by Company under the Agreement.

1.6 “Protected Materials” means any intellectual property, “know-how,” techniques, processes, trade secrets, inventions, improvements, manuals and systems, whether or not patentable or copyrightable, including all material and information and data relating thereto, and other confidential and proprietary work product (including presentations, instructions, objects, applications, algorithms, scripts, code, software, files and concepts).

1.7 “Services” means any service performed by Company for you under the Agreement.

1.8 “SOW” means each statement of work separately executed from time-to-time by the Parties that references this Master Service Agreement and specifies any Deliverables or Services for a particular project along with other details (such as fees and time table).

1.9 “Third-Party Materials” has the meaning assigned to it in Section 3.

1.10 “Term” has the meaning assigned to it in Section 1.

2 SERVICES

2.1 Agreement Structure. By signing this Master Service Agreement, the Parties enter into a set of provisions that will be incorporated into any contemporaneous or future SOWs for Services or Each SOW is a separate contract.

2.2 Services and Deliverables. Company agrees to perform Services and deliver Deliverables to You, and You agree to pay Company for such Deliverables and Services at the rates and on the terms and conditions set forth in the Agreement.

2.3 Change Orders. Once a SOW is signed, any requests for additional Services or modifications to such SOW must be in writing in a “Change Order” that details the modifications and fees and is accepted and executed by both Parties to be effective. By requesting a Change Order, You agree (i) that Company may not be able to proceed on an affected SOW until the Change Order is finalized, (ii) to grant reasonable extensions of deadlines on affected SOWs and (iii) to pay any extra charges and fees as set forth in the Change Order.

2.4 Delivery Date. Company will use commercially reasonable efforts to complete and deliver the applicable Services or Deliverables under a SOW pursuant to the timeline in the SOW. In addition, you acknowledge that the delivery date may be delayed due to (i) Your actions (including requests for a Change Order), inaction (including failure to provide access or necessary resources or failure to timely pay invoices) or negligence; or (ii) causes beyond Company’s reasonable control.

2.5 Google Rider. If You will be using Google products, You agree to the rider set forth in Schedule A.

2.6 Third Party Terms and Conditions. If You purchase third-party software, services or products through the Company (including Google), You agree that You will be bound by the terms and conditions of such third party (including the contractual duration) as set forth in the applicable agreement, SOW or purchase order.  For clarity, this section only applies to completed purchases from third parties.

3 PAYMENTS

3.1 Payment. In exchange for Services or Deliverables, You will compensate Company pursuant to the terms of the Agreement.  If You fail to make a payment in full by the applicable due date, in addition to other remedies (including those under Section 3.4 and the non-transfer of any interest/license pursuant to Section 4.2), Company may:  (1) terminate the Agreement, (2) terminate any outstanding SOWs, (3) cease work or withhold any Services or Deliverables, or (4) bring legal action.  In addition, if You fail to make payment for subscribed products (including, without limitation, Google products), Company may terminate such subscription after providing written notice 10 days prior to termination.  You agree to pay all fees, expenses and costs of collection for late, partial or non-payment, including reasonable legal fees, costs and expenses.

3.2 Taxes. You will pay any applicable sales or service tax on the Services, Deliverables, or products related thereto (including licenses).  You acknowledge that withholding laws vary by state and that You may be liable for such taxes even if Company does not withhold or fails to withhold.  If Company is withholding such taxes pursuant to applicable laws, it will be designated in Your invoice.

3.3 Invoice. Except as otherwise set forth in the applicable SOW, You will pay each invoice within thirty (30) calendar days of receipt without setoff, counterclaim, recourse or other defense unless such withholding is done in good faith.

3.4 Late Payment. In addition to other remedies, You will pay interest at the rate of three percent (3%) per month or the maximum rate allowed by applicable law, whichever is less, plus any collection costs pursuant to Section 3.1 on all amounts owed that are not paid when due.

3.5 Expenses. You will directly pay or reimburse Company within thirty (30) business days of any invoice for any third-party expenses or charges reasonably incurred by Company in providing Services or Deliverables pursuant to the Agreement. Company will keep you informed of such expenses and seek pre-approvals when appropriate. Such expenses or charges will be invoiced pursuant to Section 2. Company will provide You with an itemized list of any expenses.

3.6 Estimates. While we aim to provide accurate estimates, Company makes no representation or warranty that such estimate will correctly approximate the actual fees and expenses. You also acknowledge that any deviations from the original SOW that the estimate was based on may affect the estimate.

4 INTELLECTUAL PROPERTY AND MATERIALS.

4.1 Interest to You Upon Payment. Upon full payment of fees and expenses under the applicable SOW, and subject to the terms of the Agreement (including Section 5), Company automatically assigns and hereby assigns to You its ownership interest in all Deliverables and other final work products delivered to You pursuant to such SOW. Nothing in the Agreement assigns to You any interest in (i) Company Background Materials (defined in Section 4.2); (ii) Third-Party Materials (defined in Section 4.3); (iii) ideas, concepts, strategies, procedures or processes; (iv) non-final work products (including drafts); or (v) any work product (including code) not specific or unique to You.

4.2 Company Background Materials and License. Company owns certain Protected Materials that may be used in the course of performance of Deliverables and Services (“Company Background Materials”). If any Company Background Material is provided with a Deliverable or Service (including the Wursta Application Platform), Company hereby grants You a paid up, royalty-free, non-transferrable, non- sublicensable, non-exclusive and worldwide license to use such Company Background Material to the extent necessary to run or operate the Deliverables or Services pursuant to the terms of the Agreement, provided that You are and remain in compliance with the Agreement (including all payment terms). Company retains all rights, titles and interests in and to the Company Background Materials. You will not copy, sell, transfer, lease, license, assign, share, distribute, modify, alter, reverse engineer, decompile, disassemble, create derivative works from or use any Company Background Materials except as expressly provided in the Agreement or with Company’s prior written consent.

4.3 Third-Party Materials.  You acknowledge that Company may use third-party services or products to perform a SOW. Such products or services may include software (including open source software), applications (including Google applicable) or other copyrighted or patented work that Company deems necessary or desirable to purchase or utilize on behalf of You in the performance of a SOW (“Third-Party Materials”). You further acknowledge that any Third-Party Material used to complete a SOW is owned by Company or such third parties, cannot be transferred to You, and is not transferred to You. Further, You acknowledge that You may be bound by the terms and conditions imposed by third parties for such Third-Party Materials. Finally, You acknowledge and agree that any Third-Party Material that is owned or purchased by Company may be used for other Company clients.

4.4 License To Materials You Provide. You hereby grant to Company a royalty-free, paid-up, worldwide, non-exclusive license to use materials You provide to Company for the purpose of fulfilling its obligations under the Agreement (“Your Materials”).

4.5 Further Actions. Each Party agrees to within 15 days execute any and all documents and do any and all further acts as may be reasonably requested by the other Party to carry out the intent and purpose of this Article 4.

5 TERM AND TERMINATION.

5.1 Term. This Master Service Agreement is effective as of the Effective Date and continues in effect until terminated as provided in this Master Service Agreement (“Term”). Each SOW will be effective as of the date of its execution by both Parties and continues in effect until the earlier of (i) the date that all Services and Deliverables under the SOW have been completed and paid for, or (ii) the date that either the SOW or this Master Service Agreement is terminated as provided in the Agreement.

5.2 Termination for Cause. Either Party may terminate a SOW or this Master Service Agreement at any time upon thirty (30) calendar days written notice to the other Party if the other Party is in material breach of the Agreement and fails to remedy such breach within the thirty (30) calendar day notice period (a ten (10) calendar day notice period will apply in the event of a late, partial or non-payment).

5.3 Termination without Cause. The Parties may terminate any SOWs or this Master Service Agreement at any time through written mutual consent. Either Party may terminate this Master Service Agreement or any SOW at any time for its convenience, without liability, upon at least sixty (60) calendar days prior written notice.

5.4 Licenses.The termination provisions in this Article 5 do not apply to purchases of licenses or services (such as SaaS) from third parties (like GSuite).  Such licenses and service terms will be bound by the term set forth in the applicable purchase order.  Unless provided otherwise in your purchase order, such licenses and services will auto renew unless you provide us with written notification 30 days prior to the renewal date.

5.5 Insolvency. Either Party may terminate the Agreement upon written notice to the other Party at any time, to the extent permitted by applicable law, if the other Party becomes insolvent, makes, seeks to make or arranges an assignment for the benefit of creditors, if proceedings in voluntary or involuntary bankruptcy are initiated by, on behalf of or against such Party (and, in the case of involuntary proceeding, not dismissed within forty-five (45) calendar days), or if a receiver or trustee of such Party’s property is appointed and not discharged within forty-five (45) calendar days.

5.6 Effect of Termination and Survival. Termination or expiration of the Agreement will not relieve the Parties of any obligations that accrue prior to such termination or expiration, including any obligation to pay for Services or Deliverables prior to termination, expiration or withdrawal.  Articles 6, 7, 8, 9 and 10 and Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 4.3, 4.5, 5.4 and 5.6 of this Master Service Agreement will survive any termination or expiration of the Agreement.

6 CONFIDENTIALITY AND NON-SOLICITATION.

6.1 Treatment of Confidential Information. Subject to the provisions of the Agreement (including Article 4), during the Term and thereafter, neither Party will use the other Party’s Confidential Information for any purpose other than pursuant to the Agreement. The receiving Party will also keep Confidential Information in strict confidence and take steps to prevent disclosure, publication or dissemination of Confidential Information similar to those that the receiving Party takes to protect its own, confidential or proprietary information of a similar nature, which steps will not be less than a reasonable standard of care for such information. Each Party will cause each of its applicable employees to be advised on his or her obligation to comply with this Section 1 prior to being engaged to work.

6.2 Limitations to Confidential Information. Confidential Information does not include information that: (i) is or later becomes available to the public through no breach of the Agreement; (ii) is obtained by the receiving Party from a third party who properly obtained and disseminated such information; (iii) as of the date of disclosure, is by legitimate means already in the possession of the other Party; or (iv) is obtained by such Party by legitimate means independent of the disclosure of such information to such Party.

6.3 Exceptions to Non-Disclosure. Notwithstanding anything to the contrary in the Agreement, either Party may disclose information of the disclosing Party (a) on a need-to-know basis to the receiving Party’s legal and financial advisors, (b) to the extent reasonably necessary to file, prosecute or maintain intellectual property rights, or to file, prosecute or defend litigation related to intellectual property rights, in accordance with the Agreement; (c) to the extent reasonably necessary to enforce its rights under the Agreement; or (d) as required by applicable laws or governmental authorities; provided, that in the case of any disclosure under clause (d) of this Section 6.3, unless prohibited by applicable law, the receiving Party will give the disclosing Party prompt notice of such request to allow the disclosing Party to seek an appropriate protective order or other remedy.

7 REPRESENTATIONS AND WARRANTIES.

7.1 Representation by Both Parties. Each Party represents, warrants and covenants that its signatory has the right, power and authority to enter into and perform the Agreement on behalf of the Party.

7.2 Your Representations. You represent, warrant and covenant to the Company that (i) on the date You provide Company with Your Materials, when used for the purposes for which they are provided and in accordance with the terms and conditions of the Agreement, such use will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party.

7.3 Company Representation. Company represents, warrants and covenants that to the best of Company’s knowledge, interests assigned to You pursuant to Section 1, when used for the purposes for which they are provided and in accordance with the terms and conditions of the Agreement, will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party.

8 INDEMNIFICATION

8.1 Indemnification by You. You will indemnify and hold Company and its members, employees, officers, executives, agent and directors harmless against any loss, damages, action, suit, claim, demand, liability, expense, bodily injury, death or property damage (a “Loss”), that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss arises out of or relates to (i) Your negligent, reckless or wrongful use of any Service, Deliverable, work product, Company Background Materials or Third-Party Materials; (ii) Your breach of a third-party provider’s terms and condition (as set forth in Section 2.6); and (iii) Your breach of Article 7 (Representations).

8.2 Indemnification by Company. Company will hold You and Your members, employees, officers, executives, agent and directors harmless against any Loss, that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss arises out of or relates to a breach by Company of Article 7 (Representations).

8.3 Additional Provisions for Indemnification. The indemnified Party will provide the indemnifying Party with prompt written notice of any claim, demand or action for which the indemnified Party is seeking or may seek indemnification. The indemnifying Party will keep the indemnified Party fully informed concerning the status of any litigation, negotiations or settlements of any such claim, demand or action. The indemnified Party will be entitled, at its own expense, to participate in any such litigation, negotiations and settlements with counsel of its own choosing. The indemnifying Party will not settle any claim if such settlement arises from or is part of any criminal action or proceeding, or contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the indemnified Party without the prior written consent of such indemnified Party. The indemnifying Party will pay the indemnified Party’s fees, expenses or costs (including reasonable attorneys’ fees) if the indemnifying Party violates this Article 8 and the indemnified Party brings any action, suit or claim for the enforcement of this Article 8 and prevails.

9 WARRANTY AND LIMITATION OF LIABILITY.

9.1 Limited Warranty. Except as provided in this Article 9, all other warranties provided by Company for Services or Deliverables will be set forth in the applicable SOW. In the absence of any warranty language in the SOW, Company warrants that all Services and Deliverables performed pursuant to the Agreement will be performed in a workmanlike manner and in accordance with the general standards and practices of the business consulting industry in existence at the time the Services or Deliverables are being performed. The exclusive remedy for any breach of the foregoing warranty will be that Company, at its own expense, and in response to written notice of a warranty claim by You delivered within ninety (90) calendar days after performance of the Services or Deliverables at issue, will, at its sole discretion, either (i) re-perform the Services or Deliverables to conform to this standard; or (ii) refund to You amounts paid for non-conforming Services or Deliverables.

9.2 Disclaimer of Other Warranties. IF THERE IS NO WARRANTY SET FORTH IN THE SOW, TO THE FULLEST EXTENT UNDER APPLICABLE LAW, THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. COMPANY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

9.3 Limitation of Liability.

9.3.1                NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAWS, COMPANY WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY: (A) FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DELIVERABLES; (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES ASSOCIATED WITH BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; OR (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL; AND

9.3.2                TO THE FULLEST EXTENT ALLOWABLE UNDER LAW, EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, COMPANY’S AGGREGATE TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO COMPANY UNDER THE SOW AT ISSUE FOR ALL CLAIMS AND CAUSES OF ACTION OF EVERY KIND AND NATURE.

  1. GENERAL TERMS.

10.1 Notices. Notices under the Agreement must be in writing, specifically refer to the Agreement, and be sent by hand, electronic mail with the subject line “NOTICE PURSUANT TO MSA,” recognized overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to the following addresses or fax numbers of the Parties:

If to Company, to:

The Wursta Corporation

2614 South 5th Street

Allentown, PA 18103

Attn: Matt Wursta

Email: matt@wursta.com

If to You, to the notice address or email address specified in the applicable SOW.  Either Party may change its notice address or email address by giving notice to the other Party.

10.2 Construction.

10.2.1     The headings used in the Agreement are for convenience only are not part of the Agreement.

10.2.2     Unless the context of the Agreement clearly requires otherwise:

(a)        references to the plural include the singular, the singular the plural, and the part the whole;

(b)        “or” has the inclusive meaning identified with the phrase “and/or;” and

(c)        “includes” and “including” have the inclusive meaning identified with the phrases “including, but not limited to,” “including, without limitation,” “includes but is not limited to” and “includes without limitation;”

10.3 Relationship of Parties. Company is an independent contractor and not an employee, legal representative, joint venture, partner or otherwise an affiliate of

10.4 Non-Exclusivity. Except as expressly provided in any covenant not to compete, covenant not to disclose or confidentiality agreement between the Parties, Company may create services or deliverables of the same type or style as the Services or Deliverables prepared for You for third parties. Company will not incorporate Your Confidential Information into such services or deliverables, but it may use any information that is not specific or unique to You. Except when explicitly provided for in a SOW, nothing contained in the Agreement may be construed as a covenant not to compete.

10.5 Governing Law. The Agreement will, as to all matters, including matters of validity, construction, effect, performance and remedies, be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any of the conflicts of laws or choice of law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

10.6 Jurisdiction and Service of Process. Each Party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of and venue in the state and Federal courts located in Lehigh County with respect to any and all disputes (including those related to late, partial or non-payment) arising out of or relating to the Agreement; (ii) waives the right and agrees not to assert by way of motion (as a defense or otherwise in any action, suit or other legal proceeding brought in any such court) any claim that (x) it, he or she is not subject to the jurisdiction of such court, (y) such action, suit or proceeding is brought in an inconvenient forum or (z) the venue of such action, suit or proceeding is improper; and (iii) consents to the service of any process, pleadings, notices or other papers by certified mail (regardless of whether the other Party signs for such letter) or standard overnight carrier to the address provided in (or as updated pursuant to) Section 1.

10.7 Assignment; Binding Effect. The Agreement is not assignable by either Party except each Party may assign, delegate or transfer, by operation of law or otherwise, all of its rights under the Agreement to an affiliate or successor of interest or to any person or entity who purchases all or substantially all of the business or assets of which the Agreement relates. Subject to the foregoing, the entire Agreement will be binding and will inure to the benefit of each Party’s successors and permitted assigns. Any attempt to assign, delegate or transfer the Agreement in violation of this provision is void and without effect. For clarity, Company may hire contractors to perform under this Agreement.

10.8 No Third-Party Beneficiaries. The Agreement is solely for the benefit of the Parties and nothing contained here, express or implied, is intended to confer on any third party any rights, remedies, obligations, claims or causes of action under or by reason of the Agreement.

10.9 Injunctive Relief. Each Party agrees that either Party’s violation of Articles 4 or 6 may cause immediate and irreparable harm to the other Party for which monetary damages may not constitute an adequate remedy at law or be difficult to ascertain.  Therefore, each Party agrees that upon any such violation, breach or threatened breach of such Articles, the other Party will be entitled, in addition to any other remedies available, to a temporary restraining order, preliminary injunction or permanent injunction to restrain the violation, breach or threatened breach of any of the covenants or restrictions. The Parties further agree that no bond will be required in procuring any such restraining order or injunction.

10.10 Dispute Resolution. If a dispute arises under the Agreement, as soon as practicable (but in no event later than fourteen (14) calendar days after notice of such dispute), the Parties will meet in person, over the Internet or by phone and attempt to resolve the dispute in good faith and in a timely manner. If they are unable to resolve such dispute in a timely manner or forty-five (45) calendar days after notice of such dispute (whichever is earlier), the Parties may bring an action pursuant to the terms and conditions of the Agreement. Provided, however, (i) Company may unilaterally waive this provision and immediately bring an action in the event of a late, partial or non-payment by You and (ii) this Section 10 does not apply to injunctive relief under Section 10.9 which may be pursued immediately after a dispute has arisen.

10.11 Entire Agreement; Amendment. The Agreement sets forth the entire understanding of the Parties with respect to the transactions contemplated here. The Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the Parties, whether written or oral. The Agreement may be amended, modified or supplemented only in writing signed by the Parties.

10.12 Use of Company Software. If at any time You download, install, use or otherwise access Company applications or software pursuant to the Agreement, You agree to be bound by the terms and conditions of the Company’s Software as a Service (SaaS) Agreement, which can be found at wursta.com/saas/.

10.13 Severability. If any provision(s) of the Agreement is or becomes invalid by a court of competent jurisdiction or is deemed unenforceable under applicable law, it is the intention of the Parties that the remainder of the Agreement will not be affected. The Parties covenant and agree to renegotiate any affected provision in good faith to provide a reasonably acceptable alternative provision with the intent of preserving the basic purpose and economics of the Agreement.

10.14 No Waiver. No provision of the Agreement will be considered waived and no breach consented to by either Party unless such waiver or consent is in writing and signed by the Party against whom it is asserted. No consent to or waiver of a breach by either Party, whether express or implied, will constitute a consent to, waiver of or excuse for any other breach of the Agreement.

10.15 Agreement is Controlling. If there is any inconsistency or conflict between the provisions of this Master Service Agreement and the provisions of any SOW, Change Order, schedule or exhibit, the provisions of the SOW will control and govern, except to the extent such provisions are expressly superseded.

10.16 Counterparts. The Agreement may be executed in any number of counterparts, executed via electronic signature and exchanged via email or facsimile, including through reference in other documents (i.e., SOWs).

The Parties, intending to be legally bound, have caused this Master Service Agreement to be entered into by their duly authorized representatives.

 

Schedule A

Google Rider

(a) Company, You and Google are each independent contractors with respect to the resale of any Google products.

(b) You will be subject to the terms of Google’s standard Terms of Service (“Google TOS”) for any Google products.

(c) You permit Company to disclose Your contact details and information reasonably required to allow Google to provide technical support in connection with Your relevant support issue for use by Google in accordance with the Google TOS, including applicable confidentiality, data processing and security terms.

(d) You are responsible for providing the necessary notices to, and obtaining and maintaining any consents required from, Your end users to allow Company and Google to perform their respective contractual obligations as set forth in applicable agreements.

(e) Google’s Service Level Agreement (contained in the Google TOS) sets out Your sole and exclusive remedy for any failure by Google to meet the terms of the Service Level Agreement, and You must request any such remedies directly from Company.

(f) Google will only provide technical support directly to You as set out in the Google TOS.

 

Master Services Agreement Last Updated – 11/28/2018