viLogics Master Services Agreement

Service Provider Master Services Agreement (MSA)

This Service Provider Master Services Agreement (“MSA”) is between viLogics, Inc., its successors, and assigns, known as the (“Services Provider”), and the (“Customer”) that accepts and enters into this MSA as of [Effective Date] by and between Service Provider viLogics, Inc. This Agreement shall govern all Purchases, Statements of Work (SOWs), Executed Services Quotes, Purchase Orders (POs), and all other agreements between the Service Provider and Customer, collectively referred to as the "Services." Each agreement, SOW, PO, or project shall be subject to the terms and conditions of this MSA unless expressly agreed otherwise in writing by both parties.

This legal, enforceable MSA contract between the Customer and Service Provider is legally binding upon execution with signature or e-signature. The Customer expressly agrees they understand and agree to all the terms and conditions of this MSA. If Customer is entering this MSA on behalf of another entity or person, The Customer hereby represents to the Service Provider that the person signing this MSA has full authority to legally bind Customer and its affiliates to this MSA. If the Customer does not have such authority or does not agree to this MSA, the Customer should not to or subscribe to the Solutions. The Service Provider has full authority to amend this MSA at its sole discretion, in which case a new MSA will be issued for execution that will supersede all prior versions. Customers must execute this amended MSA within seven business days to continue using the Solutions or notify the service provider in writing that the customer choose to termination for cause exit all services and solution under (Section 6.C.v)

The capitalized words listed below have the meaning assigned for all terms defined throughout this MSA. The Service Provider or Customer will sometimes be described in this MSA as a “Party” and together, “Parties,” which the Parties agree as follows:

The parties agree as follows:

1.    Definitions.
A.    “Affiliate(s)” means any entity that directly or indirectly through intermediaries, controls, is controlled by, or is under common control with a Party; provided, however, that Customer’s Affiliates shall not include any entity that directly, or indirectly through intermediaries, competes with Service Provider. The platform granted to Customer herein includes the right to use the Solutions as stated in the applicable TSO Addendum for Customer’s Affiliates, provided that Customer agrees to remain fully responsible and liable under this MSA for Customer’s Affiliates’ use of the Solutions.
B.    “Service Provider” means viLogics, Inc., its Affiliates and its or their successors and assigns.
C.    “Site” means viLogics, Inc. website at www.vilogics.com or as defined in the relevant Solutions Addendum.
D.    “Solution(s)” means the products and services offered by the Service Provider. The customer understands and agrees that there are different levels of Solutions offered by Service Provider.
E.    “Solutions Addendum” means the addendum specific to the Solutions (which includes the level of Solutions agreed upon by the Customer) that Customer subscribes to under a Purchase Order, Agreement or Scope of Work where applicable, the U.S. Public Sector Addendum.
F.    “Subscription Term” means the service term of the Solutions as specified in a Quote or Purchase Order.
G.    “Restrictions” means the restrictions to Customer’s license to use Solutions as stated in the End User Restrictions section in the applicable Solutions Addendums.
H.    “Customer Data” means data ingested from Customer endpoints, or otherwise provided, by or on behalf of Customer to Service Provider via Customer’s use of the Solutions, excluding System Data. 
I.    “Documentation” means Service Provider’s then-current published documentation such as technical user guides, installation instructions, articles or similar documentation specifying the functionalities of the Solutions and made available by Service Provider to Customer as specified in the applicable Solutions Addendum.
J.    “Endpoint(s)” means physical or virtual computing devices and/or computing environments (such as containers) that can process data.
K.    “Enhancements” means any product changes, updates, patches, bug fixes, and versions to the Solutions made by Service Provider and provided to Customer.
L.    “Partner” means an authorized Service Provider partner, such as, without limitation, a reseller.
M.    “Personal Data” means any information relating to an identified or identifiable natural person.
N.    “Intellectual Property Rights” means any and all intellectual property rights, including but not limited to, all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
O.    “Purchase Order” means a document agreed to in writing and executed among Customer and a Partner that references a Quote covering Customer’s services or subscription to the specified Solutions or offering.
P.    “Quote” means the quote from the Service Provider for the Solutions, Service Provider Services, and/or other Service Provider Services.
Q.    “Evaluation” means for the limited purpose of accessing and installing the Solutions for internal evaluation by Customer who is considering purchase of Solutions but without any obligation to enter into any further MSA.
R.    “System Data” means information compiled by Service Provider in connection with Customer’s use of a Solution, including but not limited to, threat data, contextual data, detections, and indicators of compromise, that Service Provider may use for security, product, and operations management, and/or for research and development. For the avoidance of doubt, any improvements made to the Solutions will not incorporate Customer Personal Data or reference or mention Customer.
S.    “Third-Party Products” means third-party products, applications, services, software, networks, or other systems or information sources that link to the Solutions through Service Provider’s open APIs.
T.    “Third-Party Service” means a third party that manages the installation, onboarding, or operation of, or access to, the Solutions on Customer’s behalf.
U.    “U.S. Public Sector Addendum” means the Solutions Addendum that applies to U.S. Public Sector Customers (as defined in the U.S. Public Sector Addendum). The U.S. Public Sector Addendum.
2.    USE OF THE SOLUTIONS.
A.    License. The customer’s right to use Solutions is limited to the specific Solutions it subscribed to under a Purchase Order, Agreement or Quote and subject to the applicable license section of the applicable Solutions Addendum. Subject to the terms of this MSA, Customer hereby grants to Service Provider a non-exclusive, non-transferable, worldwide, royalty-free right during an active Subscription Term to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the applicable Solutions to Customer.
B.    Documentation. Customers shall use the Solutions in accordance with the then-current Documentation.
C.    Third-Party Products. If Customer decides to send any Customer Data to any third party or otherwise enable, access or use Third-Party Products, including Third-Party Products that integrate directly to Customer’s instance of the Solutions, Customer understands and agrees that Service Provider does not warrant, and this MSA does not cover, such Third-Party Products even if Service Provider resells them or designates them as certified, approved, or recommended, or if they are otherwise provided by a third party that is a member of a Service Provider partner program. Customer’s access to and use of such Third-Party Products is governed by the terms of such Third-Party Products, and Service Provider does not endorse, is not responsible or liable for, and makes no representations whatsoever as to any aspect of such Third-Party Products, including, without limitation, their content or the manner in which they handle data or any interaction between Customer and the provider of such Third-Party Products, or any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access, or use of any such Third-Party Products. Customers may be required to register for or log into such Third-Party Products on their respective websites. By enabling any Third-Party Products, Customer expressly permits Service Provider to disclose Customer’s login and Customer Data to such Third-Party Products as necessary to facilitate Customer’s enablement and use of such Third-Party Products.
D.    Third-Party Service. If Customer enters into an MSA with a third party for a Third- Party Service, then Customer may allow such Third-Party Service to use the Solutions provided that
(i) as between the Parties, Customer remains responsible for compliance with this MSA; (ii) such Third-Party Service only uses the Solutions for Customer’s purposes that do not violate the License Restrictions and not for the benefit any third party, and agrees to this MSA in providing services to Customer; and (iii) Customer remains liable to Service Provider for the Third-Party Service’s use of and access to the Solutions on Customer’s behalf.
3.    Services. The Service Provider agrees to provide the Customer the services described in all directly associated Quotes, service agreements, Scopes of Work/Project Scopes of Work (SOW/PSOW), Scope of Services (SOS). The Service Provider may, from time to time have to alter the Services provided to Customer under this MSA based on market changes or vendor modifications. In the event such a change materially decreases the Services, the Service Provider will provide written notice of such decreases in services to Customer, and Customer can terminate all agreements and MSA after a 90 day curing period if the amended services still fail to provide the same level of service unless the service provider has altered or lowered the price to customer to adjust for this amended lower level of services. Customer must submit in writing via certified letter within thirty (30) days of the end of the 90-day curing period. The Service Provider’s upon acknowledgement will start the 90-day offboarding project. Customer termination will take effect ninety (90) days following Customer’s written notification of termination (Ref. Section 6). The Service Provider may agree to provide Customer with other services not covered by this MSA at rates set forth in the applicable SOW/PSOW/SOS Fee Schedule. The Service Provider provides a range of different levels of Solutions. For the avoidance of doubt, Customer understands and agrees that it does not have any right to be provided services, products or Solutions except those Solutions expressly agreed upon by the Parties in the applicable Agreements, Quotes, SOW or Purchase Order.
4.    Agreement Terms. Standard MSA term applies to all scopes of services, scope of work, and project scope of work, is set at 36 months commencing on that effective date. After that, the Master Service MSA will automatically switch to a month-to-month term unless renewed, updated or terminated in accordance with the terms of this MSA. Customer or Service Provider will need to notify the parties of the termination requests within 30 days of MSA expiration date. Upon notification, the Service Provider will initiate the ninety (90) day offboarding process.
5.    Limitation of Liability for Termination Due to Non-Payment: In the event that the Service Provider has to suspend or terminate the services due to Customers non-payment, The Service Provider shall not be liable to the customer or any third party for any damages, losses, or claims, including but not limited to, lost profits, lost business, reputational harm, or other incidental, special, or consequential damages, whether foreseeable or unforeseeable, arising directly or indirectly from the suspension or termination of services.
A.    Right to Suspend or Terminate Services: The service provider reserves the right to suspend or terminate services if the customer fails to make timely payments.
B.    Waiver of Damages: Customer explicitly and fully hold harmless the service provider for any and all damages the customer might incur due to the suspension or termination of services resulting from non-payment.
C.    Exclusion of Remedies: Customer waives all rights to pursue any claims, lawsuits, or remedies related to damages from service interruption or termination due to unpaid invoices.
D.    Limitation on Claims: The service provider is not responsible for any claims or losses, including lost profits, business disruptions, or reputational damage, stemming from the cessation of services for non-payment.
E.    Notice of Termination or Suspension: The Service Provider will provide two emails based on late notice at 15 and 30 days past the due date, The final suspension and termination notice will be emailed and mailed via certified registered mail day 31 with stated suspension date.
F.    Availability of Funds: All payments for past due balances may only be paid by wire transfer to stop the suspension or termination action.
G.     Failure to Pay One-Time or One-Off Products and Services: If the customer fails to pay any invoice for any one-time or one-off products and services within the specified payment terms, the Service Provider reserves the right to suspend or withhold recurring monthly services until full payment is received. Such a suspension of services shall not relieve the Customer of their obligation to continue payment for the monthly recurring agreement during the period of suspension. Additionally, any late payments may be subject to interest or fees as outlined in this Agreement. This clause is explicitly covered under section (5) and enforced under section 6.B. Service Provider Termination for cause.
6.    Termination Clauses:
A.    Effect of Termination. Upon any termination or expiration of this MSA and/or Solutions Addendum: (i) all rights and licenses granted to Customer under this MSA and any applicable Solutions Addendum(s) will immediately terminate; (ii) all of the Service Provider’s obligations under this MSA and any applicable Solutions Addendum(s) (including, Service Provider’s performance of the TSO Platform) will immediately cease; (iii) there will be no refund for any pre-paid and unused fees as of the termination date and Customer will immediately pay Service Provider any fees due and payable under this MSA as of the termination date. Given the nature of the Services provided by the Service Provider, the Parties agree that the Service Provider will have a commercially reasonable amount of time but in no event less than 90 days to wind up all operations and Services provided to Customer.
B.    Service Providers Termination for Cause: The Service Provider reserves the right to terminate this Agreement, in whole or in part, with immediate effect upon written notice to the customer, under any of the following conditions: If the service provider Termination under (Section 6.B) the customer explicitly agrees that 100% of remaining monthly contract obligations is due plus all outstanding invoices for services and products received are due.
i.    Non-Payment: If the customer fails to make any required payment within the specified timeframe and does not remedy such failure(s) within thirty (30) days of receiving first late payment notice.
ii.    Breach of Agreement: If the Customer commits a material breach of this Agreement, and such breach is not cured within thirty business (30) days of receiving notice of the breach from the Service Provider.
iii.    Illegal or Unethical Use: If the Customer uses the Service Provider’s services, products, or infrastructure in a manner deemed illegal, unethical, or in violation of applicable laws, regulations.
iv.    Bankruptcy or Insolvency: If the Customer files for bankruptcy, becomes insolvent, or is unable to meet its financial obligations as they come due.
v.    If Customer gets suspended for non-payment twice in any given 12-month period the service provider reserves the all rights to terminate for cause under this (Section 6.B)  the MSA and all associated service agreements.
vi.    Failure to act in good faith (Section 16) constitutes a breach of contract, entitling the Service Provider to pursue termination for cause as provided herein or under applicable law.
vii.    Breach of Section Professional Conduct and Respectful Communication Section 18
viii.    Non-Disparagement and Social Media Conduct Section 17
C.    Customer Termination for Cause: Customer must submit a written notification of stated material breach or failure to perform within 15 days of said event to the Service Provider- The Service Provider will have 30 business days to cure any validated events before customer can terminate for cause.
i.    Material Breach: Commits a material breach of any term of this Agreement, and such breach is not cured within thirty business (30) days after the Service Provider receives written notice from the customer specifying the nature of the breach and requesting that it be remedied.
ii.    Failure to Perform: Repeatedly fails to perform its obligations under this Agreement to the level of service and quality required and does not remedy such performance issues within thirty business (30) days after receiving written notice from the customer.
iii.    Bankruptcy or Insolvency: Becomes insolvent, files for bankruptcy, or is otherwise unable to meet its financial obligations as they become due.
iv.    If the Service Provider fails to cure the breach within the 30-day business period, the Agreement shall then terminate at the end of such period. Upon termination, the Customer shall only be liable for payment of services rendered and products ordered up to the effective date of termination, with no further obligations.
v.    Customer may terminate for cause when customer refuses to execute a new amended MSA with service Provider (Ref Section 34.A)
D.    Customer Termination without Cause:
i.    Termination Fees. If customer terminates this MSA prior to the expiration of this MSA without cause, for any reason other than for items list under (Section 6.C) the Customer agrees to pay the Service Provider 100% of any outstanding invoices and all invoices for the remainder of the executed MSA/Subscription Term or remaining payments listed in the SOS/SOW/PSOW Fee Schedule, and any billable out of scope fees and costs that the Service Provider incurs, has incurred or will incur to cancel all subscription services used for Customer’s operations prematurely. The customer agrees and understands that terminating this MSA for no cause or perform base reasons will cause the customer to be100% liable for all remaining monthly payments and fees.
7.    End of Support / End of Life (EOS/EOL) Equipment and Software: The Service Provider will be explicitly held harmless with NO obligation to provide any support, maintenance, or warranty services for any equipment, hardware, or software that has reached its End of Support (EOS) or End of Life (EOL) status, as designated by the original manufacturer or software provider. The Customers fully acknowledge and agrees that any attempts to use such EOS/EOL equipment or software may not meet current security, functionality, or compatibility standards, and may introduce additional risks or limitations to system performance. The Service Provider shall have no liability or responsibility for any issues, damages or losses arising from the Customers continued use of EOS/EOL equipment or software.
8.    Payment Terms:
A.    Fees: The Service Provider will charge the Customer for all products and services set forth in the applicable Agreements, Quotes, Purchase Orders and SOW/PSOW/SOS based on stated contracted amounts of monthly recurring fees, invoices or labor rate schedules.
B.    Taxes: The customer shall be responsible for and shall pay all applicable taxes, levies, duties, or similar governmental charges, however designated, arising from or related to the provision of services and products under this Agreement. This includes, but is not limited to, sales, use, value-added, and excise taxes, except for taxes based solely on the Service Provider's net income. If the Service Provider is required to collect such taxes, they will be invoiced to and payable by the customer.
C.    Failure to Pay: Customer acknowledges that its failure to pay, in a timely manner as listed in Section (5.) any of the fees payable hereunder, or any portion thereof, will be a material breach of the MSA for which the Service Provider may, in addition to pursuing all other remedies, withhold Services and/or terminate this MSA.
D.    Recurring Payment Terms: All recurring fees for services shall be due 5 days of the invoice date and payable 30 days in advance of the service period. Payments must be received by the Service Provider no later than the first day of each month for services to be rendered during that month.
E.    Time and Material Fees Payment Terms: All fees incurred on a time and materials basis shall be due and payable within 15 days of the date of the invoice. Any outstanding balance not paid within this period may be subject to late fees or interest, as specified elsewhere in this Agreement, and may result in suspension of services until payment is received.
F.    Payment Method and Processing Fees: The Customer agrees to utilize the ACH (Automated Clearing House) or credit card autopay for all recurring payments under this Agreement. If the Customer opts out of ACH or credit card autopay, a billing processing fee of 3% will be added to each invoice total to cover additional administrative costs. This processing fee will also apply if a credit card or ACH payment is declined, requiring a secondary payment method or manual billing.
G.    NSF and Returned ACH Charges: If any ACH payment or check is returned due to non-sufficient funds (NSF) or for any other reason, the Customer shall be responsible for a returned payment fee of $75.00 per occurrence. The Service Provider reserves the right to require an alternative form of payment for any subsequent transactions after a returned payment and may suspend services until all outstanding amounts, including the NSF fee, are paid in full.
9.    Default Rate Card
A.    Applicability: When Services rendered fail to be covered under the mutually agreed-upon standard TSO, SOW, Quotes or Agreements the services provided will then default to the rates outlined in the Service Provider’s current Default Rate Card shall apply.
B.    Updates to the Rate Card: The Service Provider reserves the right to update the Default Rate Card annually or as needed. Any changes to the rates will be communicated to the Client at least sixty (60) days in advance.
C.    Access to the Rate Card: The Default Rate Card will be made available to the Client upon request and is considered an integral part of this Agreement.
D.    Billing and Payment Terms: All services provided under the Default Rate Card will be billed weekly in according to the terms specified in this Agreement. Payment is due within 15 days of receipt of invoice unless otherwise specified.
E.    Disputes: Any disputes regarding rates or charges based on the Default Rate Card must be raised in writing within 15 days of invoice receipt. Failure to dispute charges within this period will be deemed acceptable and non-disputed with no recourse of the invoiced rates.
10.    Audit Rights.
A.    Audit Scope: The Service Provider reserves the right to conduct audits of the Customer’s endpoints, systems, and devices covered under this Agreement to ensure accurate billing, verify service usage, and confirm compliance with the terms of this Agreement. Audits may include, but are not limited to:
i.    The number of devices, endpoints, or users actively utilizing the services.
ii.    Software installations, configurations, and licensing compliance related to services provided.
iii.    Validation of billing metrics (per-user or per-device fees).
B.    Frequency and Notice:
i.    The Service Provider may conduct audits no more than once per quarter, unless discrepancies are suspected.
ii.    The Service Provider shall provide the Customer with at least fifteen (15) days’ prior written notice of its intent to perform an audit.
C.    Audit Process:
i.    The audit shall be conducted during the Customer’s normal business hours and in a manner that minimizes disruption to the Customer’s operations.
ii.    The Customer shall grant the Service Provider reasonable access to relevant systems, records, and personnel required for the audit.
iii.    The Service Provider may use automated tools to collect data on endpoints and services, provided such tools are agreed upon by both parties and do not compromise the Customer’s security or confidentiality.
D.    Confidentiality:
i.    All data and information collected during the audit shall be treated as confidential and used solely for the purpose of verifying billing accuracy and compliance.
ii.    The Service Provider shall not disclose the audit findings to any third party, except as required by law or with the Customer’s prior written consent.
E.    Discrepancy Resolution:
i.    If the audit identifies underbilling due to discrepancies in endpoint counts or service usage, the Customer agrees to pay the additional amounts owed within thirty (30) days of receiving an updated invoice.
ii.    If overbilling is identified, the Service Provider shall issue a credit or refund for the overbilled amount within thirty (30) days of the audit findings.
F.    Non-Compliance:
i.    Failure by the Customer to cooperate with the audit or to rectify discrepancies identified during the audit shall constitute a material breach of this Agreement.
ii.    The Service Provider reserves the right to suspend services or adjust billing to reflect the actual usage if discrepancies are not resolved within thirty (30) days.
iii.    Audit Costs: Each party shall bear its own costs associated with the audit. However, if significant discrepancies exceeding 10% of the invoiced amount are identified, the Customer shall reimburse the Service Provider for reasonable costs incurred in conducting the audit.
G.    Survival: The Service Provider’s right to audit shall survive the termination or expiration of this Agreement for a period of six (6) months to ensure proper reconciliation of final invoices.
11.    Retroactive Billing Rights.
A.    Right to Retroactively Bill: The Service Provider reserves the right to issue retroactive invoices to the Customer for any discrepancies, omissions, or additional charges discovered after the initial billing period. Such retroactive billing may occur under the following circumstances:
i.    Usage Discrepancies: If the actual usage of services, devices, endpoints, or users exceeds the amounts previously reported or invoiced.
ii.    Unbilled Services: All additional services, resources, or products that were provided under this MSA or under any associated agreements, Scopes of Work or quotes but not included in prior invoices.
iii.    Error Corrections: If administrative, clerical, or technical errors resulted in undercharges or omissions in prior invoices.
iv.    Scope Adjustments: If changes to the scope of work or additional service requests were fulfilled but not reflected in initial invoices.
B.    Audit-Driven Adjustments: Retroactive billing may also arise from findings during a routine or triggered audit conducted in accordance with the terms of this MSA Section 10. The Service Provider shall provide detailed documentation supporting any adjustments resulting from such audits.
C.    Billing Period: Retroactive adjustment period shall be limited to a period of twelve (12) months preceding the discovery of the discrepancy unless otherwise required by applicable law or mutually agreed in writing.
D.    Notification and Documentation:
i.    The Service Provider shall provide the Customer with a written notice and a detailed invoice outlining the basis for any retroactive charges, including relevant dates, calculations, and supporting data.
ii.    The notice shall be delivered promptly upon the identification of any discrepancies or omitted charges.
E.    Payment Terms:
i.    The Customer agrees to remit payment for any retroactive charges within thirty (30) days of the date of the retroactive invoice unless otherwise specified in this Agreement.
ii.    Failure to remit payment within this timeframe shall be treated as non-payment under the terms of this Agreement, and late fees, interest, or other penalties may apply as outlined herein.
F.    Customer Obligations: The Customer agrees to provide accurate and timely reporting of usage data, service requirements, and scope changes. The Customer’s failure to do so may result in retroactive billing to correct discrepancies or omissions.
G.    No Waiver of Rights: The Service Provider’s failure to identify or invoice for discrepancies or omitted charges during any billing cycle shall not constitute a waiver of its right to retroactively bill for such charges at a later date.
H.    Dispute Resolution:
i.    The Customer may dispute retroactive charges within fifteen (15) days of receipt of the invoice by providing written notice specifying the basis of the dispute.
ii.    The Service Provider will review the dispute in good faith and provide a written response within a reasonable time. Undisputed amounts shall remain due and payable within the original payment terms.
I.    Survival: This retroactive billing clause shall survive the termination or expiration of this Agreement for a period of six (6) months to allow for reconciliation of final invoices and usage data.
12.    Customer Responsibilities.
A.    Customer Authorized Contact: Customer will identify an individual to be the Service Provider’s primary Customer contact and another individual to be the secondary contact as noted in the SOS/SOW/PSOW. Customer represents that these people have authorization to make decisions on behalf of Customer and may be relied on by Service Provider when providing the Services.
B.    Provision of Materials and Services to Service Provider: Customers agree to timely furnish, at its own expense, all necessary personnel, hardware, software, related materials, and appropriate and safe workspaces. Customers will also provide the Service Provider with access to all pertinent information, passwords, and facilities as requested and required for services to be performed. Access may be denied for any reason at any time. However, if access to information, passwords, or facilities is denied, Customer understands that Service Provider may be unable to perform its duties adequately. If such a situation should exist, the Service Provider will not be responsible for failure to provide the Services.
C.    Customer Responsibility for Equipment: Customer shall provide a suitable working environment for any Equipment located at a Customer’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. Customer shall bear the risk of loss of any Equipment located at Customer’s facility.
D.    Customer Responsibility for Equipment or System Change: Customer acknowledges Service Provider may identify additional items to be purchased by Customer, and/or required changes to Customer’s system to meet the terms of this MSA. In connection therewith, Customer agrees to work in good faith with Service Provider to effectuate such purchases or changes. In the event that Service Provider is required to purchase any assets, including hardware and/or software, in connection with Services rendered, all such assets will remain sole property of Service Provider unless specifically stated otherwise in writing. The customer will be responsible for the quality, integrity, and workmanship of any purchased technology product or service and for ensuring that the materials provided to Service Provider do not infringe or violate the rights of any third party.
E.    Timeliness: Any timetable for Services depends upon the timely receipt of all necessary items and authorizations from the Customer. In the event of a delay in delivery of such items, any estimated completion date will be deferred for a period equal to the time lost because of the delay.
F.    Software Installation or Replication: If the Service Provider is required to install or replicate Customer software as part of the Services, Customer will independently verify that all such software is properly licensed. Customer’s act of providing any software to Service Provider will be deemed Customer’s affirmative acknowledgement to Service Provider that Customer has a valid license permitting Service Provider to perform the Services related thereto. In addition, Customer will retain the duty and obligation to monitor Customer’s equipment for the installation of unlicensed software unless Service Provider, in a written SOW/PSOW, expressly agrees to conduct such monitoring. Customer will bear sole responsibility for all damages and expenses it may incur (including reasonable attorney fees and disbursements) related to the provision of infringing materials or any Customer breach of this Section 7(F).
13.    Cyber Insurance Coverage: The Customer shall, at its own expense, maintain and keep in force during the term of this Agreement a cyber insurance policy with coverage appropriate to the nature of its business, including, but not limited to, coverage for data breaches, network security failures, business interruption due to cyber incidents, and third-party liability arising from cyber events.
A.    Minimum Coverage Limits: The cyber insurance policy shall have a minimum coverage limit of 500,000.00 USD per occurrence and 1,000,000.00 USD in the aggregate, or such other amounts as are reasonably required by the customer, in consultation with its insurance advisor.
B.    Data Breach Liability: The policy must cover the costs of responding to a data breach, including legal fees, notification costs, and credit monitoring services for affected individuals.
C.    Cybersecurity Liability: The policy must provide coverage for third-party claims resulting from security failures, including the costs associated with defending against such claims.
D.    Business Interruption: The policy must include coverage for loss of income or business interruption caused by a cyber event.
E.    Network Security: The policy must cover expenses related to repairing and restoring systems affected by cyber incidents, including costs related to the restoration of data and systems.
F.    Proof of Insurance: Upon request, the customer shall provide the Service Provider with a certificate of insurance and a copy of the relevant insurance policy endorsements to confirm that the required coverage is in place.
G.    Notification of Changes: Customer shall promptly notify the Service Provider of any material changes to or cancellation of the cyber insurance policy and shall ensure that any necessary amendments to the policy are made to maintain adequate coverage.
H.    Subcontractors: If Customer engages subcontractors or third parties that handle or have access to the Service Providers data or systems, such subcontractors or third parties must also maintain cyber insurance with coverage that is comparable to the requirements set forth in this Clause.
I.    No Limitation on Liability: The existence of cyber insurance shall not limit or reduce any liability that may arise under this Agreement. Customer acknowledges that cyber insurance coverage is intended solely to provide financial protection against certain risks and does not absolve it of all other obligations under this Agreement.
14.    Confidentiality.
A.    Obligations: The Receiving Party will maintain confidence, during the term of this MSA and for three (3) years following the expiration or earlier termination of this MSA, all Confidential Information will not use such Confidential Information except as expressly permitted in this MSA, provided that trade secrets shall be kept confidential unless and until they no longer qualify as trade secrets under applicable law. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no eventless than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this MSA, and the Receiving Party will only disclose Confidential Information to its directors, officers, employees, Affiliates, and/or contractors who have a need to know such Confidential Information in order to assist the Receiving Party in performing its duties under this MSA, and if such directors, officers, employees, Affiliates, and/or contractors have executed a non- disclosure MSA with the Receiving Party with terms no less restrictive than those contained in this MSA. However, each Party may disclose the terms and conditions of this MSA: (i) to legal counsel of such Party; (ii) to such Party’s accountants, banks, financing sources and their advisors; (iii) in connection with the enforcement of its rights under this MSA; or (iv) in connection with an actual or proposed merger, acquisition, or similar transactions.
B.    Exceptions: Confidential Information will not include information that: (i) is in or enters the public domain through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of such third party’s nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to disclose by law, or by a subpoena or order issued by a court of competent jurisdiction (each), an (“Court Order”), provided that the Receiving Party shall: (a) give the Disclosing Party written notice of the Court Order promptly after receiving it; and (b) cooperate fully with the Disclosing Party to provide the Disclosing Party with the opportunity to interpose any objections it may have to disclosure of the information required by the Court Order and to seek a protective order or other appropriate relief. In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in these Sections 14(A), 19(C), Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).
15.    Ownership and Reservation of Rights.
A.    Customer: As between the Parties, Customer reserves all rights, title, and interest in and to Customer Data and all Intellectual Property Rights embodied in Customer Data.
B.    Service Provider: As between the Parties, the Service Provider reserves all rights, title, and interest in and to the Solutions (and any and all modifications to or derivative works of the Solutions), Documentation, System Data, and any and all Intellectual Property Rights embodied in such.
16.    Good Faith and Fair Dealing. 
The Parties agrees to perform and fulfill all obligations, responsibilities, and commitments under this Agreement in good faith and with fair dealing at all times. This includes, but is not limited to:
A.    Honoring Terms and Conditions: Acting in full compliance with the terms, conditions, and spirit of this Agreement, and refraining from actions or omissions that would undermine the agreed-upon purpose or effectiveness of the contract.
B.    Cooperation: Engaging in open, honest, and transparent communication with the Service Provider, providing timely access to necessary information, and cooperating reasonably to facilitate the performance of obligations by both parties.
C.    Avoidance of Undue Harm: Refraining from taking any actions that intentionally harm or impair the Service Provider’s ability to deliver services, meet deadlines, or satisfy any obligations under the Agreement.
D.    Resolution of Disputes: Endeavoring to resolve any disputes, disagreements, or ambiguities arising under this Agreement in a timely and constructive manner, utilizing dispute resolution mechanisms outlined in this Agreement, if applicable.
E.    Compliance with Obligations: Ensuring timely payment of invoices, adherence to stated timelines, and provision of any required approvals, resources, or cooperation necessary for the Service Provider to fulfill its obligations.
F.    Integrity in Dealings: Maintaining integrity and professionalism in all interactions related to the Agreement and avoiding any deceptive, dishonest, or fraudulent practices.

The Customer acknowledges that the covenant of good faith and fair dealing is a fundamental principle underlying this Agreement and that failure would entitle the Service Provider to use Section 6.B Terminate for cause.
17.    Non-Disparagement and Social Media Conduct 
The Parties agrees to refrain from engaging in any form of public disparagement, including but not limited to posts, comments, reviews, or other communications on social media platforms, websites, forums, or other public channels that could harm the reputation, goodwill, or business interests of the Service Provider, its employees, contractors, or affiliates.
A.    Scope of Prohibited Conduct: The Customer shall not post or share false, misleading, or defamatory statements about the Service Provider, its services, employees, or affiliates on any platform, including but not limited to:
i.    Social media channels (e.g., Facebook, LinkedIn, Twitter, Instagram)
ii.    Online review sites (e.g., Google Reviews, Yelp)
iii.    Public forums or blogs
iv.    Any other medium intended for public communication.
B.    Resolution of Complaints: The Customer agrees to address any complaints, disputes, or concerns directly with the Service Provider through the communication channels outlined in this Agreement before making any public statements. The Service Provider will make reasonable efforts to resolve the issue promptly and in good faith.
C.    Damages for Non-Compliance: The Customer acknowledges that any breach of this clause may result in significant reputational and financial harm to the Service Provider. In the event of a breach, the Service Provider reserves the right to seek remedies, including but not limited to:
i.    Injunctive relief to remove the offending content.
ii.    Monetary damages for losses resulting from the disparaging statements.
iii.    Termination of this Agreement under Section 6.B
D.    Exclusion for Legal Protections: Nothing in this clause shall restrict the Customer from exercising any legally protected rights, including reporting unlawful conduct to regulatory authorities or expressing opinions protected under applicable laws, provided such communication is made in good faith.
E.    Confidentiality and Mutual Respect: The Customer agrees to maintain confidentiality regarding any unresolved disputes and to engage with the Service Provider in a constructive and professional manner to preserve the business relationship and mutual respect.
18.    Professional Conduct and Respectful Communication 
The Parties agrees to maintain professional and respectful communication with the Service Provider, including its employees, representatives, subcontractors, and agents, at all times during the term of this Agreement. This includes, but is not limited to:
A.    Prohibition of Verbal Abuse: The Customer shall not engage in any form of verbal abuse, including but not limited to shouting, derogatory remarks, offensive language, threats, or any behavior that creates hostile or toxic interaction.
B.    Respectful Behavior: The Customer shall treat the Service Provider’s personnel with dignity, respect, and courtesy, avoiding any actions or communications that could be construed as harassment, intimidation, or unprofessionalism.
C.    Notification of Concerns: Any concerns, complaints, or disputes regarding the services provided must be communicated constructively and in accordance with the procedures outlined in this Agreement, such as written notice or formal escalation processes.
D.    No Retaliation: The Service Provider retains the right to protect its employees and representatives from retaliatory legal actions resulting from raising concerns about or addressing unprofessional conduct by the Customer.
E.    Mutual Accountability: Both parties agree to conduct themselves in a professional manner, fostering a collaborative environment to ensure the successful completion of obligations under this MSA.
F.    Right to Suspend Support Services: The Service Provider reserves the right to suspend phone and email support services if the Customer or its representatives engage in abusive or unprofessional behavior that interferes with the Service Provider’s ability to perform its obligations under this Agreement. Such suspension of support services shall remain in force until viLogics determines the customer has reviewed and rectified the customers internal personal issues and policies. This suspension of phone and email support services does not relieve in any way the Customer of any of its other contract obligations or payments.
The Customer acknowledges that respectful communication and professional conduct are essential for a productive relationship, and any violation of this clause may constitute a material breach under Section 6.B. of this MSA, entitling the Service Provider to pursue remedies as allowed under the terms of this Agreement or applicable law.
19.    Proprietary Rights.
A.    Service Provider and Intellectual Property: The parties acknowledge and agree that Service Provider may use pre-existing proprietary computer software, techniques, or other intellectual property (Service Provider Intellectual Property). Service Provider may also create additional intellectual property based upon services rendered. Customer agrees that any and all proprietary rights to Service Provider Intellectual Property, as it exists or is modified in the course of providing Services, including patent, copyright, trademark, and trade secret rights are the sole and exclusive property of Service Provider.
B.    Customer Rights to Deliverables: Service Provider hereby grants to Customer a perpetual, worldwide, royalty-free, non-exclusive, non-transferable right and license to use, execute, reproduce, transmit, display, perform, and create derivative works from, make, have made, sell and import the deliverables provided hereunder including such Service Provider Intellectual Property solely as it may be incorporated therein, only for its own internal business purposes and to provide services to its customers consistent with the purposes of the Services.
C.    Customer Data Ownership and Responsibility: Customer 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 to Customer and provided or submitted by Customer to the Service Provider in the course of using the Services (collectively, “Customer Data”). Service Provider shall not be liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event that this MSA is terminated, the Service Provider shall make a secure Customer data file available at Customer’s written request and in a mutually agreed upon time frame.
D.    Restrictions: Customers will not copy, use, modify, or distribute any Service Provider Intellectual Property, except as expressly licensed in this MSA. viLogic’s Intellectual Property may not be removed from any deliverables, modified, distributed, reverse engineered, decomplicated, disassembled or otherwise translated by Customer. Any identification, including copyright and trademark notices, shall remain on all copied materials.
E.    Third Party Solutions: Customer understands and agrees that Service Provider is a supplier of products, services, and Solutions and that such products, services, and Solutions offered hereunder by Service Provider may be provided by third-party providers (“TPP”). Service Provider may, from time to time, be unable to satisfy its obligations to Customer because of a constraints or supplier-related issues of a TPP. Although Service Provider agrees to act in a commercially reasonable manner under the circumstances described in this section, Customer understands and agrees that it explicitly can’t pursue any action, remedy or right against Service Provider under this MSA arising from or relating to TPP issues. Customer further agrees that Service Provider shall not be held responsible for any data breaches that arise from or relate to a TPP or any of their products, services, or solutions.
20.    Indemnity.
A.    Customer Indemnity: Customer, at its sole expense, will indemnify and defend Service Provider and its directors, officers, employees and agents or other authorized representatives (“Service Provider Indemnitees”) from and against any damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, awards, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements), arising out of or related to any claim alleging: (i) Customer’s use of the Solutions in breach of this MSA; (ii) Customer’s unauthorized use of any third party intellectual property; (iii) breach or alleged breach of Customer’s obligations under Sections 2(C) (Third-Party Products), 2(D) (Third-Party Service), or the Restrictions; or (iv) Customer’s failure to maintain commercially reasonable technical and organizational measures to secure their login information to such account.
B.    Procedures: The Customer’s indemnification obligations under this Section 20 are conditioned upon the Customer: (i) giving prompt written notice of the claim to the Customer once the Customer becomes aware of the claim (provided that failure to provide prompt written notice to the Customer will not alleviate an Customer obligations under this Section 20 to the extent any associated delay does not materially prejudice or impair the defense of the related claims); (ii) and granting the Customer the option to take sole control of the defense (including granting the indemnifying Party the right to select and use counsel of its own choosing) and settlement of the claim (except that the Customer’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the Customer)
21.    Relationship of Parties; No Solicitation of Employees: Service Provider is an independent contractor. Neither party has the right or authority to assume or to create any obligation or responsibility on behalf of the other party. This MSA shall not be construed to create a joint venture or partnership between the parties. During the term of this MSA and for a period of one (1) year thereafter, each party shall not directly or indirectly induce any such employee, affiliate, or third-party vendor to terminate his or her employment with the other party.
22.    Services Warranty: Service Provider warrants that it will perform the Services in accordance with the specifications set forth in the SOW/PSOW/SOS. For any breach of the foregoing warranty, the Service Provider will exercise commercially reasonable efforts to re-perform any non-conforming services that were performed within the thirty (30) business day period immediately preceding the date of the Customer’s written notice to the Service Provider specifying, in complete detail, the non-conforming Services.
23.    Disclaimers.
A.    The express remedies set forth in Section 24 will constitute Customer’s exclusive remedies, and Service Provider’s sole obligation and liability, for any claim (a) that a Service or deliverable provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly.
B.    Service Provider shall not be responsible for impairments to the Services or Customer applications caused by acts within the control of Customer or its employees, agents, or vendors.
C.    EXCEPT FOR THE WARRANTIES MADE BY SERVICE PROVIDER IN SECTION 24, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CUSTOMER, THE SERVICES AND DELIVERABLES ARE PROVIDED STRICTLY “AS IS”. NEITHER SERVICE PROVIDER NOR CUSTOMER MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON- INFRINGEMENT.
D.    SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET CUSTOMER REQUIREMENTS NOT SET FORTH IN ANY ACCOMPANYING SOW/PSOW, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT THE CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES 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 CUSTOMER, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.
E.    Except as may be done in accordance with Section 23(C), no statement by any Service Provider employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or otherwise modify this MSA in any way whatsoever.
24.    REPRESENTATIONS, WARRANTIES AND REMEDIES.
A.    General Representations and Warranties. Each Party represents and warrants that: (i) it is validly existing and in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate or organizational power and authority to execute, deliver, and perform its obligations under this MSA; (iii) the person signing or reviewing this MSA on its behalf has been duly authorized and empowered to enter into this MSA; (iv) this MSA is valid, binding, and enforceable against it in accordance with its terms; (v) it shall deliver (as to Service Provider) and operate (as to Customer) the Solutions in material conformity with the Documentation and the terms herein; and (vi) it will perform its obligations under this MSA in accordance with applicable federal or state laws or regulations.
B.    Remedies. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information will result in irreparable injury to the Disclosing Party that would not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, to prove the inadequacy of its legal remedies, or to post any bond.
25.    Limitation of Liability.
A.    SUBJECT TO ANY SPECIFIC LIMITATIONS ON LIABILITY STATED IN THIS SECTION 25, IN NO EVENT WILL SERVICE PROVIDER’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS MSA EXCEED THE FEES PAID OR PAYABLE BY SERVICE PROVIDER TO CUSTOMER IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE TIME OF THE EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES OR GIVING RISE TO THE CLAIM.
B.    SERVICE PROVIDER’S TOTAL AGGREGATE LIABILITY FOR THE SERVICE PROVIDER’S BREACH OF SECTION 29 (PRIVACY AND SECURITY) OR OF ANY OTHER OBLIGATION RELATING TO CUSTOMER DATA SHALL NOT EXCEED AN AMOUNT AS REQUIRED BY LAWS.
C.    THE LIMITATIONS SET FORTH IN SECTIONS 25.A AND 25.B SHALL NOT APPLY TO: (i) ANY BREACHES OF THE RESTRICTIONS; (ii) ANY BREACHES OF SECTION 14 (CONFIDENTIALITY); OR (iii) TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 20.
D.    IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THIS MSA, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE LIMITATIONS SET FORTH IN THIS SECTION 23 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS MSA IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
26.    Essential Basis of Bargain: Customer acknowledges and agrees that the fees charged by the Service Provider in this MSA reflect the overall allocation of risk between the parties, including the limitation of liability and exclusive remedies described in this MSA. Such provisions form an essential basis of the bargain between the parties and a modification of such provisions would substantially affect the fees charged by the Service Provider hereunder. In consideration of such fees, Customer agrees to such allocation of risk and hereby waives any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk.
27.    Force Majeure: With the exception of Customer payment for services rendered, neither party shall be responsible for any failure to perform, nor delay caused where such failure or delay is due to circumstances reasonably beyond the Service Provider’s control. If and to the extent a Service Provider’s performance of any of its obligations under this Contract is prevented, hindered or delayed directly or indirectly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes or outbreak of communicable disease; pandemics; quarantines; national or regional emergencies or other causes of a similar nature beyond the reasonable control of such Service Provider (each, a “Force Majeure Event”), and such non-performance, hindrance or delay occurs notwithstanding the taking of reasonable precautions by the non-performing, hindered or delayed Service Provider, then the non-performing, hindered or delayed Service Provider will be excused for such nonperformance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Service Provider continues to use commercially reasonably efforts to promptly recommence performance, including through the use of alternate sources, workaround plans or other means.
28.    Confidentiality: “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to this MSA or the Disclosing Party that is marked as confidential or proprietary, or that the Receiving Party knows or reasonably should know is confidential information of the Disclosing Party given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party. Confidential Information includes, but is not limited to, this MSA, proprietary and/or non-public technical, business, commercial, financial and/or legal information, such as, without limitation, any and all Solutions information generally shared with Customer and as specifically related to Customer, Solutions information gained by Customer through use of the Solutions, business plans, product information, pricing, financial plans, know how, Customer information, strategies, and other similar information. The receiving party shall hold such information in confidence for seven (7) years after termination of this MSA, restrict disclosure of such information solely to its employees with a business need to know, and use the same degree of care as used for its own proprietary information to prevent the unauthorized disclosure, use or publication of such proprietary information.
29.    Privacy and Security.
A.    Processing and Security Obligation. In providing Customer the Solutions, Service Provider will (i) store, process and access Customer Data only to the extent reasonably necessary to provide Customer the Solutions and to create System Data to improve the Solutions; and (ii) implement and maintain commercially reasonable technical and organizational measures designed to protect the security, confidentiality and integrity of Customer Data hosted by Service Provider or Service Provider’s authorized third party Service Providers from unauthorized access, use, alteration or disclosure.
B.    Data Privacy. To the extent Customer Data includes Personal Data, Service Provider will process Personal Data in accordance with the DPA in compliance with applicable laws. The Parties agree that the terms of the Data Protection Addendum (“DPA”) found at https://Service Provider.com/data-protection-addendum shall apply to the Service Provider’s processing of such Personal Data.
30.    Independent Contractors: Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
31.    ITAR Compliance.
A.    Acknowledgment of ITAR Regulations: The parties acknowledge that certain technical data, products, services, or activities related to this Agreement may be subject to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130, administered by the U.S. Department of State, Directorate of Defense Trade Controls (DDTC).
B.    Customers’ Obligations:
1.    The Customer agrees to notify the Service Provider if any data, equipment, software, or services provided in connection with this Agreement are subject to ITAR restrictions.
2.    The Customer is solely responsible for ensuring that any transfer of ITAR-controlled items or technical data to the Service Provider complies with all applicable export control laws and regulations.
C.    Service Provider’s Obligations:
1.    The Service Provider will comply with ITAR restrictions as applicable, including obtaining proper authorization or licenses prior to any export, re-export, or transfer of ITAR-controlled data or products.
2.    The Service Provider agrees to protect ITAR-controlled technical data and prevent access by unauthorized persons, including foreign nationals without the proper authorization.
D.    Restricted Access and Handling:
1.    Both parties agree to restrict access to ITAR-controlled items or technical data only to authorized personnel with appropriate clearance or licensing.
2.    Unauthorized disclosure or transfer of ITAR-controlled information is prohibited and may result in penalties, including criminal or civil sanctions.
E.    Breach and Termination:
1.    Any failure by either party to comply with ITAR regulations shall constitute a material breach of this Agreement.
2.    In the event of a breach, the non-breaching party may terminate this Agreement immediately upon written notice without liability.
F.    Indemnification: The Customer agrees to indemnify and hold harmless the Service Provider from any fines, penalties, or liabilities arising from the Customer’s failure to comply with ITAR or other applicable export control laws.
G.    Survival: The obligations under this clause shall survive the termination or expiration of this Agreement.
32.    Export Compliance: The Solutions, Related Services and Products and all other components of the Solutions that the Service Provider may provide or make available to Customer for use by Customer’s users are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and trade and economic sanctions imposed by Office of Foreign Asset Control (“OFAC”). Customers agree not to violate such laws and regulations as they relate to Customer’s access to and use of the Solutions. Customer shall not access or use the Solutions if Customer is located in any jurisdiction in which the provision of the Solutions is prohibited under U.S. or other applicable laws or regulations, (each, a “Prohibited Jurisdiction”), and Customer agrees not to permit access to the Solutions to any government, entity, or individual located in any Prohibited Jurisdiction, or to any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by OFAC (“Prohibited Person”), or to any other person or entity in violation of any
U.S. or other applicable export laws, regulations, embargoes, prohibitions, or restrictions. Customer agrees to comply with all applicable laws regarding the export or re-export of technology from the U.S. and the country in which Customer and users are located. Customer represents and warrants that neither Customer nor any of Customer’s Affiliates is an entity that (i) is directly or indirectly owned or controlled by any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by OFAC, or (ii) is located in, or is directly or indirectly owned or controlled by any entity or individual located in, any Prohibited Jurisdiction.
33.    Severability: If any provision of this MSA is deemed invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this MSA will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this MSA is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this MSA so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
34.    General.
A.    Amendments. The Service Provider may amend this MSA from time to time in its sole discretion, in which case the new MSA will supersede prior versions all modification, addition, deletion, or waiver of any rights under this MSA will be binding to all Party unless objections made in a written by customer authorized representative. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy, and no waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. Customers must execute this amended MSA within seven business days to continue using the Solutions or notify the service provided in writing within 5 days that the customer choose to terminate with cause and exit all services and solution.
B.    Jurisdiction. This MSA shall be explicitly governed by the laws of the Commonwealth of Pennsylvania without regard to its choice of law provisions.
C.    Interpretation. Any provisions of this MSA held to be void, illegal, or unenforceable shall be restated to lawfully reflect the parties original intents to the fullest extent possible. All other provisions shall remain in full force and effect.
D.    No Third-Party Beneficiaries. This MSA is an MSA between Customer and Service Provider, and thus confers no rights upon any of the Parties’ employees, agents, contractors, or customers, or upon any other person or entity.
E.    Notices. Any notice required under this MSA shall be sent by secure email, registered mail, facsimile, overnight express mail, or personal delivery to the address of the party set forth at the beginning of this MSA. Notices sent by registered mail shall be deemed effective five (5) business days following mailing. Notices sent otherwise shall be deemed effective upon receipt. A party may change its address for notices upon thirty (30) days prior written notice.
F.    Limitation on Timely Claims. Any claim, action, or proceeding arising out of or relating to this MSA and any Agreements, Purchase Orders, Invoices, or Scope of works must be brought forward within twelve (12) months from the date the cause of action occurred. Both parties expressly agree to waive any claims not brought within this period, regardless of any statute of limitations to the contrary. This limitation does not apply to claims involving:
i.    Breach of confidentiality obligations.
ii.    Indemnification obligations as outlined in this Agreement.
iii.    Fraud, gross negligence, or willful misconduct.
G.    Assignments. Neither this MSA nor any rights or duty under this MSA may be transferred, assigned, or delegated by a Customer, by operation of law or otherwise, without the prior written consent of the other Party and such consent shall not be unreasonably delayed or withheld. Any attempted transfer, assignment, or delegation without such consent will be void and without effect. Notwithstanding the foregoing, The Service Provider may assign this MSA.
H.    Purchase Orders. Customer may, for purposes of administrative convenience, use Customer’s standard form of purchase order to order Services. Both Parties understand and agree that any terms or conditions on any such purchase order in any way different from or in addition to the terms and conditions set forth will have no effect whatsoever on this MSA and/or SOW/PSOW/SOS. The Service Provider hereby explicitly rejects all such terms and conditions.
I.    Customer’s Review of MSA. Customer acknowledges that it or its legal counsel has read and understands the terms of this MSA. The customer further acknowledges that by signing any Quotes, Proposals or Purchase Orders under this MSA, either electronically or in print, it hereby approves all of the MSA and its terms in its entirety.
J.    Customer agrees that Service Provider may reference and use Customer’s name and trademarks in Service Provider marketing and promotional materials, including, but not limited to, the Site, solely for the purpose of identifying Customer as Service Provider’s customer. Otherwise, neither Party may use the trade names, trademarks, service marks, or logos of the other Party without the express written consent of the other Party.
K.    Disputes: This MSA is governed by and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict-of-law principles. Any claim, suit, action, or proceeding arising out of or related to this MSA, any Quote, Proposal, or Purchase Order, or the Parties’ relationship shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of any arbitration hearing shall be Pittsburgh, Pennsylvania. If Service Provider is determined by the arbitrator(s) to be the substantially prevailing party, the arbitrator(s) shall award Service Provider all of its costs and fees. “Costs and fees” under this section shall mean all reasonable expenses of the arbitration, including the arbitrator's fees, administrative costs and reasonable attorneys’ fees.
L.    Reservation of Rights. Each Party reserves all rights not expressly granted in this MSA, and no licenses are granted by one Party to the other Party under this MSA, whether by implication, estoppel or otherwise, except as expressly set forth in this MSA.
M.    Entire Agreement. This MSA, together with all terms attached or referenced herein (all of which are incorporated herein by reference), set forth the entire MSA and understanding of the Parties relating to Customer’s subscription to the Solutions, and the Parties herein expressly agree that this MSA supersedes all prior or contemporaneous potentially or actually conflicting terms in MSAs, proposals, negotiations, conversations, discussions and/or understandings, whether written or oral, with respect to such subject matter and all past dealing or industry customs (including without limitation any nondisclosure MSA among the Parties relating to any prior use of the Solutions, any Quote or Purchase Order and/or another MSA among the Parties in connection with Customer’s consideration and/or evaluation of the Solutions), excluding only any written MSA executed by Service Provider, expressly referencing this MSA and only to the extent expressly superseding specific terms in this MSA. In the event of conflict, the terms in the applicable Solutions Addendum(s) shall supersede and take precedence over the terms in this MSA.