Terms and Conditions

The initial term of this agreement is for a period of 12 months commencing on the date the agreement is executed. Upon completion of the initial term, the agreement will automatically renew for one 12-month term unless written notice to cancel is provided at least 30 days in advance of the end of the term. ​After the initial 90 days of this agreement, both parties agree that 30 days written notice be provided by either party to terminate the agreement for any reason.

Payment of Fees

While this agreement is in effect, the fees associated with the agreement will be billed on the same day each month, for the month in advance. Payment for the initial month of services and the setup fees must be received prior to work commencing. In the event that your agreement begins in the middle of a month, the full setup fee and first month will be due immediately, and the prorated amount for the initial month will be billed on the first of the following month. All invoices are due upon receipt, and a late payment fee of 5% per month will be applied to all past-due balances. I understand that termination is based on a 30-day notice and I will be charged one last payment on the first of the month following my written termination.

A recurring payment method must be obtained and placed on file prior to work commencing and Client agrees that Contractor may auto-charge client's payment method on file for the amount written in this agreement. Payments may be made by either of the following payment methods:

Credit Card Note: a 4% fee will be added to all invoices to cover credit card processing fees

ACH Please contact billing@sympler.com with any questions.

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (the “Agreement”), made as of the date identified in the acceptance signature block below (the “Effective Date”), is entered into by Sympler, LLC, an Idaho limited liability Customer with a place of business at P.O. Box 191307 Boise, ID 83719 (herein “Sympler, LLC” or the “Service Provider”) and the customer name and address identified in the acceptance signature block below (the “Customer”).

WHEREAS, the Customer has requested the services of the Service Provider and the Service Provider has agreed to perform certain services for the Customer pursuant to the terms and conditions set forth in this Agreement;

WHEREFORE, in consideration of the mutual covenants and promises in the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

A. Services & Deliverables: The Service Provider agrees to perform certain services and deliver certain Deliverables as mutually agreed upon in writing from time to time, including as may be specified in a Project Scope proposed by Service Provider and accepted by Customer (each a “Statement of Work”) (collectively the “Services”). For purposes of this Agreement and any applicable Statement of Work, “Deliverables” shall mean the results, and proceeds of the Services developed and/or delivered by Service Provider as further described in the applicable Statement of Work.

B. Statement of Work & Conflicts: Each Statement of Work shall be executed by an authorized representative of each party, and shall be materially in the form of the first Statement of Work that has been accepted by Customer and is attached to this Agreement.
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​​Service Provider shall have no obligation to commence the Services until a fully executed Statement of Work has been received. Each Statement of Work, when executed by an authorized representative of both parties shall constitute a separate agreement and, except for provisions herein which are specifically excluded or modified in such Statement of Work, each such Statement of Work shall incorporate therein all of the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall govern unless the Statement of Work expressly references the specific provision of the Agreement that will be modified for purposes of that Statement of Work only.

C. Change Orders: If the Customer wishes to change the scope, timing or performance of the Services during the term of the Agreement or any applicable Statement of Work, the Customer shall submit details of the requested change to Service Provider in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of any necessary variations to the fees and other charges for the Services and the likely effect of the change on the Services. The change of Services shall become effective upon written agreement by the Parties.

D. Acceptance: Unless otherwise specified in the applicable Statement of Work, Customer will have five (5) business days, excluding Federal Holidays, from Service Provider’s performance of the Services and/or Customer’s receipt of the Deliverables to provide either (a) written approval and acceptance of such Services and/or Deliverables (which approval and acceptance shall not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the Services and/or Deliverables into compliance with the Statement of Work. Provided, however, that the parties expressly agree and acknowledge that the Services and/or Deliverables hereunder shall be deemed approved and accepted by the Customer if, Customer fails to provide the foregoing written notice within five (5) business days after Service Provider’s performance of the Services and/or Customer’s receipt of the Deliverables. If the Services or Deliverables do not comply with the specifications or requirements in the applicable Statement of Work, upon receipt of the foregoing written notice of reasonable modification guidelines from Customer, Service Provider shall correct and re-perform or re-deliver the Services and Deliverables within thirty (10) business days, or such other time period as may be agreed to by the parties based on the nature of the correction that needs to be made; if Service Provider fails or is unable to furnish Services and Deliverables that comply with the applicable Statement of Work within that period, Customer will be relieved of any payment obligations associated with the non-conforming portion of such Services and Deliverables and will be entitled to a refund of all fees and expenses already paid for same.

E. The parties further acknowledge that Customer’s written approval of any Deliverables (inclusive of any materials, plans or other work created or produced by Service Provider in the course of the provision of the Services) shall constitute Customer’s granting of authority for Service Provider to purchase, publish and/or make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which Service Provider considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work. Customer further acknowledges that (i) any delays resulting from the action or inaction of Customer in approval or acceptance of Services and/or Deliverables may result in an adjustment of fees to be charged under any applicable Statement of Work, subject to mutual agreement of the parties as to such adjusted fees; and (ii) Service Provider shall not be obliged to commit to any expenditure on behalf of the Customer without first receiving written confirmation of the Customer's instructions and approval, and Service Provider will not be responsible for the consequences of any delay on the part of the Customer in providing such written confirmation and approval.

2. Customer Obligations

A. Customer Representative: Customer shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Service Provider (the “Customer Representative”), which Customer Representative may be modified from time to time via written notice. The Customer Representative shall be responsible for coordination, review and approval of the Services as set forth in this Agreement and any applicable Statement of Work. The signature or e-mail approval of the Customer Representative shall be final and binding on Customer. If after the Customer Representative has approved a design, the Customer or any authorized person alters the scope of work or requires additional Services, the Customer shall pay all fees and expenses arising from such changes and additional Services.

B. Provision of Customer Data: In connection with this Agreement, Customer shall provide all Customer Data reasonably requested by Service Provider for performance of any Services. Unless otherwise agreed-upon by the parties in writing, (i) all copy provided by the Customer shall be in electronic format suitable for typesetting, and (ii) where photographs, illustrations or other visual materials are provided by the Customer, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration; Customer hereby agrees and acknowledges that Customer shall pay all fees and expenses required to bring nonconforming materials up to such standards. Customer represents and warrants that it owns, has licensed, or has the right to provide the Customer Data to Service Provider, and further represents and warrants that the Services may be performed and all Customer Data provided to Service Provider may be exploited pursuant to this Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties. As used in this Agreement, “Customer Data” shall mean all data in any form, whether or not Customer’s Confidential Information, disclosed or otherwise made available to Service Provider, directly or indirectly, by or on behalf of Customer in connection with Service Provider’s performance of Services under this Agreement.

3. Term and Termination

A. Term: This Agreement shall commence on the Effective Date and shall continue for a term of one (1) year unless earlier terminated in accordance with the provisions of this Section. This Agreement will renew automatically for additional one (1) year periods unless earlier terminated by either party in accordance with the provisions of this Section.

B. Termination for Cause: Either party may, upon any material breach by the other party of its obligations under this Agreement or any applicable Statement of Work, terminate this Agreement or such applicable Statement of Work, without prejudice to any right or remedy it may have with respect to such breach; provided, however, that (i) for any material breach by Customer of its payment obligations under this Agreement, Customer shall be given ten (10) business days prior written notice and the opportunity to cure the breach during such notice period; and (ii) for any other material breaches that are capable of being cured, the breaching Party shall be given not less than thirty (30) days prior written notice of default and the opportunity to cure the default during such notice period.

C. Effect of Termination: Upon termination of this Agreement, (i) Service Provider shall invoice Customer, and Customer will pay Service Provider, for any Services and Deliverables provided, as well as all expenses and third-party costs reasonably incurred, prior to the effective date of such termination; and (ii) Service Provider shall promptly deliver to Customer all Deliverables (including but not limited to all documents, work product and other materials that are prepared by or on behalf of Service Provider in the course of performing the Services) for which the Customer has paid.

D. Survival: The obligations of the parties under this Agreement or any applicable Statement of Work, which by their nature will continue beyond termination or expiration thereof, shall survive indefinitely the termination or expiration of this Agreement.

4. Compensation

A. Services and Expenses. Customer shall pay to the Service Provider the fees listed on the applicable Statement of Work. Service Provider shall provide the Customer with invoices in accordance with the schedule set by each applicable Statement of Work. Such invoices shall be paid immediately upon issuance, and in all events within five (5) business days of receipt by the Customer, except as otherwise provided in an applicable Statement of Work.

B. Method of Payment. Customer agrees to establish a recurring payment method for payment of invoices upon execution of this Agreement (and in all events prior to five business days after the Effective Date), and Customer further agrees and acknowledges that no Services under any applicable Statement of Work shall be commenced until the recurring payment method is established. The recurring payment method shall be established via either: (i) credit card payment, in which event Customer agrees that Service Provider may auto-charge such credit card for payment of invoices, plus an additional amount of three percent (3%) to cover credit card processing fees; or (ii) ACH payment, in which event Customer agrees to connect its online bank account via bank connection technology upon written request of Service Provider. The parties further agree and acknowledge that (a) Customer expressly authorizes Service Provider, or any of its authorized affiliates, to electronically debit such credit card or designated bank account via ACH for amounts due under this Agreement; and (b) Customer’s authorization for credit card or ACH payments shall remain in force until Customer revokes authorization by written notice; (c) Customer is solely responsible for ensuring its payment history reconciles with the records for its bank account, and Customer shall further be obligated to submit written notice to Service Provider of any errors in the transaction history (each, an “Error”) within thirty (30) days of when the Error was viewable in the payment transaction history, and in the event such written notice is not timely submitted, Customer shall forfeit the right to contest the Error except where such forfeiture is prohibited by applicable law.

C. Non-Payment. In the event of non-payment by Customer, (i) Service Provider may, at its sole discretion, suspend performance of Services and withhold delivery of Deliverables until payment in full of all amounts due, and in such event Service Provider shall not be liable for any damages, losses or liabilities that may arise out of such suspension of Services and/or withholding of Deliverables on account of Customer’s non-payment; and (ii) Customer agrees to pay Service Provider all fees and costs to collect amounts due under this Agreement, including court costs, attorney fees, and interest for late payments at five percent (5%) per month, or the maximal amount allowed by applicable law, whichever is lower.

5. Confidential Information

A. As used in this Agreement, “Confidential Information” shall mean all confidential, proprietary or secret information, including without limitation components, parts, drawings, data sketches, plans, programs, specifications, techniques, processes, algorithms, inventions and other information or material, owned, possessed or used by either Service Provider or Customer which is by its nature is identifiable as being confidential or apparent to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, and/or at any time so designated by such party in writing as “Confidential” or “Proprietary.” Provided, however, that Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of the receiving party, (ii) is disclosed to third parties by the disclosing party without restriction on such third parties, (iii) is in the receiving party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (v) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information or (vi) is released from confidential treatment by written consent of the disclosing party.

B. Each of Customer and Service Provider shall hold in confidence and not disclose (except on a confidential basis to its employees, agents, consultants or subcontractors who need to know in connection with the project to which this Agreement relates and who are bound to preserve the confidentiality thereof) all Confidential Information received from the other party in the same manner and to the same extent as it holds in confidence its own Confidential Information of a similar nature and value, and shall not use any such Confidential Information except for purposes contemplated by this Agreement.

C. Notwithstanding the foregoing, Confidential Information may be disclosed by the receiving party in order to comply with any court order, statute or governmental directive; provided that in the event that such court order, statute or governmental directive requires disclosure of Confidential Information, the receiving party shall provide prompt notice to the disclosing party (except where restricted by applicable law) before such Confidential Information is disclosed and cooperate if the disclosing party seeks protective order or other appropriate remedy to restrict the disclosure of such Confidential Information, and if no such protective order or other remedy is obtained, the receiving party will furnish only that portion of the Confidential Information which it is advised by its counsel it is legally required to furnish.

6. Intellectual Property

A. Deliverables: Subject to the terms and conditions set forth herein, all Deliverables and all intellectual property rights in the Deliverables will be the sole and exclusive property of Customer and will be deemed to be a “work made for hire” (as defined in Section 101 of Title 17 of the United States Code). Accordingly, Customer will have the irrevocable, exclusive and perpetual right to make, sell, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, export, disclose and otherwise disseminate or transfer any and all rights in and to the Deliverables. If any Deliverable is (for any reason whatsoever) not a “work made for hire,” Service Provider hereby irrevocably and exclusively assigns, transfers and conveys to Customer all right, title and interest (including all patent, copyright, trademark, trade secret and any other intellectual property right therein) in and to the Deliverable (without regard to whether any particular Deliverable has been accepted by Customer).

B. Customer Data: Customer grants to Service Provider, during the term of this Agreement, a worldwide, royalty-free, nonexclusive license and rights to use any and all Customer Data internally for purposes of providing and/or improving the Services, conducting its operations in connection with this Agreement, and/or improving upon Service Provider’s business operations. This license includes the right to collect, process, store, generate, display, and to create or have created derivative works, improvements and enhancements. Except for the license and rights granted by Customer to Service Provider in this Section, Service Provider will not have any right, title or interest, direct or indirect, in or to Customer Data.

C. Service Provider IP: Customer acknowledges that all Service Provider Confidential Information, software, computer programs, applications, data sets, databases, methods, techniques, processes and other materials and ideas used by Service Provider in the performance of the Services under this Agreement (“Service Provider IP”), together with any improvements, alterations or enhancements to any of the foregoing, including as developed in the performance of the Services hereunder, are the exclusive property of Service Provider or its third-party licensors. Solely during the term of each applicable Statement of Work, Service Provider hereby grants Customer a nonexclusive, non-transferable, worldwide license to use the Service Provider IP solely as necessary to receive and use the Services and/or Deliverables in the form provided by Service Provider and as permitted by this Agreement and such Statement of Work. Except for the license and rights granted by Service Provider to Customer in this Section, Customer will not have any right, title or interest, direct or indirect, in or to Service Provider IP.

D. License to Use Feedback: Customer grants to Service Provider a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of Service Provider’s products or services.

E. Publicity: Customer hereby agrees and acknowledges that, unless otherwise agreed in writing by the parties, Service Provider shall have the right to (i) use and distribute any Deliverables that do not contain Customer Confidential Information for promotional purposes and/or as examples of work product within Service Provider’s portfolio, and (ii) identify Customer within its customer list, website or other marketing materials and use graphics of Customer’s logo for such marketing or promotional purposes.

7. Authorization to Contract with Suppliers

Unless otherwise stated in this Agreement or agreed by the parties in writing, Service Provider’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as Service Provider is able to negotiate with the relevant supplier. Customer hereby authorizes Service Provider to act as an authorized agent of Customer in entering into such contracts with suppliers in respect of the Services, which contracts shall be entered into between Customer and supplier(s) unless otherwise agreed in writing by Service Provider; in the event that Service Provider agrees in writing to act as a principal party to such contract(s), Customer expressly agrees that all rights and liabilities as between the Customer and Service Provider shall correspond to those between Service Provider and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation, such that Customer shall be fully liable for complying with the terms and obligations of such contract. Notwithstanding any of the above, unless the parties agree to different arrangements in writing, Service Provider shall negotiate with any talent or celebrities (if applicable) on behalf of the Customer, but the Customer shall contract with such suppliers directly in order to derive maximum benefit from the relationship.

8. Non-Solicitation of Employees; Non-Disparagement

A. During the term of this Agreement and for a period of six (6) months after the effective date of termination of this Agreement, each party shall refrain from direct or indirect solicitation or engagement of each other’s current or past (if within the past 6 months) employees or independent contractors as to which the other party has obtained Confidential Information and/or access to in connection with this Agreement.

B. Customer hereby agrees that it shall not disparage Service Provider and/or its respective officers, directors, employees, stockholders, agents, and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation.

9. Indemnification

C. Servicer Provider will defend, indemnify and hold harmless Customer, its affiliates and their respective officers, directors, employees, sublicensees, contractors, users and agents (together, the “Customer Indemnitees”) from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising out of or related to: (a) any actual or alleged breach of any representation, warranty or other provision of this Agreement by Service Provider; and (b) any actual or alleged infringement of any intellectual property rights by the Services, Deliverables, or any information or materials provided to Customer from Service Provider under this Agreement, or use of any of the foregoing (each a “Claim”); provided, however, that Service Provider shall not be obligated to defend, indemnify or hold harmless the Customer Indemnitees from Claims to the extent arising out of or related to Customer’s own indemnification obligations under this Section.

D. Customer will defend, indemnify and hold harmless Service Provider, its affiliates and their respective officers, directors, employees, sublicensees, contractors, users and agents (together, the “Service Provider Indemnitees”) from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising out of or related to: (a) any actual or alleged breach of any representation, warranty or other provision of this Agreement by Customer; and (b) any actual or alleged infringement of any intellectual property rights by any information or materials provided to Service Provider by Customer under this Agreement, or use of any of the foregoing (each a “Claim”); provided, however, that Customer shall not be obligated to defend, indemnify or hold harmless the Service Provider Indemnitees from Claims to the extent arising out of or related to Service Provider’s own indemnification obligations under this Section.

E. A party seeking indemnification shall give prompt written notice of a Claim; provided that failure to give or delay in giving such notice will not relieve the indemnifying party of any liability it may have to the indemnified party except to the extent that indemnifying party demonstrates that the defense of the Claim is materially prejudiced thereby. The indemnified party shall have the right (but no obligation) to participate in the defense of such Claim at its expense. In no event will the indemnifying party settle or cease to defend any Claim that affects the rights of any indemnified party without such indemnified party’s prior written consent, not to be unreasonably delayed.

10. Limitation of Liability

A. In no case shall either party’s maximum liability arising out of this agreement, whether based upon warranty, contract, negligence, tort, strict liability or otherwise, exceed in the aggregate the actual payments paid and/or to be paid to service provider under the statement of work to which the claim relates. In no event shall either party be liable for indirect, special, incidental or consequential damages, including, but not limited to, loss of profits, loss of revenues, loss of opportunities, loss of data, or loss of use damages, arising out of this agreement or any statement of work, even if the party has been advised of the possibility of such damages.

B. Notwithstanding the foregoing limitation of liability provision, each party shall be liable for unlimited direct, indirect, incidental or consequential damages to the extent: (i) arising out a breach of the intellectual property or confidentiality obligations set forth in this Agreement, (ii) arising out of the party’s obligations to indemnify for third party claims, or (iii) resulting from the Party’s gross negligence or willful misconduct.

11. Representations and Warranties

A. Authority. Each party represents and warrants to the other party that: (a) it is a business entity duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has all requisite power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement has been duly authorized by it; (d) this Agreement constitutes the legal, valid, and binding Agreement of it and is enforceable against it in accordance with its terms; and (e) it is under no obligation or restriction that would in any way interfere or conflict with this Agreement.

B. Non-Infringement. Each party represents and warrants that none of the information or materials provided to or for use by the other party infringe or will infringe any intellectual property rights of any third-party, and that as of the date hereof, it has no knowledge of any pending or threatened claims, litigation or other proceedings based on an alleged violation of such intellectual property rights.

C. Compliance with the Law. The parties agree to comply with all applicable Laws in connection with the performance of obligations and exercise of rights under this Agreement.

D. Disclaimers. Except as otherwise expressly set forth in this section, service provider makes no representation, warranty, guaranty, condition, undertaking, or term of any kind, whether express, implied, statutory, or otherwise in connection with any services, service provider ip, or any results therefrom. to the maximum extent permitted by applicable laws and except as expressly provided in this section, service provider hereby specifically disclaims, and customer specifically waives, any and all implied representations, warranties, guaranties, conditions, undertakings and terms whatsoever pertaining to any services, service provider ip, or any results therefrom, including with respect to merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose

12. Privacy Policy

Service Provider’s privacy policy is accessible online at https://sympler.com/privacy-policy/, which privacy policy may be updated from time to time (the “Privacy Policy”). Customer hereby acknowledges and agrees that it has reviewed and understands the Privacy Policy, and that such Privacy Policy shall control for purposes of this Agreement.

13. Independent Contractor Status

Each party hereto and such party’s officers, employees and agents shall perform all Services under this Agreement as an independent contractor of each other. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon (a) personal delivery, (b) receipt from any reputable express courier, or (c) receipt from certified mail, return receipt requested. Such notices shall only be deemed effective if sent to the address for Service Provider set forth at the start of this Agreement and the address for Customer set forth in the signature block of this Agreement (which addresses may be updated from time to time via written notice).

15. Governing Law, Venue & Remedies

A. Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, shall be settled by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules and shall take place in Boise, Idaho. The arbitrator shall follow the applicable substantive law to the extent the same applies to the Agreement.

B. The parties agree that it would be difficult to measure and calculate damages from any breach of the covenants set forth in Section 5 (Confidentiality), Section 6 (Intellectual Property) or Section 8 (Non-Solicitation of Employees; Non-Disparagement) of this Agreement, and that any such breach may cause irreparable harm. Accordingly, the parties hereto agrees that in the event of any such breach, each party hereto will have, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement.

C. eIn connection with any dispute arising under or in connection with this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its court costs and documented reasonable attorneys’ fees and disbursements incurred in connection therewith, and in any appeal or enforcement proceeding thereafter, in addition to all other reasonably incurred, recoverable costs.

16. Entire Agreement; Amendments; No Waiver

A. This Agreement may be amended or modified only by a written instrument executed by both the Customer and the Service Provider.

B. No delay or omission by either party hereto in exercising any right under this Agreement shall operate as a waiver of that or any other right, unless such waiver is in writing signed by an authorized representative of the waiving party. Any written waiver given by either party hereto on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

17. Interpretation

The captions used in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section hereof.

18. Severability

In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

19. Assignment

A. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be null and void. Notwithstanding anything to the contrary in this Agreement, Service Provider may assign this Agreement to: (i) any affiliate; or (ii) any entity in connection with a reorganization, merger, consolidation, acquisition, or other transaction involving all or substantially all of the voting securities or assets of Service Provider.

B. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective permitted successors and assigns.

20. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Customer’s obligations to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) denial of service attacks or acts/omissions of internet service providers; (b) acts of God; (c) flood, fire, earthquake or explosion; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (e) government order or law; (f) actions, embargoes or blockades in effect on or after the date of this Agreement; (g) action by any governmental authority; and (h) national or regional emergency. The Party suffering a Force Majeure Event shall give notice within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

21. Counterparts; Electronic Acceptance

This Agreement, including any Statement of Work, may be executed in counterparts via electronic means, including but not limited to electronic signature or other form of electronic acceptance (i.e. online ‘click-through’ method of acceptance), each of which will be deemed an original and together will constitute the same instrument.