This service agreement (“Agreement”) constitutes the legal terms and conditions between you or your employer or other entity on whose behalf you agree to these services (Customer) and ShadowRock Consulting LLC, a Texas limited liability company with main address at 3007 Mohican St. El Dorado Hills, CA 95762, United States of America (Service Provider), both individually referred to as a “Party”, and collectively referred herein as “Parties”.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING A STATEMENT OF WORK (“SOW”), OR (3) EXECUTING A NON-DISCLOSURE AGREEMENT (“NDA”) THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO GRANT ITS CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER. IF YOU ARE ACCEPTING THIS AGREEMENT AND DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE SERVICES.

1. DEFINITIONS.

• “Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 
• “Agreement”: means the terms and conditions stated herein applicable to each, executed between the Customer and the Service Provider.
• “Change Order”: means any document executed by the Parties including any changes to a SOW previously signed by the Customer and the Service Provider.
• “Customer”: means any individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into SOWs for Services.
• “Deliverable”: means any work performed by the Service Provider and delivered to the Customer in accordance with a SOW, Change Order or any amendments thereof. 
• “Services”: means the professional services offered by the Service Provider including any licensed product or service from Third-Party Providers (as defined below) acquired by the Service Provider to deliver the Services as specified in each SOW or Change Order requested by the Customer in exchange of the Fees settled in Section 5 to this Agreement. For purposes of this document, "Services" shall collectively mean any professional services or licensed services provided by the Service Provider under this Agreement and any applicable SOW or Change Order.
• “Service Provider”: means ShadowRock Consulting LLC, a limited liability company with main address at 3007 Mohican St. El Dorado Hills, CA 95762, United States of America.
• “Third-Party Provider”: means any provider other than ShadowRock Consulting LLC as previously identified, which Licensed Services (as defined below) are acquired by the Service Provider to deliver the Services subject to this Agreement. 
• “Statement of Work”/ “SOW”: means the document executed by the Parties containing the specifications of the Services to be performed by the Service Provider according to the request submitted by the Customer and signed in representation of acceptance by both Parties. 
• “Innovations”: means any work, method, idea, design, product, improvement, software or technology created or designed by the Service Provider to provide Services to the Customer.
• "Licensed Services”: means any service provided by any Third-Party Provider and used under license by the Service Provider to deliver the Services subject to this Agreement and included in the Customer billing charges on a monthly or annual basis. Additionally, any service where Customer is granted access, but is administered or maintained by Service Provider and such access is charged to the Customer. 

2. SERVICES

2.1. The Service Provider will provide the Customer with certain Services, as described in each SOW as attached to this document (SOW and/or “SOWs”), under the terms and conditions herein ( Services), which together with any amendments shall form one sole agreement. Each SOW agreed by the Parties, Change Orders, as any amendments thereto shall be understood as part of this Agreement.

2.2. The Service Provider will offer Services according to the following service plans or options (Service Plan):

2.3. The Customer shall have the option to choose any of the plans described above based on the description and timeline described in the relevant SOW.

2.4. Hours will not roll over to any subsequent SOWs. All pre-paid fees by the Customer shall be non-refundable and non-recoverable.

2.5. All hours must be approved by the Service Provider prior to delivery. 

2.6. Service Provider reserves the sole right to define, accept or reject items requested by the Customer.

2.7. Hours shall not roll over to any subsequent terms and will be considered delivered upon completion of the term as outlined in the Timeline Section of the applicable SOW.

2.8. The Parties agree that the following provisions shall apply to any timeline set forth in the applicable SOW:

2.8.1. Pre-Paid Term-length Services: Following the initial term, the engagement will automatically transition to a pre-paid model on auto-renewal according to the term outlined in the Fees Section of the applicable SOW. The Services will provide for a maximum quantity of hours per term as specified in the Fees Section of the applicable SOW.

2.8.2. Overages: Any overages beyond the pre-paid hours will be billed in arrears on the following term's invoice. These additional services must be requested and approved by the Customer in writing before they can be executed by the Service Provider.

2.8.3. Term Auto-Renewal: Unless otherwise specified in writing by the Customer, the applicable SOW will automatically renew on a basis according to the term specified in such SOW. The period of each subsequent term's service will begin on the day following the last day of the prior term’s service.

2.8.4. Payment Processing: On the first day of each term's service period, the Service Provider will process the pre-payment for that term's service using the payment information on file.

2.8.5. Overage Payment Processing: For any approved overages, the Service Provider will issue an invoice at the end of the respective term in which the overages occurred. This invoice will be paid via the payment method on file within the standard payment terms as outlined in the applicable SOW.

2.8.6. Termination Payment Processing: In the event of termination, any due amounts for services rendered up to the effective termination date, including any overages, will be billed and processed using the payment information on file.

2.8.7. Changes to Payment Information: It is the responsibility of the Customer to maintain accurate payment information on file with the Service Provider. Any changes to this information must be communicated in writing to the Provider promptly to avoid service disruptions. Non-payment will result in a stoppage of service by Service Provider.

2.9. By signing each SOW in connection with this Agreement, the Customer agrees that such SOW will be governed by the terms and conditions set out in the Agreement and subject to the Service Provider Terms of Use and Privacy Policy.

2.10. The Customer hereby agrees that the Service Provider may use Licensed Services to deliver the Services requested by the Customer and hereby acknowledges that additional fees for the use of such licenses may be included in the Service Fees referred to in section 5 to this Agreement.

2.11. In addition to the paragraph above, the Customer hereby agrees that any Licensed Service by Third-Party Providers will be governed solely by such Third-Party Provider Terms and Conditions and Privacy Policy in accordance with section 6 below. 

3. STATEMENTS OF WORK 

3.1. Customer shall order and Service Provider shall perform the Services, in accordance with the relevant SOW attached hereto. Each SOW shall be executed by any authorized representative of the Parties, and shall incorporate and be governed by this Agreement. In case of any conflict between this Agreement and any SOW signed between the Parties, this Agreement shall prevail.

3.2. The Parties may enter into new service negotiations by executing separate SOWs, each a new SOW to this Agreement. The terms and conditions of this Agreement shall further apply to each Service contained in any relevant SOW further executed by the Parties.

3.3. Each SOW may contain, but will not be limited to, the following: (a) Scope of Services; (b) Service Plan(c) Fees; (d) Timeline (if applicable); (e) Billing and payments; and (f) any other information or specifications agreed between the Parties.

4. CHANGES

4.1. The Customer may request changes to the Deliverables by submitting details of the requested change to the Service Provider in writing. Service Provider shall use commercially reasonable efforts within five (5) business days after receipt of Customer's written request to provide a written estimate to Customer of:

4.1.1. The estimated time required to implement the change;

4.1.2. Any necessary variations to the fees and other charges for the Services arising from the change;

4.1.3. The likely effect of the change on the l Services; and

4.1.4. Any other impact the change might have on the performance of this Agreement and the relevant SOW.

4.2. Promptly after receipt of such written estimate, the Parties shall negotiate and agree in writing on the terms of such change as an amendment to the relevant SOW or a new SOW.

5. SERVICE FEES 

5.1. In consideration for the Services to be provided under this Agreement, and the relevant SOW, the Customer agrees to pay the Service Provider the service fees (“Fees”) set forth in the relevant SOW, and in accordance with this Section 5 and based on the Service Plans referred in Section 2. 

5.2. The Customer will pay the relevant Fees as specified under each particular SOW based on the Service Plan referred in Section 2 above, as agreed with the Service Provider., as follows: (i) Fixed Fee; ii) Hourly Rate Plan, considering the time and materials spent to deliver the service plus expenses incurred by the Service Provider; iii) Monthly Retainer (Recurring Fee), including fixed monthly or annual fees for ongoing services, may these include Services from the Service Provider and/or Licensed Services by the Service Provider for the use of Third-Party Providers; (iv) Milestone-Based Fees, where the Customer will pay the relevant Fees upon the achievement or completion of a specific milestone as specified in the relevant SOW; and (v) Prepaid Retainer: In the event the Customer chooses a one-time set of hours to be used on demand.

5.3. In case of Services agreed under a Recurring Fee, the following shall apply:

5.3.1. The Fees shall be due and payable to the Service Provider, on the due date of each invoice starting from the date of execution of this Agreement, as set forth in the applicable SOW, and for as long as the Service Provider continues providing the Services to the Customer.

5.3.2. The Fees for all Recurring Fees that are defined as pre-paid retainers at the discretion of the Service Provider shall be paid in full for the quantity and fees specified in the Fees section of the relevant SOW for the the term specified in the SOW prior to the Service Provider delivering service. If Fees are not pre-paid in full prior to the commencement of the Services, Service Provider will not provide services to the Customer.

5.3.3. The Customer hereby acknowledges and accepts that in the event that Customer has made payments in advance for a certain amount of hours estimated for the Services ordered as specified in the relevant SOW, such Fees will not be reimbursed to the Customer even if the performance by the Service Provider has not reached such full amount of hours. 

5.3.4. Services shall be billed as set forth in the applicable SOW by the Service Provider issuing an invoice on the first day of each invoice period, including the description of the work delivered, as any travel expenses incurred by the Service Provider (if applicable). All invoices will be sent to the Customer's address set forth in the applicable SOW.

5.3.5. Services will remain active as long as there is an effective SOW between the Parties, in accordance with section 10 below.

5.3.6. The Parties agree that all payments to be made by the Customer pursuant to the applicable SOW and this Section 5, shall be made in United States of America Dollars (USD), and through the payment method agreed upon by the Parties, as set forth in the relevant SOW.

5.3.7. Customer expressly agrees that the Fees referred in this Section 5 will be non-refundable. Such Fees will include applicable taxes, as required by law. 

5.3.8. The Parties agree that any additional Service or Deliverables not included in the relevant SOW, will be charged to the Customer in accordance with the Fee set forth in the relevant SOW.

5.3.9. Service Provider reserves the right to change any applicable price upon 30 days' notice to Customer prior to the date of termination of an effective SOW, or before executing a new SOW.

5.3.10. If any invoiced amount is not received by the Service provider by the due date, then without limiting any available rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.3.11. Customer expressly agrees that failure to pay the Fees set forth in the relevant SOW may result in immediate suspension, deactivation or termination of Services, including the termination of this Agreement and effective SOWs.

5.3.12. Customer expressly accepts that the Service Provider may temporarily suspend the Services in case the Customer does not pay for the Fees applicable in accordance with this Agreement and the relevant SOW. For reactivation of the Service, the Customer must immediately pay the applicable Fees, and any outstanding balance.

6. LICENSED SERVICES

6.1. Customer hereby agrees that Services provided by the Service Provider to the Customer may include certain configuration or integration services enabling access and use of any service provided by Third-Party Providers as agreed between the Parties in the applicable SOW ( Licensed Services).

6.2. Customer hereby accepts and acknowledges that: (a) Customer's access to, or the use of any Licensed Service is at Customer's sole risk and responsibility; and (b) that no Third Party Services are governed by the terms and conditions under this Agreement, or any applicable SOW, nor by the Service Provider's Terms of Use and Privacy Policy.

6.3. Customer agrees and acknowledges that it is Customer's sole responsibility to comply with the Terms of Use, Privacy Policy and any other related agreements to Third-Party Providers and Customer hereby agrees that it has read, understood and accepted the Terms of Use, Privacy Policy and any other documents relating to Licensed Services referred to in this Section 6. If Customer does not agree or grant Customer’s consent to the Third-Party Terms of Use, Terms and Conditions or Privacy Policies, Customer must not accept this Agreement, nor execute any relevant SOW related to the Services.

6.4. Customer accepts and acknowledges that any Service provided by the Service Provider in connection with any Licensed Services described in the applicable SOW does not constitute Service Provider's endorsement of, or association with the owners of such Third Party Services, including any information, data or content available or published on any websites or platforms related to such Third Party Services. 

6.5. Service Provider expressly disclaims any and all liability arising in connection with Customer's use and operation of any Licensed Service, including the availability, adequacy and accuracy of such services. Therefore, the Customer agrees that in the event of any failure, malfunction, problem, downtime or similar issue with any Licensed Service, the Customer must contact the relevant third-party service provider directly. The Customer understands and agrees that the Service Provider will not be held liable for any issues, damages, or disputes arising from the use or performance of these licensed services or products. 

7. TRAVEL EXPENSES

7.1. The Parties agree that during the term of this Agreement and the applicable SOW, Customer shall reimburse Service Provider for lodging, travel time and ticket expenses, including any reasonable out-of-pocket expenses incurred by Service Provider for any travel by Service Provider to Customer's premises, in connection with the Services. Such expenses shall be included in the relevant service invoice, in accordance with Section 5 above. 

8. SERVICE PROVIDER OBLIGATIONS

8.1. Service Provider agrees to provide the Customer with the Services and Licensed Services as described in this Agreement and according to the specifications described in the relevant SOWs attached hereto.

8.2. Service Provider agrees that any Deliverable provided to the Customer under this Agreement and the relevant SOW, shall be deemed as “work-made-for-hire” specifically ordered by the Customer.

8.3. Service Provider shall perform the Services with promptness and diligence, and in all events by the times specified therefore in the applicable SOW. 

8.4. Service Provider agrees to clarify and provide any information and/or documentation requested by the Customer in connection with the Services and/or any Deliverable.

8.5. During the performance of this Agreement and the relevant SOW, the Service Provider shall comply with all applicable laws, regulations and rules.

8.6. The Service Provider shall provide system access to any Licensed Service required during the delivery of the Services to the Customer.

9. CUSTOMER OBLIGATIONS

9.1. Customer agrees to pay the Service Provider the applicable Fees set forth in the relevant SOW, including any travel expenses incurred by the Service Provider, in accordance with Sections 5 and 7 above.

9.2. Customer agrees to provide the Service Provider, within 5 continuous days of the date of execution of this Agreement, all information and documentation necessary for the performance of this Agreement and the relevant SOW, including any other material required by the Service Provider ("Customer Materials") and will cooperate to attend any calls and meetings through a direct point of contact. 

9.3. Customer agrees to: a) Attend and participate in any calls and meetings scheduled by the Service Provider, including any of its employees, managers, agent and/or representatives; b) Review the Services performed in a progress or on a regular basis and provide any comment or feedback to the Service Provider; c) Notify the Service Provider immediately of any changes required under the specifications stated in the relevant SOW(s).

9.4. Customer agrees to review each Deliverable delivered by the Service Provider in accordance with the terms and conditions agreed through the relevant SOW and this Agreement.

9.5. Customer agrees and acknowledges that in order to fulfill the purpose of this Agreement, including all SOWs, the Service Provider may use third party service providers and/or Licensed Services.

9.6. Customer shall inform Service Provider in writing of any changes for any SOW that may affect the scope or result of the Services.

9.7. Customer hereby grants to Service Provider a non-revocable, perpetual, worldwide, limited and non-exclusive license to use Customer's name, image, likeness, identity, branding, trademarks, and logos, exclusively for the purposes of advertising, marketing, and other purposes related or associated with the services provided under this Agreement.

10. TERM AND TERMINATION

10.1. This Agreement will become effective on the date of execution of the applicable SOW entered into between Customer and Service Provider and shall remain in effect as long as such SOW, or any SOW entered into thereafter, is in effect. 

10.2. The SOWs and this Agreement may be terminated by the Customer and in a reasonable manner, to which effect, the Customer must send a written notice to the Service Provider with at least 30 continuous days in advance from the date proposed by the Customer for the termination of this Agreement and the applicable SOW.

10.3. Service Provider reserves the right to terminate this Agreement and the applicable SOW, at any time, with or without reason or cause, upon thirty (30) days prior written notice to Customer, without any penalty, cost or charge to Service Provider. 

10.4. In the event that any of the Parties breaches any provision of any SOW and/or this Agreement (the Defaulting Party) and is unable to cure such breach within a term of 10-15 continuous days of receiving written notice of the breach from the other Party (the Non-Defaulting Party), the Non-Defaulting Party shall have the right, without liability, cost or penalty, to terminate the applicable SOW and this Agreement with immediate effect on written notice to the Defaulting Party. 

10.5. The right to terminate any SOW and this Agreement shall not prejudice any other right or remedy of either Party in respect to the breach of any obligation set forth under the applicable SOW and this Agreement.

10.6. Both Parties expressly agree that the applicable SOW and this Agreement may be terminated immediately by the Service Provider, if the Customer fails to timely pay the Fees set forth in the relevant SOW in accordance with the Section 5 above.

10.7. The SOWs and this Agreement may be immediately and reasonably terminated, if any Party is subject to judicial or extrajudicial collection procedures, bankruptcy, liquidation, or similar, that, due to its nature, may make any SOW and this Agreement infeasible.

10.8. Both Parties agree that upon the termination of this Agreement and/or the relevant SOW, the following shall apply:

10.8.1. Any sum owed by the Customer under the provisions of this Agreement and the applicable SOW shall become immediately due and payable to the Service Provider within a period no later than 5 business days from the date of the termination notice delivered to the Customer with acknowledgement of receipt.

10.8.2. Each Party shall immediately cease to use, either directly or indirectly, any Confidential Information and shall return to the other Party within 5 business days from the date of the termination notice, any documents in its possession or control which contain or record any Confidential Information.

10.8.3. Service Provider shall deliver to the Customer, within 5 business days from the date of the termination notice, all works-in-progress or completed at expiration or termination date, including any Customer Material

10.8.4. All Sections and Clauses to this Agreement which by their nature should survive termination or expiration of this Agreement and the relevant SOW, including but not limited to this Clause 10.8 and Sections 11, 12, 14, 15, 18, 21, 23, 24, 26, 27 and 28 of this document, shall survive and continue in effect following termination or expiration of this Agreement and/or the relevant SOW, at any time for any reason or no reason.

10.9. The expiration or termination of this Agreement and/or the applicable SOW shall not relieve the Parties of any obligations due at the time of such expiration or termination, nor shall such expiration or termination prejudice any claim of either Party accrued on account of any default or breach by the other. 

10.10. Licensed Services shall remain in effect until the completion of the agreed-upon term, per the specific SOW executed by the Parties. Any remaining Fees paid in advance by the Customer prior to the completion of such term shall not be refunded or pro-rated. Customer's commitment to acquisition of Licensed Service or Software shall not be absolved, nor terminated due to termination of the SOW or this Agreement and shall survive the termination of the relevant SOW or this Agreement, unless early termination notice is given 60 days prior to the relevant renewal term.

11. OWNERSHIP

11.1. Each and every intellectual property right and copyright held by the Service Provider in relation to the Services, including its business name, logo, trademark, trade name, business secrets, and know-how, as well as any invention, idea, design, license of use, discoveries, patents, sources code, software, hardware, domain name, technology and any other tangible or intangible asset owned by the Service Provider, that currently exist and/or that have existed in the past and/or that may exist in the future with respect to the Service Provider and the Services, including any right related to and/or derived therefrom ("Service ProviderIntellectual Property"), except for the Deliverables described in Clause 11.2 below, are the exclusive property of, and belong solely to the Service Provider. Likewise, the Customer accepts that all moral and patrimonial rights to the Intellectual Property as described in this Clause 11.1 belong solely and exclusively to the Service Provider.

11.2. Notwithstanding Clause 11.1 above, the Service Provider expressly agrees that each and every one of the copyrights and intellectual property rights, corresponding to any deliverable and/or any other result of the Services (Deliverables), including the Customer Materials and all the Confidential Information received from the Customer during the provision of the l Services, are of the exclusive property and belong only to the Customer (Customer Intellectual Property) Service Provider holds the right to any pre-existing internal software and/or codes, inventions, products, software developed and licensed as a service, as described in the relevant SOW(s) and/or negotiated with the Client; materials used for purposes of developing the Deliverables and providing the Services.

11.3. Customer agrees that the Service Provider owns and retains all ownership rights of any work, method, idea, design, product, improvement, software or technology created or designed by the Service Provider to provide Services to the Customer.

11.4. Both Parties agree that all intellectual property rights and any other right owned or controlled by each Party at the commencement of this Agreement shall remain under the ownership or control of the relevant Party throughout the term of this Agreement, including any SOW, and thereafter.

12. CONFIDENTIALITY

12.1. The Parties acknowledge that they have received and will continue to receive Confidential Information from the other Party during the performance of this Agreement, and each SOW, and that such Confidential Information is subject to the confidentiality duties and the terms and conditions set forth in the Mutual Non-Disclosure Agreement signed by the Parties for the purpose of entering into this Agreement and relevant SOW(s).

13. WARRANTIES

13.1. Customer warrants to the Service Provider that: 

13.1.1. Customer has the legal right and authority to enter into this Agreement, and each SOW attached thereto, and to perform its obligations hereunder.

13.1.2. All legal and/or corporate actions necessary to enter into this Agreement, including the relevant SOW, and to be legally bound by its terms and conditions have been taken.

13.1.3. Customer is the sole legal and beneficial owner of the Customer Materials, including any rights related to and arising therefrom.

13.1.4. Neither the execution of this Agreement, the relevant SOW, nor the compliance with the obligations hereunder, will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, bylaws and/or instrument to which the Customer or any of its employees, managers, contractors, representatives, agents and/or partners be a party, or which is or purports to be binding upon any of the foregoing persons.

13.1.5. Customer will comply with all applicable legal, regulatory and statutory requirements applying to the exercise of the Customer's rights and the fulfillment of the Customer's obligations under this Agreement and each SOW.

13.2. Service Provider warrants to the Customer that:

13.2.1. Service Provider has the legal right and authority to enter into this Agreement and all its SOW and to perform its obligations hereunder.

13.2.2. The Services provided by the Service Provider in accordance with the terms and conditions of this Agreement and the relevant SOW, and will not breach any applicable law and/or regulation.

13.2.3. Service Provider has the experience and expertise to perform the Services and other obligations under this Agreement and the relevant SOW.

13.2.4. Service Provider will perform its obligations under this Agreement and all its SOWs in a professional and workmanlike manner.

13.2.5. All Deliverables created, developed and delivered under this Agreement and the relevant SOW, will not violate, misappropriate or infringe upon any patent, copyright, trademark, or any other third-party intellectual property right; and

13.2.6. Service Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Service Provider's rights and the fulfillment of the Service Provider's obligations under this Agreement and all its SOWs.

14. DISCLAIMERS AND LIMITATIONS OF LIABILITY

14.1. Customer agrees that the Services, including all the Deliverables, are provided “as is” and “as available”, without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, security or accuracy.

14.2. Service Provider does not warrant and disclaims that the Services will be available and/or provided in a timely, secured manner, uninterrupted, free from any errors, including but not limited to viruses or other malicious software. 

14.3. Service Provider does not warrant and disclaims that the Service Level Agreements (SLAs) for the Services will always be available and/or provided in a timely, secure, and/or uninterrupted manner. Service Provider shall not be liable under any circumstances, directly or indirectly, for any SLA unavailability event that occurs, nor shall Service Provider be obligated to pay any compensation to Customer for such SLA unavailability.

14.4.  Service Provider does not warrant that the Services and all the Deliverables will work properly on any given device or with any particular configuration of hardware, software, and/or device, or that they will provide complete protection for the integrity of selected data, information or content stored or transmitted via the internet.

14.5. Service Provider does not, under any circumstances, warrant or guarantee to the Customer any specific profit and/or income and/or result that the Customer intends to obtain or earn and/or any other particular result or outcome of any kind by entering into this Agreement and any SOW.

14.6. Customer agrees that Service Provider is exclusively limited to providing the Services under the terms and conditions set forth in this Agreement and the relevant SOW, and that for this reason, Service Provider will not be responsible under any circumstances, directly or indirectly, for any damage or harm, loss of business; loss of anticipated profits or savings; loss of money; business interruption; and/or loss of improvements or business opportunity and/or any other kind of loss or damage incurred by the Customer when using the Services.

14.7. In no event shall Service Provider be liable to the Customer or any third party for any general, special, indirect, incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, breach of security, or lost or damaged data) arising out of or connected in any way with this Agreement and any SOW, even if the Service Provider has been advised of the possibility of such damages. excluding Service Provider’s indemnification obligations, the total liability of Service Provider to Customer for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) shall not exceed the total fees paid by the Customer hereunder and the relevant SOW during the 12 months immediately preceding the event giving rise to liability.

14.8. The exclusions and limitations of liability to Service Provider contained in this Agreement, will not limit or exclude their potential liability for any matter that may not otherwise be limited or excluded by applicable laws.

14.9. The Services agreed under this Agreement and the relevant SOW(s), are for normal, reasonable business use by Customer and are consistent with the level of use of similar services by Service Provider's other customers overall, including the support or SLAs services (“Fair Use"). Any excessive and/or unusual use of the Services beyond that normally made or experienced by the generality of Service Provider's customers will be considered as a breach of Fair Use of the Services by the Customer, and will result in review, limitation, suspension, and/or termination of the Services by Service Provider, and/or rejection of any support request or SLA made by the Customer, in Service Provider's sole discretion and without limitation.

14.10. Service Provider is exclusively limited to providing configuration, set-up and integration support services and shall not be liable for any issues or defects regarding the integration hosting services or implementation design. Nonetheless, Service Provider will make reasonable attempts to solve such issues in accordance with SLAs described in the relevant SOW, either directly or through the respective third party hosting provider. Customer further expressly understands and agrees that the configuration and implementation design shall be solely and exclusively Customer's responsibility.

14.11. Customer agrees that Service Provider in its sole discretion may use third-party support service providers for the purposes of the performance of this Agreement and the applicable SOWs, in which case Customer expressly agrees to accept such third-party support service providers during the term of this Agreement and the relevant SOW(s).

14.12. In no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by customer and its affiliates hereunder for the statement of work or sow out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit customer’s and its Affiliates’ payment obligations under the “Service Fees” Section.

15. INDEMNITY

15.1. Each Party hereby agrees to indemnify, defend and hold the other Party, as well as its affiliates, partners, officers, directors, employees, consultants, contractors, representatives and/or agents (collectively "Related Persons"), harmless from and against any and all damages or other amounts payable to any third party claimant, as well as any reasonable attorneys’ fees and costs of litigation (collectively, “Damages”) arising out of or resulting from any claim, suit, proceeding or cause of action (each, a “Claim”) brought by a third party against a Party or its Related Persons based on: (a) breach of any clause or provision contained in this Agreement and/or the relevant SOW, by such Indemnifying Party; (b) breach of any applicable law and/or regulation by such Indemnifying Party, or (c) gross negligence or willful misconduct by such Indemnifying Party, its affiliates, partners, officers, directors, employees, consultants, contractors, representatives and/or agents.

16. INDEPENDENT CONTRACTORS

16.1. The relationship of the Parties established by this Agreement and each SOW attached thereto, is solely that of independent contractors, and nothing contained herein and any SOW shall be construed to (a) give any Party the power to direct and control the day to day activities of the other; and/or (b) constitute such Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; and/or (c) make a Party as agent or representative of the other Party for any purpose whatsoever except as otherwise agreed in writing by the Parties hereto.

16.2. Service Provider reserves the right, in its sole discretion, to engage and assign to independent contractors located outside the United States any work or task necessary to perform this Agreement and any applicable SOW(s).

17. FORCE MAJEURE

17.1. No delay, failure, or default in the performance of any obligation of either Party hereunder and the relevant SOW shall constitute a breach of this Agreement and the applicable SOW to the extent caused by Force Majeure. The term "Force Majeure" shall be defined to include fires, earthquakes, or other casualties or accidents, acts of God, epidemics or pandemics, lockdown or quarantine measures, interruptions, loss or malfunctions of utilities (such as electric service, and others), communications or computer (software and/or hardware and/or internet) services, severe weather conditions, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, or any other event beyond the reasonable control of a Party.

17.2. Each Party shall use reasonable efforts which are consistent with accepted practices to resume its performance and carry out its obligations under this Agreement and the relevant SOW as soon as possible practicable under any Force Majeure event.

18. ENTIRETY

18.1. This Agreement and all relevant SOWs, including any other document related thereto, constitute the entire agreement between the Customer and the Service Provider, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

19. AMENDMENTS

19.1. No modification of this Agreement and/or any SOW shall be valid unless in writing and agreed upon by both Parties.

20. ASSIGNMENT

20.1. Neither Party will assign their rights and obligations under this Agreement, including all its SOWs, to third parties without the prior written consent of the other Party. Any unauthorized assignment of this Agreement and/or any SOW is void.

21. SEVERABILITY

21.1. If a court of competent jurisdiction holds any provision of this Agreement and/or any SOW to be invalid, such invalid provision shall be severed and have no effect on the remaining provisions of this Agreement and/or the relevant SOW, and they shall continue in full force and effect.

22. NO WAIVER

22.1. No failure or delay by either Party in exercising any right, power or privilege under this Agreement and/or any SOW shall operate as a waiver thereof, nor shall any single or partial exercise of such rights, powers or privileges preclude any other or future exercise thereof or the exercise of any other right, power or privilege thereunder.

23. NO THIRD-PARTY BENEFICIARIES

23.1. Nothing in this Agreement and/or any SOW, express or implied, is intended to or will confer upon any person other than each Party, any right, benefit or remedy of any nature whatsoever under or by reason of this document. No person other than the Parties may bring a cause of action pursuant to this Agreement and/or any SOW.

24. INTERPRETATION

24.1. The headings in this Agreement and all the SOWs attached thereto, do not affect its interpretation. The use of any gender includes all genders. The singular includes the plural and vice-versa. This Agreement and all its SOWs were originally prepared in the English language and such English version will be the governing version of this Agreement and all its SOWs in case of any conflict, claim, dispute or discrepancy. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the terms and conditions of this Agreement and all its SOWs will be construed as having been drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any clause and/or provision of this Agreement and all the SOWs attached thereto.

25. COUNTERPARTS

25.1. This Agreement and all its SOWs may be executed in counterparts, including by means of PDF, with the same effect as if all Parties had signed the same original documents.

26. NOTICES

26.1. All notices under this Agreement and the applicableSOW(s) shall be in writing and shall be deemed given if delivered to another Party personally, or five (5) business days after sent by registered airmail or by an express courier, as well as confirmed electronic mail to the addresses set forth in the applicable SOW. 

27. DISPUTES AND ARBITRATION

27.1. The Parties hereby agree that any dispute, claim, discrepancy or difference (Disputes) arising out of this Agreement and/or any SOW, which cannot be resolved by the Parties within 30 continuous days from the date that this is being caused, shall be submitted to arbitration, upon notice by either Party to the other.

27.2. The Disputes referred to in Clause 27.1 above shall be settled by arbitration before a single arbitrator governed by American Arbitration Association Rules. The place of arbitration shall be Sacramento, State of California, United States of America and laws of such place shall apply. The language of the arbitration shall be English. All aspects of the arbitration shall be confidential. Save to the extent required by law, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either Party or its counsel, agents or affiliates without the prior written consent of the other Party. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

27.3. The Parties expressly agree that if the arbitration process referred to in Clause 27.2 above fails to render a mutually agreement resolution the District Courts of Sacramento will be deemed to have jurisdiction.

28. JURISDICTION AND GOVERNING LAW

28.1. This Agreement and all relevant SOWs shall be governed by and construed in accordance with the laws in force in the State of California and the applicable federal laws in the United States of America, without regard to conflict of laws provisions.