Verticomm Master Services Agreement

The following terms and conditions governs the relationship between All Copy Products, Inc. d/b/a Verticomm (“us,”, “our,” “we", or “Verticomm”) and you, and limits our liability for any services or products that we provide to you.  Please read these terms carefully and keep a copy for your records.


a) Scope.  This master services agreement (this “Agreement”) governs all services that we perform         for you, as well as any licenses, services, or products that we sell or re-sell to you (collectively, the         “Services”).

b) Quotes.  The Services are not described in this Agreement; instead, from time to time you will be         provided with a quote, proposal, service order, or similar electronic document (“Quote”) proposing         the Services that we can provide to you.  The Quote may have one or more statements of work         (each a “SOW”) attached to it that further describe, summarize, and/or define the scope of the         Services.  By accepting the Quote, you agree to the terms of each SOW and the terms of this         Agreement.  If you do not agree to the terms of the SOW and this Agreement, then you should not         accept the Quote.  From this point forward in this Agreement, Quotes and SOWs will be         collectively referred to as “SOW.”

c) Conflict.  If there is a material difference between the language in a SOW and the language in this         Agreement, then the language of the SOW will control, except in situations involving warranties,         limitations of liability, or termination of this Master Services Agreement.  Under those limited         circumstances, the terms of this Agreement will control unless the SOW expressly states that it is         overriding the conflicting provisions of this Agreement.


a) Environment.  For the purposes of this Agreement, “Environment” means, collectively, any         computer network (cloud-based or otherwise), computer system, peripheral or device (virtual or         physical) installed, maintained, monitored, or operated by us pursuant to a SOW. To avoid a delay         or negative impact on our provision of the Services, during the term of each SOW you agree to         refrain from modifying or moving the Environment or installing software in the Environment, unless         we expressly authorize such activity. In situations where we are co-managing an Environment         (such as situations in which we are supporting your internal IT department), we will not be         responsible for changes to the Environment or issues that arises from those changes that are not         authorized by us.

b) Requirements.  Everything in the Environment must be genuine and licensed—including all         hardware, software, etc.  If we ask for proof of authenticity and/or licensing, you must provide us         with such proof.  If we require you to implement certain minimum hardware or software         requirements in a SOW (“Minimum Requirements”), you agree to do so as an ongoing requirement         of us providing the Services to you.  

c) Updates.  Patches and updates to hardware and software (“Updates”) are created and distributed          by third parties—such as equipment or software manufacturers—and may be supplied to us from         time to time for installation into the Environment. If Updates are provided to you under a SOW, we         will implement and follow the manufacturers’ recommendations for the installation of Updates;         however, (i) we do not warrant or guarantee that any Update will perform properly, (ii) we will not         be responsible for any downtime or losses arising from or related to the installation, use, or         inability to use any Update, and (iii) we reserve the right, but not the obligations, to refrain from         installing an Update until we have determined, in our sole discretion, that the Updates will be         compatible with the configuration of the Environment and materially beneficial to the features or         functionality of the affected software or hardware.  

d) Third Party Support.  If, in our discretion, a hardware or software issue requires vendor or OEM         support, we may contact the vendor or OEM (as applicable) on your behalf and invoice you for all         fees and costs involved in that process.  If the fees or costs are anticipated in advance or exceed         $300, we will obtain your permission before incurring such expenses on your behalf unless exigent         circumstances require us to act otherwise.

e) Advice; Instructions.  From time to time, we may provide you with specific advice and directions         related to the Services (“Advice”).  For example, our Advice may include increasing server or hard         drive capacity, increasing CPU power, replacing obsolete equipment, or refraining from engaging         in acts that disrupt the Environment or that make the Environment less secure. You are strongly         advised to promptly follow our advice which, depending on the situation, may require you to make         additional purchases or investments in the Environment at your sole cost. We are not responsible         for any problems or issues (such as downtime or security-related issues) caused by your failure to         promptly follow our Advice. If, in our sole discretion, your failure to follow our Advice renders part         or all of the Services economically or technically unreasonable to provide, then we may terminate         the applicable SOW for cause by providing notice of termination to you. Unless specifically and         expressly stated in a SOW, any services required to remediate issues caused by your failure to         follow our Advice, or your unauthorized modification of the Environment, as well as any services         required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope         and not covered under any SOW.

f) Prioritization.  All Services will be performed on a schedule, and in a prioritized manner, as we         deem reasonable and necessary.  Exact commencement / start dates may vary or deviate from         the dates stated in a SOW depending on the Service being provided and the extent to which         prerequisites (if any), such as transition or onboarding activities, must be completed.  

g) Authorized Contact(s).  We will be entitled to rely on any directions or consent provided by your         personnel or representatives who are authorized in a SOW to provide such directions or consent         (“Authorized Contacts”).  If no Authorized Contact is identified in an applicable SOW or if a         previously identified Authorized Contact is no longer available to us, then your Authorized Contact         will be the person (i) who accepted the Quote, and/or (ii) who is generally designated by you         during the course of our relationship to provide us with direction or guidance.  We will be entitled         to rely upon directions and guidance from your Authorized Contact until we are affirmatively made         aware of a change of status of the Authorized Contact.  To initiate a change in the Authorized         Contact send an email to  The change will be implemented         within two (2) business days after the first business day on which we receive your change notice.          Do not use a ticketing system or help desk request to notify us about the change of an         Authorized Contact; similarly, do not leave a recorded message for us informing us of a         change to your Authorized Contact. We reserve the right to delay the Services until we can         confirm the Authorized Contact’s authority within your organization.  

h) Insurance.  If you are supplied with Verticomm Equipment (defined below), you agree to acquire.         and maintain, at your sole cost, insurance for the full replacement value of that equipment.          Verticomm must be listed as an additional insured / loss payee on any policy acquired and         maintained by you under this Agreement, and the policy will not be canceled or modified during         the term of the applicable SOW without prior notification to Verticomm.  Upon our request, you         agree to provide proof of insurance to us, including proof of payment of any applicable premiums         or other amounts due under the insurance policy.


a) Fees.  You agree to pay the fees, costs, and expenses described in each SOW.   You are         responsible for sales tax and any other taxes or governmental fees associated with the Services. If         you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other         acceptable proof of exemption. You are also responsible for all freight, insurance, and taxes         (including but not limited to import or export duties, sales, use, value add, and excise taxes).

b) Software as a Service (SaaS).  Verticomm’s SaaS vendors will periodically impose an increase in         their monthly software charges during a contract period.  This will result in a pass through         increase directly to client.

c) Out of Scope Work. Any work completed that falls outside the Scope of the SOW will be billed at         the applicable hourly fee of $150.00 per hour during normal business hours and $225.00 per hour         for work completed outside of normal hours (“after hours”). Out of scope work completed has a         2-hour minimum charge of the appropriate fee.

d) Schedule.   All undisputed fees will be due and payable in advance of the provision of the         Services.  If applicable, recurring payments made by ACH will be deducted from your designated         bank account on the first business day of the month in which the Services are to be provided,         and, if applicable, your designated credit card will be charged on the first business day of the         month in which the Services are to be provided.  

e) Nonpayment.  Fees that remain unpaid for more than thirty (30) days after the date on the invoice         will be subject to interest on the unpaid amount(s) until and including the date payment is         received, at the lower of either 1.5% per month or the maximum allowable rate of interest         permitted by applicable law.  We reserve the right, but not the obligation, to suspend part or all of         the Services without prior notice to you in the event that any portion of undisputed fees are not         timely received by us, and monthly or recurring charges shall continue to accrue during any period         of suspension.   Notice of disputes related to fees must be received by us within thirty (30) days         after the applicable Service is rendered or the date on which you pay an invoice, whichever is         later; otherwise, you waive your right to dispute the fee thereafter.  A re-connect fee of up to five         percent (5%) may be charged to you if we suspend the Services due to your nonpayment.  Time is         of the essence in the performance of all payment obligations by you.

f) ACH.  Generally, all prices quoted in a SOW anticipate automatic monthly recurring payment by         you.  Payments by any other methods may result in increased fees or costs.


You hereby grant to Verticomm and its designated global third party vendors the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment as necessary to enable us or our vendors, as applicable, to provide the Services.  Depending on the Service, we may be required to install one or more software agents into the Environment through which such access may be enabled. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for Verticomm or its vendors to provide Services to the Environment and, if applicable, at your designated premises, both physically and virtually.  Proper and safe environmental conditions must be provided and assured by you at all times. Verticomm shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry standard efforts to achieve.


a) Hardware / Software Purchased Through Verticomm.  All hardware, software, peripherals or         accessories purchased through Verticomm (“Third Party Products”) are nonrefundable once the         product is obtained from Verticomm’s third party provider or reseller.  If you require a refund, then         the third party provider’s or reseller’s return policies shall apply.  We do not guarantee that         purchased Third Party Products will be returnable, exchangeable, or that re-stocking fees can or         will be avoided.  You will be responsible for the payment of all re-stocking or return-related fees         charged by the third party provider or reseller. We will use reasonable efforts to assign, transfer         and facilitate all warranties (if any) and service level commitments (if any) for the Third Party         Products to you, but will have no liability whatsoever for the quality, functionality or operability of         any Third Party Products, and we will not be held liable as an insurer or guarantor of the         performance, uptime or usefulness of any Third Party Products.  All Third Party Products are         pro¬vided “as is” and without any warranty whatsoever as between Verticomm and you (including         but not limited to implied warranties).  

b) Liability Limitations.   This paragraph limits the liabilities arising under this Agreement or any SOW         and is a bargained-for and material part of our business relationship with you.  You acknowledge         and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm         could rely on the limitations described in this paragraph. In no event shall either party be liable for         any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of         profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent         event-based economic loss arising out of or in connection with this Agreement, any SOW, or the         Services, or for any loss or interruption of data, technology or services, or for any breach hereof or         for any damages caused by any delay in furnishing Services under this Agreement or any SOW,         even if a party has been advised of the possibility of such damages; however, reasonable         attorneys’ fees awarded to a prevailing party (as described below), your indemnification         obligations, and any amounts due and payable pursuant to the non-solicitation provision of this         Agreement shall not be limited by the foregoing limitation.  Except for the foregoing exceptions, a         responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”)         for damages from any and all claims or causes whatsoever, and regardless of the form of any such         action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract,         tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s         actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for         licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s)         is/are based during the three (3) month period immediately prior to the date on which the cause         of action accrued.  The foregoing limitations shall not apply to the extent that the Claims are         caused by a Responsible Party’s willful or intentional misconduct, or gross negligence.  Similarly, a         Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or         the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.


Eachparty (an “Indemnifying Party”) agrees to indemnify, defend and hold the otherparty (an “Indemnified Party”) harmless from and against any and all losses,damages, costs, expenses or liabilities, including reasonable attorneys’ fees,(collectively, “Damages”) that arise from, or are related to, the IndemnifyingParty’s breach of this Agreement.  TheIndemnified Party will have the right, but not the obligation, to control theintake, defense and disposition of any claim or cause of action for whichindemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of itschoosing participate in the defense of the applicable claim(s); however, (i)such counsel shall be retained at the Indemnifying Party’s sole cost, and (ii)the Indemnified Party’s counsel shall be the ultimate determiner of thestrategy and defense of the claim(s) for which indemnity is provided.  No claim for which indemnity is sought by anIndemnified Party will be settled without the Indemnifying Party’s priorwritten consent, which shall not be unreasonably delayed or withheld.


a) Term.  This Agreement begins on the earliest date on which you accept a Quote and continues         until terminated as described in this Agreement.  Each SOW will have its own term and will be         terminated only as provided herein, unless otherwise expressly stated in the applicable SOW.  The         termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) this         Agreement or the status or progress of any other SOW between the parties. Termination must be         provided in writing by certified mail or overnight courier.

b) Termination without Cause.  Unless otherwise agreed by the parties in writing or otherwise         permitted under this Agreement, no party will terminate this Agreement without cause if, on the         date of termination, a SOW is in progress.  In addition, no party will terminate a SOW without         cause prior to the SOW’s natural expiration date.  Notwithstanding the foregoing, if Verticomm         decides to cease providing a service to all of its customers generally, then Verticomm may         terminate an applicable SOW (or the applicable portion of the SOW) without cause by providing no         less than one hundred and twenty (120) days prior written notice to you.  If you terminate a SOW         without cause and without Verticomm’s consent, then you will be responsible for paying the         termination fee described in the “Termination for Cause” section, below.

c) Termination for Cause.  In the event that one party (a “Defaulting Party”) commits a material         breach under a SOW or under this Agreement, the non-Defaulting Party will have the right, but not         the obligation, to terminate immediately this Agreement or the relevant SOW (a “For Cause”         termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the         specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default         within thirty (30) days (ten (10) days for non-payment by Client) following receipt of written notice         of breach from the non-Defaulting Party.  If Verticomm terminates this Agreement or any SOW For         Cause, or if you terminate any SOW without cause prior to such SOW’s expiration date, then         Verticomm shall be entitled to receive, and you hereby agree to pay to us, all amounts that would         have been paid to Verticomm had this Agreement or SOW (as applicable) remained in full effect,         calculated using the fees and costs in effect as of the date of termination (“Termination Fee”).  If         you terminate this Agreement or a SOW For Cause, then you will be responsible for paying only for         those Services that were delivered properly and accepted by you up to the effective date of         termination.

d) Client Activity as a Basis for Termination.  In the event that you or any of your staff, personnel,         contractors, or representatives engages in any unacceptable act or behavior that renders it         impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to         Verticomm’s other rights under this Agreement, Verticomm will have the right upon providing you         with ten (10) days prior written notice, to terminate this Agreement or the applicable SOW For         Cause or, at our sole discretion and if applicable, amend the applicable SOW to eliminate from         coverage any System Malfunction or any equipment or software causing the System Malfunction.

e) Consent.  You and we may mutually consent, in writing, to terminate a SOW or this Agreement at .          any time.

f) Equipment / Software Removal.  Upon termination of this Agreement or applicable SOW for any         reason, you will provide us with access, during normal business hours, to your premises or any         other locations at which Verticomm-owned equipment or software (collectively, “Verticomm         Equipment”) is located to enable us to remove all Verticomm Equipment from the premises.  If you         fail or refuse to grant Verticomm access as described herein, or if any of the Verticomm         Equipment is missing, broken or damaged (normal wear and tear excepted) or any of         Verticomm-supplied software is missing, we will have the right to invoice you for, and you hereby         agree to pay immediately, the full replacement value of any and all missing or damaged items.         Certain services may require the installation of software agents in the Environment (“Software         Agents”).  You agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents         unless we explicitly direct you to do so.

g) Transition; Deletion of Data.  In the event that you request Verticomm’s assistance to transition         away from our services, we will provide such assistance if (i) all fees due and owing to us are paid         to us in full prior to Verticomm providing its assistance to you, and (ii) you agree to pay our         then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may         require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of         passwords, log files, administrative server information, or conversion of data are transition         services, and are subject to the preceding requirements. Unless otherwise expressly stated in a         SOW, we will have no obligation to store or maintain any Client data in our possession or control         beyond fifteen (15) calendar days following the termination of this Agreement.  We will be held         harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred         by either party that arise from, or are related to, our deletion of your data beyond the time frames         described in this section.


a) Response.  We respond to any notification received by us of any error, outage, alarm or alert         pertaining to the Environment, in accordance with priority table(s) in the applicable SOW.  In no         event will we be responsible for delays in our response or our provision of Services during (i) those         periods of time covered under the Transition Exception (defined below), or (ii) periods of delay         caused by Client-Side Downtime (defined below), Vendor-Side Downtime (defined below) or (iii)         periods in which we are required to suspend the Services to protect the security or integrity of the         Environment or our equipment or network, or (iv) delays caused by a force majeure event.

               i) Scheduled Downtime.  For the purposes of this Agreement, Scheduled Downtime will                           mean those hours, as determined by us but which will not occur between the hours of                           7:00 AM and 6:00 PM Mountain Time, Monday through Friday without your                           authorization or unless exigent circumstances exist, during which time we will perform                           scheduled maintenance or adjustments to the Environment.  We will use our best efforts                           to provide you with at least twenty-four (24) hours of notice prior to scheduling                           Scheduled Downtime.

               ii) Client-Side Downtime.  We will not be responsible under any circumstances for any                          delays or deficiencies in the provision of, or access to, the Services to the extent that                          such delays or deficiencies are caused by your actions or omissions (“Client-Side                          Downtime”).

               iii)      Vendor-Side Downtime.  We will not be responsible under any circumstances for any                         delays or deficiencies in the provision of, or access to, the Services to the extent that                         such delays or deficiencies are caused by third party service providers, third party                         licensors, or “upstream” service or product vendors.

               iv)    Transition Exception.  You acknowledge and agree that for the first forty-five (45) days                        following the commencement date of a SOW, as well as any period of time during which                        we are performing off-boarding-related services (e.g., assisting you in the transition of                        the Services to another provider, terminating a service, etc.), the response time                        commitments described in this Agreement or any applicable SOW will not apply to us, it                        being understood that there may be unanticipated downtime or delays related to those                        activities (the “Transition Exception”).


a) Defined.  For the purposes of this Agreement, Confidential Information means any and all                  non-public information provided by one party (a “Discloser”) to the other party (a “Recipient”),         including but not limited to customer-related data, customer lists, internal documents, internal         communications, proprietary reports and methodologies, and related information.  Confidential         Information will not include information that: (i) has become part of the public domain through no         act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) is or         was lawfully and independently provided to the Recipient prior to disclosure by the Discloser, from         a third party who is not and was not subject to an obligation of confidentiality or otherwise         prohibited from transmitting such information.

b) Use.  The Recipient will keep the Confidential Information it receives fully confidential and will not         use or disclose such information to any third party for any purpose except (i) as expressly                authorized by the Discloser in writing, or (ii) as needed to fulfill its obligations under this        Agreement, or (iii) as required by any law, rule, or industry-related regulation.

c) Due Care.  The Recipient will exercise the same degree of care with respect to the Confidential         Information it receives from the Discloser as it normally takes to safeguard and preserve its own         confidential and proprietary information, which in all cases will be at least a commercially         reasonable level of care.

d) Compelled Disclosure.  If a Recipient is legally compelled (whether by deposition, interrogatory,         request for documents, subpoena, civil investigation, demand or similar process) to disclose any         of the Confidential Information, and provided that it is not prohibited by law from doing so, the         Recipient will immediately notify the Discloser in writing of such requirement so that the Recipient         may seek a protective order or other appropriate remedy and/or waive the Discloser’s compliance         with the provisions of this Section.  The Recipient will use its best efforts, as directed by the         Discloser and at the Discloser’s expense, to obtain or assist the Recipient in obtaining any such         protective order.  Failing the entry of a protective order or the receipt of a waiver hereunder, the         Recipient may disclose, without liability hereunder, that portion (and only that portion) of the         Confidential Information that the Recipient has been advised, by written opinion from its counsel         (which shall be shared with the Discloser), that the Recipient is legally compelled to disclose.

e) Additional NDA.  In our provision of the Services, you and we may be required to enter into one or         more additional nondisclosure agreements (each an “NDA”) for the protection of a third party’s         Confidential Information (such as, for example, a business associate agreement).  In that event,         the terms of the NDA will be read in conjunction with the terms of the confidentiality provisions of         this Agreement, and the terms that protect confidentiality most stringently shall govern the use         and destruction of the relevant Confidential Information.


a) EULAs.  Portions of the Services may require you to accept the terms of one or more third party         end user license agreements (“EULAs”).  If the acceptance of a EULA is required in order to         provide the Services to you, then you hereby grant us permission, and direct and authorize us to         accept the EULA on your behalf.  EULAs may contain service levels, warranties and/or liability         limitations that are different than those contained in this Agreement.  You agree to be bound by         the terms of such EULAs and will look only to the applicable third party provider for the         enforcement of the terms of such EULAs. If, while providing the Services, we are required to         comply with a third-party EULA and the third party EULA is modified or amended, we reserve the         right to modify or amend any applicable SOW with you to ensure our continued compliance with         the terms of the third party EULA.  

b) Third Party Services.  Portions of the Services may be acquired from, or rely upon the services of,          third party manufacturers or providers, such as data hosting services, help desk services, domain          registration services, and data backup/recovery services (“Third Party Service”).  Not all Third          Party Services may be expressly identified as such in a SOW, and at all times we reserve the right          to utilize the services of any third party provider or to change third party providers in our sole          discretion as long as the change does not materially diminish the Services to be provided to you          under a SOW.  We will not be responsible, and will be held harmless by you, for the failure of any          third-party provider or manufacturer to provide Third Party Services to Verticomm or to you.  

c) Data Loss. Under no circumstances will we be responsible for any data lost, corrupted or         rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii)         equipment failures (including but not limited to silent hardware corruption-related issues), or (iii)         our failure to backup or secure data from portions of the Environment that were not expressly         designated in the applicable SOW as requiring backup or recovery services.  Unless expressly         stated in a SOW, we do not warrant or guarantee that any maintained storage device or         functionality, data backup device or functionality, or load balancing functionality will operate in an         error-free manner.

d) Bring Your Own Device.  You hereby represent and warrant that we are authorized to access all         devices, peripherals and/or computer processing units, including mobile devices (such as         notebook computers, smart phones and tablet computers) that are connected to the Environment         (collectively, “Devices”), regardless of whether such Devices are owned, leased or otherwise         controlled by you. Unless otherwise stated in a SOW, Devices will not receive or benefit from the         Services while the devices are detached from, or unconnected to, the Environment.  Client is         strongly advised to refrain from connecting Devices to the Environment where such devices are         not previously known to us and are not expressly covered under a managed service plan from us         (“Unknown Devices”).  We will not be responsible for the diagnosis or remediation of any issues in         the Environment caused by the connection or use of Unknown Devices in the Environment, and         we will not be obligated to provide the Services to any Unknown Devices.  

e) Equipment.  Unless otherwise noted in a SOW or Quote, all Verticomm Equipment is licensed to         you, and is neither owned by you nor leased to you. Upon the expiration of an applicable SOW,         your license to use the Verticomm Equipment shall immediately terminate, and thereafter all         Verticomm Equipment must be returned to us immediately at your expense.  All configurations on         the Verticomm Equipment are our proprietary information and will not be circumvented, modified,         or removed by you without our prior written consent.


Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned by such party (“Intellectual Property”), and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party’s Intellectual Property to the other party.  For the purposes of clarity, you understand and agree that we own any software, codes, algorithms, or other works of authorship that we create while providing the Services to you. If we provide licenses to you for third party software under a SOW, then you understand and agree that such software is licensed, and not sold, to you.  You are allowed to use such third party software subject to the terms and conditions (i) of this Agreement, (ii) of the applicable SOW, and (iii) any applicable EULA; no other uses of such third party software are permitted.  To the maximum extent permitted by applicable law, we make no warranty or representation, either expressed or implied with respect to third party software or its quality, performance, merchantability, or fitness for a particular purpose.


a) Security Compliance.  Unless otherwise expressly stated in a SOW, the Services are not intended,         and will not be used, to bring Client into full regulatory compliance with any rule, regulation, or         requirement that may be applicable to Client’s business or operations.  Depending on the Services         provided, the Services may aid Client’s efforts to fulfill regulatory compliance; however, the         Services are not (and should not be used as) a compliance solution.

b) Disclosure.  You warrant and represent that there is no law or regulation governing your business         that would impede or restrict our provision of the Services, or that would require us to register         with, or report our provision of the Services (or the results thereof), to any government or         regulatory authority.  You agree to promptly notify us if you become subject to any of the         foregoing which, in our discretion, may require a modification to the scope or pricing of the         Services.

c) Security.  You understand and agree that no security solution is one hundred percent effective,         and any security paradigm may be circumvented and/or rendered ineffective by certain malware,         such as certain ransomware or rootkits that were unknown to the malware prevention industry at         the time of infection, and/or which are downloaded or installed into the Environment.  We do not         warrant or guarantee that all malware or malicious activity will be capable of being detected,         avoided, quarantined or removed, or that any data deleted, corrupted, or encrypted by such         malware (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in a SOW, the         recovery of Impacted Data is not included in the scope of a SOW. You are strongly advised to (i)         educate your employees to properly identify and react to “phishing” activity (i.e., fraudulent         attempts to obtain sensitive information or encourage behavior by disguising oneself as a         trustworthy entity  or person through email), and (ii) obtain insurance against cyberattacks, data         loss, malware-related matters, and privacy-related breaches, as such incidents can occur even         under a “best practice” scenario.  Unless a malware-related incident is caused by our intentionally         malicious behavior or our gross negligence, we are held harmless from any costs, expenses, or         damages arising from or related to such incidents.

d) Non-Solicitation.  Each party (a “Restricted Party”) acknowledges and agrees that during the term         of this Agreement and for a period of one (1) year following the termination of this Agreement, the         Restricted Party will not, individually or in conjunction with others, directly or indirectly solicit,         induce or influence any of the other party’s employees with whom the Restricted Party worked to         discontinue or reduce the scope of their business relationship with the other party, or recruit,         solicit or otherwise influence any employee of the other party with whom the Restricted Party         worked to discontinue his/her employment or agency relationship with the other party, where         applicable by state law. In the event of a violation of the terms of the restrictive covenants in this         section, the parties acknowledge and agree that the damages to the other party would be difficult         or impracticable to determine, and in such event, the Restricted Party will pay the other party as         liquidated damages and not as a penalty an amount equal to one hundred thousand dollars         ($100,000) or the amount that the other party paid to that employee in the one (1) year period         immediately preceding the date on which the Restricted Party violated the foregoing restriction,         whichever is greater. In addition to and without limitation of the foregoing, any solicitation or         attempted solicitation for employment directed to a party’s employees by the Restricted Party will         be deemed to be a material breach of this Agreement, in which event the affected party shall have         the right, but not the obligation, to terminate this Agreement or any then-current SOW         immediately For Cause.

e) Collections.  If we are required to send your account to Collections or to start any         Collections-related action to recover undisputed fees, we will be entitled to recover all costs and         fees we incur in the Collections process including but not limited to reasonable attorneys’ fees and         costs.

f) Assignment.  Neither this Agreement nor any SOW may be assigned or transferred by a party         without the prior written consent of the other party.  This Agreement will be binding upon and         inure to the benefit of the parties hereto, their legal representatives, and permitted successors         and assigns. Notwithstanding the foregoing, we may assign (i) to a third party lease administrator         or servicing agency any leasing (or similar) agreement that we enter into with you, and/or (ii) our         rights and obligations under this Agreement or any SOW to a successor in ownership in         connection with any merger, consolidation, or sale of substantially all of the assets of our business         or any other transaction in which ownership of more than fifty percent (50%) of our voting         securities are transferred; provided, however, that such assignee expressly assumes our         obligations hereunder.

g) Notices; Writing Requirement.  Where notice is required to be provided to a party under this         Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice         will be deemed delivered three (3) business days after being deposited in the United States Mail,         first class mail, certified or return receipt requested, postage prepaid, or one (1) day following         delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by         fax or email.  Notice sent by email will be sufficient only if (i) the sender emails the notice to the         last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of         the email and preserves the email until such time that it is acknowledged by the recipient.  Not         withstanding the foregoing, any notice from you to Verticomm regarding (a) any alleged breach of         this Agreement by Verticomm, or (b) any request for indemnification, or (c) any notice of         termination of this Agreement or any SOW, must be delivered to Verticomm either by Certified          U.S. mail or Overnight Courier unless that requirement is expressly and specifically waived by         Verticomm. In all cases, notices delivered to Verticomm must be sent to the Verticomm office from         which the Services are primarily provided; notices sent to ancillary offices or non-primary offices         will not be sufficient “notice” under this Agreement.  

h) Amendment.  Unless otherwise expressly permitted under this Agreement, no amendment or         modification of this Agreement or any SOW will be valid or binding upon the parties unless such         amendment or modification is originated in writing by Verticomm, specifically refers to this         Agreement or the SOW being amended, and is accepted in writing (email or electronic signature is         acceptable) by you.

i) Time Limitations.  The parties mutually agree that, unless otherwise prohibited by law, any action         for any matter arising out of this Agreement or any SOW (except for issues of nonpayment by         Client) must be commenced within six (6) months after the cause of action accrues or the action         is forever barred.

j) Severability.  If any provision hereof or any SOW is declared invalid by a court of competent         jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or         unenforceability so that the remainder of that provision and all remaining provisions of this         Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable         law.  

k) Other Terms.  We will not be bound by any terms or conditions printed on any purchase order,         invoice, memorandum, or other written communication supplied by you unless such terms or         conditions are incorporated into a duly executed SOW, or unless we have expressly acknowledged         the other terms and, thereafter, expressly and specifically accepted such other terms in writing.

l) No Waiver.  The failure of either party to enforce or insist upon compliance with any of the terms         and conditions of this Agreement, the temporary or recurring waiver of any term or condition of         this Agreement, or the granting of an extension of the time for performance, will not constitute an         Agreement to waive such terms with respect to any other occurrences.

m) Merger.  This Agreement, together with any and all Quotes and SOWs, sets forth the entire         understanding of the parties and supersedes any and all prior agreements, arrangements or         understandings related to the Services; however, any payment obligations that you have or may         have incurred under any prior superseded agreement are not nullified by this Agreement and         remain in full force and effect.  No representation, promise, inducement or statement of intention         has been made by either party which is not embodied herein.  We will not be bound by any of our         agents’ or employees’ representations, promises or inducements if they are not explicitly set forth         in this Agreement or any Quote or SOW.  Any document that is not expressly and specifically         incorporated into this Agreement or SOW will act only to provide illustrations or descriptions of         Services to be provided and will not modify this Agreement or provide binding contractual         language between the parties.  The foregoing sentence shall not apply to any business associate         agreement required under HIPAA, which the parties may (if required) enter into after the Effective         Date of this Agreement.

n) Force Majeure.  Neither party will be liable to the other party for delays or failures to perform its         obligations under this Agreement or any SOW because of circumstances beyond such party’s         reasonable control.  Such circumstances include, but will not be limited to, any intentional or         negligent act committed by the other party, or any acts or omissions of any governmental         authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or         differences with workmen, power failure, communications delays/outages, delays in transportation         or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or         virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts         of God.

o) Survival.  The provisions contained in this Agreement that by their context are intended to survive         termination or expiration of this Agreement will survive.  If any provision in this Agreement is         deemed unenforceable by operation of law, then that provision shall be excised from this         Agreement and the balance of this Agreement shall be enforced in full.

p) Insurance. Verticomm and you will each maintain, at each party’s own expense, all insurance         reasonably required in connection with this Agreement or any SOW, including but not limited to,         workers compensation and general liability.  We agree to maintain a general liability policy with a         limit not less than $1,000,000 per occurrence.  All of the insurance policies described herein will         not be canceled, materially changed or renewal refused until at least thirty (30) calendar days         written notice has been given to the other party by certified US Mail or Overnight Courier.

q) Governing Law; Venue.  This Agreement and any SOW will be governed by, and construed         according to, the laws of the state of Colorado.  You hereby irrevocably consent to the exclusive         jurisdiction and venue of Denver County, Colorado, for any and all claims and causes of action         arising from or related to this Agreement.

r) No Third Party Beneficiaries.  The Parties have entered into this Agreement solely for their own         benefit.  They intend no third party to be able to rely upon or enforce this Agreement or any part         of this Agreement.

s) Usage in Trade.  It is understood and agreed that no usage of trade or other regular practice or         method of dealing between the Parties to this Agreement will be used to modify, interpret, or         supplement in any manner the terms of this Agreement.

t) Business Day. If a time period set forth in this Agreement expires on a day other than a business         day in Denver County, Colorado, such period will be extended to and through the next succeeding         business day in Denver County, Colorado.  

u) Notices; Writing Requirement.  Where notice is required to be provided to a party under this         Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice         will be deemed delivered three (3) business days after being deposited in the United States Mail,         first class mail, certified or return receipt requested, postage prepaid, or one (1) day following         delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by         fax or email.  Notice sent by email will be sufficient only if (i) the sender emails the notice to the         last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of         the email and preserves the email until such time that it is acknowledged by the recipient.          Notwithstanding the foregoing, any notice from you to Verticomm regarding (a) any alleged         breach of this Agreement by Verticomm, or (b) any request for indemnification, or (c) any notice of         termination of this Agreement or any SOW, must be delivered to Verticomm either by Certified U.S.         mail or Overnight Courier unless such requirement is expressly and specifically waived by         Verticomm.  All electronic documents and communications between the parties, including email,         will satisfy any “writing” requirement under this Agreement.

v) Independent Contractor.  Verticomm is an independent contractor, and is not your employer,         employee, partner, or affiliate.  

w) Subcontractors.  Generally, we do not utilize subcontractors to perform onsite services; however,         should we elect to subcontract a portion of those services, we will guarantee the work as if we         performed the subcontracted work ourselves.  

x) Data & Service Access. Some of the Services may be provided by persons outside of the United         States and/or your data may occasionally be accessed, viewed, or stored on secure servers         located outside of the United States. You agree to notify us if your company requires us to modify         these standard service provisions, in which case additional (and potentially significant) costs will         apply.

y) Counterparts.  The parties intend to sign, accept and/or deliver any Quote, this Agreement, SOW         or any amendment in any number of counterparts, and each of which will be deemed an original         and all of which, when taken together, will be deemed to be one agreement.  Each party may sign,         accept, and/or deliver any Quote, this Agreement, any SOW or any amendment electronically (e.g.,         by digital signature and/or electronic reproduction of a handwritten signature) or by reference (as         applicable).

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