Service Delivery Terms
Services are provided according to the following Service Delivery Terms (the “Agreement”) made and entered into the last date of signature of the associated Order Form (the “Effective Date”) by and between the customer identified on the Order Form (“Customer”) and SSO Support.
As Customer desires to arrange for support and other professional services, and SSO Support desires to provide such services, Customer and SSO Support agree that the following terms will govern this Agreement:
- Services. In accordance with this Agreement, SSO Support agrees to perform the professional services (the “Services”) specified on the Order Form. Change to the scope of the services specified in the Order Form will require a change order agreed to by Customer and SSO Support.
- Payment. Payment shall be made within 30 days of the invoice date (Net 30).
- Term and Termination. The term of this Agreement will begin on the Effective Date and will continue for one year from the date of the Order Form. Either party may terminate the delivery of services under this Agreement by providing written notice to the other party at least 30 days prior to the effective date of the termination of services. In the event of termination, Customer shall remain responsible for paying outstanding invoices and for any unbilled work effort performed up to the date of service termination.
- Notices. All notices required or permitted hereunder shall be via email, addressed to the respective parties as set forth below:
CUSTOMER: Point of contact identified in the Order Form
SSO Support: David Alexander [email protected]
- Confidentiality. The term “Confidential Information” means any confidential or proprietary information provided by either party, including, without limitation, product plans, software, pricing, marketing and sales information, business plans, customer and supplier data, financial and technical information, “know-how,” trade secrets, and other information, whether such information is in written, oral, electronic, web-based, or other form. Each party will exercise reasonable care to keep Confidential Information confidential for a period of three years from the date of disclosure. Notwithstanding any provision to the contrary, confidentiality obligations with respect to personally-identifiable information and trade secrets shall never expire. This Agreement imposes no obligation upon the parties with respect to any Confidential Information that was (a) in the possession of the receiving party before disclosure; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed. If Customer is a public entity subject to public records laws, Customer does not have a duty of Confidentiality to the extent disclosure is mandated under relevant public records laws.
- Ownership. In the course of SSO Support’s performance of work for Customer, the parties contemplate the generation of certain Work Products. The parties agree that: (a) To the extent that SSO Support deploys knowledge, techniques, methods, or computer code developed or created by SSO Support, SSO Support shall own such knowledge, techniques, methods, and code while granting Customer an irrevocable, fully-paid, worldwide, transferable, perpetual, sublicensable, non-exclusive, license to the resulting Work Products; (b) To the extent that SSO Support’s services are unique to Customer’s endeavors, the resulting work products shall vest solely with the Customer at the time they are created; and (c) To the extent that SSO Support’s efforts employ intellectual property or licenses owned by third parties, SSO Support does not provide any title or right of use. Customer shall be responsible for acquiring appropriate title or licensing rights to any third party technologies utilized by SSO Support’s Work Products.
- Relationship. The relationship of SSO Support to Customer is that of independent contractor, and nothing contained herein shall be construed to form a partnership between the parties, or to create any form of employment relationship or any legal association which would impose liability upon one party for the act or failure to act of the other party. Neither party shall have any power to commit, contract for or otherwise obligate the other to any third party. SSO Support acknowledges and agrees that the Customer will have no responsibility to provide SSO Support or its assigned employees insurance, vacation or other fringe benefits normally associated with employee status. In addition, SSO Support shall be responsible for reporting, withholding, and payment of all income, unemployment, FICA or similar taxes for SSO Support and its employees.
- Warranty. THE SERVICES AND ANY DELIVERABLES OF SSO SUPPORT ARE BEING PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. NO WARRANTY IS MADE THAT SOFTWARE OR DELIVERABLES PROVIDED BY SSO SUPPORT WILL RUN ERROR FREE OR UNINTERRUPTED. THE SOFTWARE OR DELIVERABLES PROVIDED ARE NOT WARRANTED TO BE MERCHANTABLE, OR FIT FOR CUSTOMER’S PURPOSE, OR FIT FOR ANY PARTICULAR PURPOSE. CUSTOMER REPRESENTS AND WARRANTS THAT SSO SUPPORT’S USE OF CUSTOMER’S DEVELOPMENT ENVIRONMENT WILL NOT BREACH THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
- Indemnification. CUSTOMER ACCEPTS RESPONSIBILITY FOR, AND AGREES TO INDEMNIFY AND HOLD SSO SUPPORT HARMLESS FROM, ANY AND ALL LIABILITY, DAMAGES, CLAIMS OR PROCEEDINGS ARISING OUT OF (I) THE FAILURE OF THE CUSTOMER TO OBTAIN THE APPROPRIATE LICENSE, INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER PERMISSIONS, REGULATORY CERTIFICATIONS OR APPROVALS REQUIRED TO SUPPORT SSO SUPPORT’S PERFORMANCE OF THE SERVICES.
- Liability. SSO SUPPORT DOES NOT LIMIT ITS LIABILITY FOR FRAUD, PERSONAL INJURY OR DEATH ARISING FROM ITS GROSS NEGLIGENCE OR FOR FRAUD OR ANY OTHER LOSS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW AND THIS SECTION DOES NOT APPLY TO SUCH LIABILITY. IN NO EVENT SHALL SSO SUPPORT BE LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY SSO SUPPORT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SSO SUPPORT SHALL NOT HAVE LIABILITY FOR DIRECT OR INDIRECT (I) LOSS OF INCOME, PROFIT, OR SAVINGS, OR (II) LOST OR CORRUPTED DATA OR SOFTWARE. SSO SUPPORT’S LIABILITY IN ANY CALENDAR YEAR (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.
- Other Terms.
- Non-discrimination. The parties agree to follow all federal, state and local laws regarding non-discriminatory employment practices.
- Force Majeure. If the full performance of this Agreement is prevented by reasons beyond the reasonable control of a party including but not limited to war, natural disaster, epidemic, large scale industrial accident, computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.
- Order of Precedence. To the extent that the terms of this Agreement are in conflict with any stated term on the Order Form, the terms of the Order Form shall take precedence.
- Assignment. This Agreement may not be assigned by either party without the other party’s prior written consent.
- Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach.
- Headings. The headings of this Agreement are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
- Entire Agreement. This Agreement, together with the associated Order Form, contains the entire agreement between Customer and SSO Support, and no representations, inducements, promises, or agreements, oral or written that are not included in the Agreement will be effective. If multiple Order Forms are executed, each shall operate as a separate Agreement. Customer agrees to be bound by the terms of this Agreement to the exclusion of any other terms and conditions stipulated or referred to by Customer, unless expressly agreed and accepted by SSO Support in writing. Neither SSO Support’s acknowledgment of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a Customer purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions of this Agreement.
- Amendment. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both Customer and SSO Support.
- Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, breach, termination, enforcement, interpretation, or validity thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by remote arbitration before a sole arbitrator experienced in the arbitration of technology disputes. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, this Arbitration provision shall not apply if Customer is a public entity which is prohibited by law to agree to arbitration.
- Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. ln the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable in full force and effect.
Version 2.2 December 15, 2023