Terms of Service
Summit Technology Group, LLC
Terms of Service
Last Updated: November 19, 2018
THESE TERMS OF SERVICE, the Technology Service Agreement (“TSA”), Formal Quote, Statement of Work, and any applicable exhibits, attachments, or amendments, incorporated herein by reference (collectively this “Agreement”), are a binding agreement between Summit Technology Group, LLC, an Oklahoma limited liability company with its primary office at 909 S. Meridian Ave., Suite 560, Oklahoma City, OK 73108, (referred to below as “STG,” “we,” or “us”), and the legal entity identified in the TSA (referred to below as “Customer,” “you,” or “your”). STG and Customer may be individually referred to as a “Party” or collectively as the “Parties.”
STG provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that Customer accepts and complies with this Agreement. By signing the TSA, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; the Customer’s representative signing this Agreement (b) represents and warrants that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this Agreement on behalf of the Customer and to bind such organization to these terms; (c) Customer will not use STG’s Services in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; and (d) Customer will not use STG’s Services in violation of any U.S. denied Party-list, embargoed country restriction, export law or regulation. If Customer does not agree to the terms of this Agreement, Customer may not use the Services.
1 Scope and Terms.
We will perform such services and provide such products as are set forth in the Formal Quote and/or Statement of Work (“Services”). By entering this Agreement, you are agreeing to be bound by the Agreement and all applicable laws and regulations and agreeing that you are responsible for compliance with any applicable local laws.
Supplemental terms may apply to the various services provided by STG and will be disclosed to you in the TSA, Formal Quote, Statement of Work, or in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable services.
2 Modifications to Terms of Service.
STG may revise these Terms of Service at any time without notice. Customer agrees to be bound by the then current version of these Terms of Service posted at www.stgok.com/terms.
3 Term of Agreement.
3.1 Managed Services
The Initial Term of a Managed Service Agreement shall be defined in the Formal Quote and/or Statement of Work provided to the Customer. After the Initial Term, this Agreement shall automatically renew annually (the “Renewal Term”) until terminated by either party as herein provided unless otherwise agreed in the TSA, Formal Quote and/or Statement of Work.
3.2 Project Services
The Term of a Project Services Agreement shall be for the duration of the project described in the TSA, Formal Quote and/or Statement of Work. The Term begins upon execution of the TSA by STG. The Term will be considered upon finalization of the project work described in the TSA, Formal Quote and/or Statement of Work. Completion will be acknowledged by Customer’s execution the Customer Acceptance of Work form.
4 Additional Service Terms
4.1 Managed Services
If you contract for Managed Services, the following additional terms apply to you:
4.1.1 Software Support
STG supports only software that is identified by STG in its sole discretion as indicated in the TSA. STG will notify Customer in writing which systems are currently supported. Any discontinued software or software identified by STG, in its sole discretion, as outdated will be deemed unusable and will not be supported. Any vendor-specific software supported by STG will not be serviced by STG unless the customer maintains a service agreement with the software vendor. Any software that STG resells will have a service contract associated with it. That service contract is between the Customer and that vendor, unless otherwise agreed by the Parties. STG recommends software after evaluating it, but STG cannot warranty or guarantee the software’s functionality or compatibility.
4.1.2 Hardware Support
STG reserves the right to refuse service for hardware that is no longer supported by the manufacturer or is identified by STG, in its sole discretion, as outdated.
4.1.3 Leased or loaned Equipment.
1) That all equipment listed as being leased or loaned to Customer by STG on the STG Equipment document shall remain sole property of STG. Customer will not attempt to sell, lease, encumber, resale, tamper, troubleshoot, repair, move, or add to such equipment without written permission of STG;
2) Upon termination of this Agreement, Customer shall return such leased or loaned property to STG within 10 days after the final cancellation date. STG may take possession of such equipment after such 10 days, and Customer shall compensate STG for expenses accrued during the recovery;
3) Customer shall not attempt, or cause to be attempted, any maintenance on any equipment of STG. Any tampering, repair, or service, except by STG, on such equipment constitutes a default under this Agreement;
4) Customer shall make reasonable attempts to keep equipment of STG safe, secure and protected while in its possession. Customer shall keep current insurance on equipment of STG while in Customer’s possession and list STG as an additional loss payee. Customer shall provide proof thereof to STG and provide a current copy of its insurance declaration sheet showing STG as a loss payee specifically for mobile equipment coverage.
5) Should Customer default under this Agreement, STG may enter Customer’s premises at any time and remove all of STG's hardware, and such entry will be deemed consensual and not a trespass. Customer shall fully cooperate and shall not interfere in any way with such removal. Customer shall not disturb the peace during such removal.
4.1.4 Customer Obligations
1) Provide free, safe and sufficient access to Customer’s facilities including ample working space, electricity, high-speed internet access, and a local telephone line;
2) Immediately notify STG upon learning of any significant problem with the performance of any network;
3) Cooperate with STG in connection with its performance of the Services by providing access to Customer’s physical premises as reasonably necessary;
4) Purchase software and hardware as may be reasonably necessary for the effective operation of its network;
5) Maintain a reasonable software and hardware solution for protection from virus and malware;
6) Perform the day-to-day tasks associated with creating archival or backup copies of data in a format and method acceptable to Customer if Customer declines STG’s Business Continuity Service;
7) Notify STG within a reasonable time regarding any change in the identity of Customer’s network administrator;
8) Allow STG to make basic decisions with regard to the security and functionality of the network, such as not allowing individual accounts to have administrative privileges;
9) Consult STG before any installation of software or changes to network;
10) Maintain appropriate licenses through the life of this Agreement;
11) Cooperate with STG and necessary third-party vendors in obtaining and maintaining licenses related to Services; and,
12) Comply with all federal, state, and local laws, rules, regulations, and requirements which are applicable to Customer and relate to the Services provided by STG, at its sole expense and without cost to STG.
Subject to the provisions of this Agreement, Customer shall bear all of the costs and expenses of maintaining and operating all technology systems of Customer without cost to STG.
4.1.5 Authorization to Maintain & Access Customer Devices
Customer acknowledges that in connection with its performance of the Services, STG will access when necessary, connect to and manage Customer’s supported devices via remote technologies (except where prohibited by law).
In connection with these Services, STG may perform remote management activities without first contacting Customer. These activities include, but are not limited to: updating or changing software drivers; installing and applying software patches; rebooting devices; deleting temporary files and clearing caches; starting or restarting application services; staging and executing scripts for automated maintenance routines; network performance tuning; transfer data associated with routine system tuning and upkeep between systems within a Customer’s network; and identify, collect and report on detailed data for devices on a network. Customer is responsible for notifying STG of a restriction of remote or on-site access, connections or management activities related to any supported device.
4.1.6 On-Site Support and Parts Availability
On-site support may not be available in all geographies and may be limited to commercial locations within supported geographies. Additional labor or parts costs may apply to supported non-STG devices subject to OEM support practices and level of customer warrant/service contract entitlement. Service parts may not be available for non-STG devices or may be available at additional costs.
4.1.7 Emergency Services
Unless stated in the TSA, Formal Quote and/or Scope of Work, STG provides after-hours service Saturday and Sunday and from 6:00 P.M. to 8:00 A.M, Monday through Friday. STG reserves the right to charge Customer additional fees for emergency services.
5 Loss of Data
Customer understands and agrees that the Services (including installation or repair of components to any system) may cause data or software programs in your environment to be damaged, destroyed or lost, whether directly or indirectly arising out of work performed on any systems within the environment during or after the Services are completed. Customer also understands and agrees that Customer is responsible for backing up all data and software programs in any system before any work is set to commence and that STG IS NOT RESPONSIBLE FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK arising out of the Services or support or any act or omission, including negligence, by STG or a third-party service provider.
6 Notification of Unauthorized Use
Customer will promptly notify STG in writing of any unauthorized use of Customer’s devices, hardware, network, accounts, or content that comes to Customer’s attention. In the event of any such unauthorized use by any third party that obtained access to the Customer’s network directly or indirectly, Customer will take all steps within Customer’s control as reasonably necessary to terminate such unauthorized use and will provide STG with such cooperation and assistance related to any such unauthorized use as STG may reasonable request.
7.1 STG’s Confidential Information
Customer acknowledges and agrees: (a) that any intellectual property, equipment, technology, and systems, plans, specifications, designs, trade secrets, and other documents and materials created pursuant to this Agreement, or related to Services performed hereunder and any information, work in progress, or other secret or confidential matter related to the business or projects of STG constitute confidential information (“Confidential Information”), and (b) that Customer shall maintain in strict confidence and shall not use, copy or disclose to any person, firm or corporation any such Confidential Information, unless such use, copying or disclosure is necessary to accomplish Services or has been authorized in writing by STG. In no event shall Customer disclose any Confidential Information to any competitor of STG.
7.2 Customer’s Confidential Information
Customer acknowledges and agrees: (1) in connection with the performance of the Services, (a) STG may access any information (including personal information) contained in Customer’s network, and (b) Customer may provide information (including personal information) to STG by telephone or otherwise; and, (2) Customer is authorized by law or otherwise to disclose the information to STG.
8 Intellectual Property
8.1 Ownership of Intellectual Property Rights
Unless otherwise stated in the TSA, Formal Quote and/or Statement of Work, any programming, copyrightable works, writings, drawings, designs or other works created or developed by STG or its personnel during the performance of this Agreement are the property of STG. Provided however, STG will not market the intellectual property unless it can do so without disclosing Customer’s confidential information.
8.2 Limited License
STG hereby grants a royalty free license for Customer to use the intellectual property of STG in connection with the Services and related uses contemplated in this Agreement. This limited license shall terminate upon termination of this Agreement and all intellectual property belonging to STG shall be immediately returned.
8.3 Proprietary Marks
STG’s logo, designs, graphics, icons, service marks, trademarks, trade names, commercial symbols and copyrights, as may presently exist, or which may be modified, changed, or acquired by us (collectively “Marks”) shall be owned by STG absolutely and in their entirety. Customer shall not use the Marks without STG’s prior approval.
9 Third-Party Vendors
STG works with third-party vendors to provide quality products and services to Customer. As a result, we are subject to third-party vendor agreements. Customer acknowledges and agrees to refrain from activities that could result in a breach of those agreements as a user of third-party vendor products and services. Activities that may result in a breach include, but are not limited to, reverse engineering and infringement on intellectual property rights.
Customer acknowledges and agrees to any terms Customer is subject to under third-party vendor agreements necessary to obtain Services from STG, including, but not limited to, end-user license agreements, warranties, cloud service plans, privacy policies, data use agreements, conduct agreements, subscription terms and conditions (e.g. Microsoft), and use policies.
STG will provide Customer on or before the Effective Date of this Agreement and from time-totime thereafter, as necessary, written notice of any limits imposed on Customer as a result of such third-party vendor agreements.
Customer shall not (1) reverse engineer any intellectual property, equipment, technology, and systems, plans, specifications, designs, trade secrets, and other documents and materials created pursuant to this Agreement in an effort to produce a competitive product and/or (2) directly contact vendors, service providers, contractors, software companies, or similar third-parties to obtain products and services which STG provides pursuant to this Agreement.
11 Payment, Fees and Invoicing
Customer will pay STG for the Services at the price and on the terms set forth in the Formal Quote and/or Statement of Work (“Payment”). The Payment does not include any sales, use, service, or similar taxes that may be payable by reason of the provisions of the TSA. Customer will pay all such taxes which may become due in connection with the Services. STG may add, collect, and remit sales tax from the sale of applicable products or services as required. The Payment does not include, and Customer will reimburse us for, reasonable and necessary cost of travel and out-ofpocket costs, including, but not limited to, photocopying, overnight courier, and unusual longdistance telephone calls.
11.2 Payment Information
You will keep its contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except as provided for in this Agreement.
11.3 Payment by Credit Card
If you are paying by credit card, you authorize STG to use a third party to process payments, and consent to the disclosure of your payment to such third party.
11.4 Managed Services Fees
11.4.1 Prepayment of Managed Services Fees
The per user Managed Service Fee will remain fixed during the Initial Term unless you (1) increase or decrease the number of users under your TSA or (2) you add or remove Services provided by STG. Unless otherwise agreed to by the Parties, you may only decrease the number of users under your TSA of the Services provided by STG, at the time of renewal.
Where a price changes applies to you, STG will charge or invoice you under the new price structure with the next renewal term, except as provided below under “Fee Adjustments During the Initial/Renewal Terms”. All Managed Service Fees are due and payable in advance throughout the Term of this Agreement.
11.4.2 Managed Services Fee Adjustments During the Initial/Renewals Term
The per user Managed Services Fee will increase during the course of the Initial/Renewal Term if you add Services during the applicable Term. We may choose to decrease your fees upon written notice to you.
Unless otherwise agreed to in writing, all other fees and/or charges are due upon Customer’s receipt of the invoice. A fee of one percent (1%) per month of the total invoice will be added to invoice amounts that are paid after thirty (30) days. If the Customer fails to make payment on any invoice within thirty (30) days of the date of an invoice, STG may mail a letter, certified mail, return receipt requested, to Customer at the address listed in STG’s records.
11.6 Non-Payment Suspension
If Customer’s account is more than sixty (60) days past due (except with respect to charges subject to a reasonable and good faith dispute as set forth below), in addition to any other rights or remedies it may have under this Agreement or by law, STG reserves the right to suspend its Services upon written notice, without liability to Customers, until such past due amounts are paid in full.
11.7 Billing Disputes
If Customer reasonably and in good faith disputes any portion of STG’s billing, it must provide written notice to us within ten (10) days of the billing date, identify the reason for the dispute, and the amount in dispute. Upon resolution, Customer must pay any unpaid amounts within ten (10) days. Amounts found to be in error resulting in an overpayment by the Customer will be applied as a credit against future charges.
All late payment will be subject to collection efforts. Customer must pay all costs of collection, including reasonable attorneys’ fees and costs.
12.1 Termination Without Cause
Either party may elect to terminate this Agreement by giving written notice to the other party of its intention to terminate said Agreement. STG must give notice to terminate without cause at least sixty (60) days prior to termination date. Customer must give notice to terminate without cause at least thirty (30) days prior to termination date. The sixty-day or thirty-day period runs from the date the non-terminating party receives the written notice of termination. Upon termination of this Agreement by Customer without cause, Customer shall pay STG a cancellation fee of an amount equal to the greater of either the remainder of the then applicable Term or the amount of six (6) months of the Managed Services Fee then in effect, without regard to termination date.
12.2 Termination for Cause and Right to Cure
Customer must notify STG in writing of any failure to perform any of our obligations pursuant to this Agreement. Customer may terminate for cause this Agreement only if STG materially defaults in our performance of any terms and conditions in this Agreement, Customer gives us written notice within fourteen (14) days of this material default, and we fail to cure this material default within a reasonable time of our receipt of your written notice of default. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies. Upon termination for cause by Customer, Customer shall pay STG for Services up to the date of the written notice of default.
STG shall be excused for failure to perform services or provide products herein if such services or products are prevented by acts of God, strikes, labor disputes, or other forces over which STG has no control.
STG shall be permitted to terminate for cause this Agreement at any time upon Customer’s breach of this Agreement, any related agreement, or upon Customer’s violation of any law governing the contents or application of this Agreement. Upon termination for cause by STG, Customer shall pay STG a termination for cause fee of an amount equal to the greater of either the remainder of the then applicable Term or the amount of six (6) months of the Managed Services Fee then in effect, without regard to termination date.
12.3 Consequences of Termination
Upon termination or expiration of this Agreement for any reason, all of Customer’s rights will terminate, and Customer will do the following:
1) Customer will immediately discontinue use of all STG intellectual property;
2) Customer will immediately discontinue use of all STG Confidential Information;
3) Customer will immediately return STG property; and,
4) All amounts owed by Customer shall become immediately due and owing.
12.4 Survival of Obligations
The rights and obligations of the Parties under SECTIONS 4.1.3, 5, 7, 8, 10, 13, 14, 15, 16, 17 and 18 shall survive the termination and/or expiration of this Agreement.
Recognizing the unique services provided by the employees of STG or its affiliates, Customer shall not, during the term of this Agreement and for one (1) year after termination of the Agreement, directly or indirectly, solicit or employ any person or persons employed by STG or its affiliates. Because damages for a breach of this provision can be difficult to determine, liquidated damages for hiring employees or STG or its affiliates in violation of this provision shall be in the amount of one (1) year of fees.
14 Limitations of Liability
SUBJECT TO APPLICABLE LAW, STG, ITS AFFILIATES AND/OR ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF INFORMATION OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET STG SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF STG, ITS AFFILIATES AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF STG, ITS AFFILIATES, AND ITS SUPPLIERS AND CUSTOMER’S EXCLUSIVE REMEDY.
STG assumes no liability for any websites or software, i.e. social networking, entertainment related sites or web-based email. Customer is ultimately responsible for deciding when, if or who has access to any of these additional Internet services.
The total liability of STG for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of STG, whether in contract, tort or otherwise, shall not exceed any amount equal to the amount actually paid by Customer to STG during the twelve (12) month period preceding the date the claim arises.
Customer agrees to protect, defend, indemnify and hold harmless STG, its officers, directors, employees, agents, investors, stakeholders, insurers, and all related entities for all damages, including attorney fees, from and against all claims, demands, and causes of action of every kind and character without limit resulting from the acts or omissions of Customer including the joint or concurrent negligence of any party related to Customer, under any theory of strict liability and defect of premises, arising in connection with this Agreement.
16 No Warranties
USE OF ALL INFORMATION, HARDWARE, SOFTWARE AND CONTENT IS ENTIRELY AT CUSTOMER’S OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE INFORMATION, HARDWARE, AND SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STG AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE HARDWARE OR SOFTWARE IS FIT FOR A PARTICULAR PURPOSE; TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE HARDWARE OR SOFTWARE. STG AND ITS AFFILIATES AND ITS SUPPLIERS DO NOT WARRANT THAT THE HARDWARE AND/OR SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO CUSTOMER, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
STG DOES NOT PROVIDE LEGAL ADVICE, AS SUCH, STG AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE HARDWARE OR SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
STG does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the information or software provided to Customer.
Customer acknowledges that no computer system or software can be made completely stable or secure, and that STG cannot guarantee the stability, safety or security of Customer’s network or data. STG warrants that the Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. Customer is solely responsible for implementing and monitoring appropriate operational and security procedures and for making appropriate backup copies of all data. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
17 Dispute Resolution
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The arbitration will be held in Oklahoma. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. If arbitration is necessary, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs from the other party.
18.1 Relationship of the Parties
Parties expressly understand that in the performance of the Services, STG and its agents and employees shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of the Customer. Nothing herein will create or imply an agency relationship between STG and Customer, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
Parties acknowledge that they are duly authorized by appropriate corporate action to enter into this Agreement and that this Agreement is being signed by duly authorized agents to act on their respective behalf.
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party.
All notices required under this Agreement must be in writing and shall be deemed received: (i) three (3) days after placement in the United States Mail by registered or certified mail, postage prepaid; (ii) the day after placement with a courier guaranteeing overnight delivery; or (iii) if sent by electronic mail transmission on the day of receipt if delivered (as indicated by delivery confirmation of the sender) by 5:00 p.m. Oklahoma City time, in each case addressed to the following:
Summit Technology Group LLC
909 S. Meridian Ave., Suite 560
Oklahoma City, OK 73108
To the address listed below the Customer’s signature block of the TSA, or if no address is provided at the principal place of business of the Customer.
18.5 Construction of Language
The language of this Agreement will be construed according to its fair meaning and not strictly for or against either party. All words used in this Agreement refer to whatever number or gender the context requires.
18.6 Governing Law and Venue
Customer acknowledges that this Agreement was accepted in the State of Oklahoma. Customer also acknowledge that it has and will continue to develop a substantial and continuing relationship with STG’s principal offices in Oklahoma, where STG’s decision-making authority is vested. This Agreement will be governed, to the extent permissible, by the laws of the State of Oklahoma without regard to the principles of conflicts of law.
STG may institute any action arising out of or relating to this Agreement in any state or federal court of general jurisdiction in the State of Oklahoma, and Customer irrevocably submits to the jurisdiction of these courts. If Customer institutes any action arising out of or relating to this Agreement, that action must be brought in a Court located in the County of Oklahoma, Oklahoma, unless that court will not accept jurisdiction over the case.
18.7 Attorney Fees
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs from the other party.
18.8 Entire Agreement
This Agreement constitutes the entire, full and complete agreement between the parties concerning the subject matter of this Agreement and supersedes any and all prior agreements. No amendment to this Agreement is binding unless it is in a written agreement that expressly indicates an intent to amend this Agreement and is executed by both parties.
18.9 Order of Precedence
In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the Statement of Work; (ii) the Formal Quote; (iii) the TSA; (iv) these Terms of Service; and (v) any other document expressly referred to in this Agreement which governs the Services.
If any provision of this Agreement is considered to be invalid or inoperative for any reason, that part will be deemed modified to the extent necessary to make it valid and operative, or if it cannot be modified, then severed, and the remainder of this Agreement will continue in effect as if the Agreement had been signed with the invalid portion modified or eliminated.
This Agreement will be binding upon and inure to the benefit of the parties, their legal representatives, heirs, administrators, executors, their permitted successors and assigns.