Terms of Service

Last updated: November 1, 2023

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS ("TOC, TOS"), IN WHICH CASE THE TERMS “YOU”, “YOUR”, “COMPANY”, OR “CUSTOMER” SHALL REFER TO SUCH ENTITY.

APPROVED VENDOR. Upon execution of this Agreement and compliance with its terms, Customer agrees that SOTA MSP shall be added to Customer’s list of approved vendors, when applicable.

MSA ("Managed Services Agreement"). If at any time Customer either verbally or through one or more written work orders, incidents, tickets or other instruments, requests SOTA MSP to supply or perform services outside of the work detailed in the MSA, and SOTA MSP agrees to perform those services, each such request regardless of form shall be deemed a ‘Custom Work Order’ governed by and subject to these Terms and Conditions. Agreements or stipulations in any Custom Work Order that are contrary to any of these Terms of Service shall be void, unless SOTA MSP and Customer have expressly agreed in writing that such stipulation shall supersede these Terms of Service.

Labor, Equipment, Materials, Supplies and Services

Upon receipt of a mutually agreeable MSA, SOTA MSP shall begin furnishing the services according to the specifications and requirements of this TOS and the MSA.

All services rendered by SOTA MSP hereunder shall be performed in accordance with industry standards as applicable to the region or area where the work is to be performed. All materials and equipment expressly furnished by SOTA MSP in the performance of services hereunder shall be free from material defects. SOTA MSP shall not be liable for claims arising from or relating to latent or unknown defects.

Any materials and equipment furnished, acquired, paid for or otherwise provided by Customer shall be free from material defects. Any of the materials, equipment or services found to be materially defective by SOTA MSP shall be removed, replaced or corrected by SOTA MSP with the express consent of the Customer.

Invoicing; Payment

Upon receipt of an invoice from SOTA MSP, Customer shall pay SOTA MSP for those services, equipment, and materials furnished by SOTA MSP at the rates specified in the approved MSA. SOTA MSP terms are pay on invoice, NET 10. Accounts not paid within terms are subject to a 10% late fee and 10% monthly finance charge thereafter. Customer shall notify SOTA MSP in writing of a bona fide dispute asserted in good faith as to one or more of the invoice items. If SOTA MSP has not received payment of the invoiced amount within 60 days from the date of the invoice, SOTA MSP shall be entitled to claim and pursue all available legal and equitable remedies against Customer to recover the invoiced amounts (except amounts in dispute), and shall be entitled to recover from Customer all invoiced amounts not in dispute, plus SOTA MSP’s collection and litigation costs (including attorney fees), plus interest on all amounts owed at the highest rate allowed by law. SOTA MSP has the right to modify pricing, at any time, with thirty (30) days advanced written notice.

30 Day Money-Back Guarantee – We stand by the quality of our Managed IT Services and are confident that you will be satisfied with your IT Subscription. If, for any reason, you are not happy with our Managed IT Services, we offer a 30-day money-back guarantee. Simply contact us by emailing contact@sotamsp.com within 30 days of your subscription start date and we will process a refund for the Managed IT Service subscription (less onboarding fee) to the original payment method.

In some cases — generally when network cabling or hardware/software installation work is part of a MSA, a down payment will be required prior to work beginning. In such cases, the down payment amount will be clearly listed on the MSA that is presented to the Customer.

Customer understands and agrees to the following: All or a portion of any down payment will be used for discovery, research and review of any and all components necessary for the completion of any custom development work. This includes, but is not limited to, review of requirements, documentation of Customer’s systems and/or integrations, API review, communications with third parties and more. If SOTA MSP, at their own discretion, is unable to complete the work as outlined in the MSA, for any reason, any down payment received is non-refundable, unless otherwise agreed upon by the Customer and SOTA MSP.

Quotes &/or Estimates

Quotes &/or estimates are not guaranteed. They only approximate the project requirements defined in conjunction with the Client. The Client acknowledges that any cost, other estimates, or forecasts provided by SOTA MSP, are subject to change and are contingent upon factors, including without limitation, cost of labor, cost of materials or equipment, pricing methods used by third parties, and market conditions, over which SOTA MSP has no control. The actual cost may change after all project elements are negotiated and finalized.

Returns and Exchanges

SOTA MSP offers a 10-day return and 30-day defective exchange on most products. Please see the list below for specific details on each product.

Returns for refunds must include complete original packaging and contents, including accessories, manuals, software, and any gifts or codes from the initial purchase. All items must be in original, re-salable condition including original software and operating system and accompanied by the original invoice. Incomplete or physically damaged products will not be accepted. Refunds will be processed onto the original payment method, excluding shipping and handling fees if applicable.

Certain items are non-returnable, including printers with opened ink or toner cartridges, clearance items, custom-built systems, custom order items, cable modems, service, delivery, and installation fees, digital downloads (including digital software and video games), as well as seasonal holiday goods.

Note: Select products may need manufacturer verification on defects before processing the returns.

  • Motherboard, Processor, CPU Cooler, RAM, Hard Drive, Solid State Drives (2.5” SSD, M.2, mSATA, NVMe etc.), Power Supply, Video Card.
    • Return Period: 10 days (Unopened)
    • Defective Exchange Period: 30 days
  • Desktop Computers, Laptops, and Monitors
    • Return Period: 10 days (Unopened)
    • Defective Exchange Period: 30 days
    • Burnt or bright pixel policy on Monitors and Laptop screens are based on manufacturer-defective standard.
  • Computer Accessories: Mouse, Keyboard, Speakers
    • Return Period: 10 days (Unopened)
    • Defective Exchange Period: 30 days
  • Software: Operating Systems, Microsoft Office, etc.
    • Return Period: 10 days (Unopened)
    • Defective Exchange Period: N/A
    • Digital or Downloadable content and product keys are non-refundable and non-returnable.
  • Portable Storage Media, Hardware, Memory, and Storage cards
    • Return Period: 10 days (Unopened)
    • Defective Exchange Period: 30 days
  • Printers, Scanners, Ink, and Toner
    • Return Period: 10 days (Unused/Unopened)
    • Defective Exchange Period: 30 days
  • Custom Order Products and Custom Built Systems
    • Custom Order products are not eligible for returns.
    • Defective Exchange Period: 30 days

Change in Specification

The Customer may request that changes be made to any work as detailed in a provided MSA. If the Customer requests such a change, SOTA MSP will use its best efforts to implement the requested change at no additional expense to the Customer and without delaying the delivery of any services. In the event that the proposed change(s) will, in the sole discretion of SOTA MSP, require a delay in the delivery of any service or would result in additional expense to the Customer, then SOTA MSP shall confer with the Customer and the Customer shall, in its discretion, elect either to withdraw the proposed change(s) or require SOTA MSP to complete the work with the proposed change(s) and accept and approve the delay and/or additional expense.

Support Response Times

In some cases, whether it’s for Managed IT or other technology service, support requests can be made to SOTA MSP by the Customer. In such cases, the initial response times for such requests are as follows:

  • Business Hours: up to 1 hour initial response time
  • Outside Business Hours: up to 2 hours initial response time
  • Holidays: up to 4 hours initial response time

* Response time MSA's only apply to requests from customers that are contracted to monthly IT Support subscriptions.

Independent Contractor

SOTA MSP shall be deemed an independent contractor with respect to any and all work performed under these Terms of Service and any MSA. It is the express understanding and intention of the parties that no relationship of master and servant or principal and agent shall exist between Customer and the employees, agents, or representatives of SOTA MSP or between SOTA MSP and the employees, agents, or representatives of Customer.

Ingress and Egress

Customer shall secure for SOTA MSP rights of ingress and egress to the building, office, suite or tract of land on which the work to be performed is located. The customer shall advise SOTA MSP of any limitations or restrictions to ingress and egress, and SOTA MSP, its employees, agents, or sub-contractors shall abide by such limitations and restrictions. Should SOTA MSP be denied access to any location for any reason not within the reasonable control of SOTA MSP, the Customer shall compensate SOTA MSP for time lost by such denial at SOTA MSP's hourly rate, 1 hour minimum.

Compliance With Laws

Customer and SOTA MSP each agree to comply with all laws, rules, and regulations applicable to these Terms of Service or the performance of work hereunder as detailed in any MSA. If either party is required to pay any fine or penalty resulting from the other party’s violation of such laws, rules or regulations, the party who committed the direct violation shall immediately reimburse the other for any such payment.

Force Majeure

Except for the duty to make payments hereunder when due, and the indemnification provisions under these Terms of Service, neither Customer nor SOTA MSP shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in these Terms of Service, ‘Force Majeure Event’ shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either party. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under these Terms of Service. Neither Customer nor SOTA MSP shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

Intellectual Property

Regarding Managed IT Services or other non-Online Presence work, SOTA MSP retains all intellectual property rights in any property invented or composed in the course of or incident to the performance of SOTA MSP’s work required under these Terms of Service or any associated MSA. Customer acquires no right or interest in any such intellectual property, by virtue of these Terms of Service or the work performed as dictated by any associated MSA or any additional Custom Work Order.

Where website design and custom development work is performed, the Customer shall be the owner of all rights, title and interest in any intellectual property in the website and the services provided. SOTA MSP acknowledges and agrees that the website and other material will contain valuable proprietary rights and disclaims all rights in such rights. Custom development work shall follow the same confidentiality guidelines where appropriate.

Intellectual Property Warranty

SOTA MSP warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of duties outlined by any MSA. The Customer warrants and represents that any content provided to SOTA MSP, including any text, images, image files, audio or video files, or any other content, shall not violate the intellectual property rights of any third party and the Customer shall indemnify SOTA MSP against any claim that results from the providing of such allegedly infringing content.

Custom Development Software License

Unless otherwise agreed upon, SOTA MSP grants Customer a non-exclusive license to use any custom-developed software. SOTA MSP, together with any third parties whose software code is incorporated into any custom-developed software, retains all rights, title, and interest to the custom-developed software including, but not limited to, copyrights, trademarks, proprietary methods, and trade secrets incorporated into the custom development.

Third-Party Services

In the event that Customer signs up for any third-party services through SOTA MSP, Customer shall be bound by the Terms of Services as specified by that third-party. SOTA MSP shall not amend any third-party service Terms, and shall make the Terms of Service for said third-party services available to the Customer, either explicitly or by linking to the Terms of Service. As such, it is the Customer’s responsibility to review and agree to these Terms of Service prior to signing up through SOTA MSP, and SOTA MSP shall have no liability for any issues Customer has with a specific third-party service.

Regarding refunds, in the event Customer signs up for any third-party services offered by SOTA MSP, and those services have any pre-paid term or length if Customer cancels services with SOTA MSP during this pre-paid term Customer is not eligible for any fees paid for that service as based on the Agreements entered into with the providers of such third party service.

Insurance

At all times, SOTA MSP shall, at its own expense, maintain with an insurance company or companies authorized to do business in the state where the work is to be performed, or through a funded or state approved self-insurance program, insurance coverage of the kind and in a minimum amount commensurate with industry standards. SOTA MSP agrees to have its insurance carrier furnish Customer a certificate or certificates evidencing insurance coverage, upon the request of the Customer, in accordance with the requirements of this Agreement.

Taxes and Claims

SOTA MSP agrees to pay all taxes, licenses, and fees levied or assessed on SOTA MSP incident to the performance of the MSA by any governmental agency and unemployment compensation insurance, old-age benefits, social security, or any other taxes upon the wages of SOTA MSP, its agents, employees, and representatives.

Customer agrees to pay all taxes, licenses, and fees levied or assessed on Customer incident to the performance of the MSA by any governmental agency and unemployment compensation insurance, old-age benefits, social security, or any other taxes upon the wages of Customer, its agents, employees, and representatives.

SOTA MSP agrees to pay all claims for labor, materials, services and supplies incurred by SOTA MSP and agrees to allow no lien or charge to be fixed upon any property of Customer. SOTA MSP agrees to indemnify, protect, defend, and hold Customer harmless from and against all such claims, charges and liens.

Indemnity

SOTA MSP agrees to protect, defend, indemnify and hold harmless Customer, its officers, directors, employees or their invitees, and any working interest owner for whom Customer is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of SOTA MSP’s or its sub-contractors’ performance or non-performance of these Terms of Service and any associated MSA, except for such as may be caused by the negligence of Customer, its agents or employees. SOTA MSP’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Customer. If it is judicially determined that the monetary limits of the insurance required hereunder or of the indemnities voluntarily assumed in this Paragraph (which SOTA MSP and Customer hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnities, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law.

Customer agrees to protect, defend, indemnify and hold harmless SOTA MSP, its officers, directors, employees or their invitees, and any working interest owner for whom SOTA MSP is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Customer’s or its sub-contractors’ performance or non-performance of these Terms of Service and any associated MSA, except for such as may be caused by the negligence of SOTA MSP, its agents or employees. Customer’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by SOTA MSP pursuant to Section 10 above. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily assumed under this Section (which SOTA MSP and Customer hereby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnities, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law.

Customer and SOTA MSP each waive any right to special, indirect and consequential damages against the other party hereto.

Termination of Work

Customer may, upon sixty (60) days advance written notice, in its sole discretion, terminate work covered by any work order issued hereunder. In such event, SOTA MSP shall be paid at the applicable rates stipulated in SOTA MSP’s Rate Schedule or as the parties otherwise agree, for services rendered up to the date of such termination.

Should either party cancel, and work then being performed pursuant to any associated MSA or Custom Work Order extends past such sixty (60) day period, then the cancellation shall not be effective until that work is completed or other arrangements are made between Customer and SOTA MSP.

Any specific non-standard (month to month) service terms specified in a service agreement shall automatically renew for successive one (1) year periods unless either party informs the other party in writing of its intent not to renew such service at least ninety (90) days prior to the scheduled expiration of the then-current Service Term.

Backup Acceptable Use

You hereby agree to acknowledge and abide by these Acceptable User policies. SOTA MSP, as a backup provider, reserves the right to determine, at our sole discretion, whether you have violated any of these terms and take whatever action we deem appropriate.

As a user of the service, You agree as follows:

  • Transmission, storage or presentation of any information, data or material in violation of any applicable law or regulation is prohibited.
  • You will use good business judgment in your conduct.
  • You will not create and/or store any malware, viruses or other potentially damaging files that may cause a disruption to the service or any disruption to the viable working of others.
  • You will not act in any way or manner that might subject SOTA MSP to unfavorable regulatory action, subject Us to any liability for any reason or adversely affect Our public image, reputation, standing or otherwise, as determined by Us at Our sole discretion.

We do not review, edit, censor or take responsibility for any information You or Your end-users create, store, or otherwise make available in Your business. As a result, We cannot, and do not, accept any responsibility from You or Your end-users or any third parties resulting from inaccurate, unsuitable, offensive or illegal content or transactions. We specifically reserve the right to refuse to provide the Service to You or anyone engaged in the dissemination of material that may cause Us to be subject to attacks on Our network, or that while technically legal, run counter to Our corporate principles. This type of content may include, but is not limited to, racist, pornographic, hateful material or those which create customer service or abuse issues for Us.

Confidentiality

The parties shall hold these Terms of Service and any MSA issued hereunder confidential and shall only disclose the same as required by law. Information obtained by SOTA MSP in the conduct of any work performed shall be considered confidential and shall not be divulged by SOTA MSP or its employees, agents or sub-contractors, to any person, firm, or corporation other than Customer’s designated representatives. Information obtained by Customer in the conduct of any work performed shall be considered confidential and shall not be divulged by Customer or its employees, agents or sub-contractors, to any person, firm, or corporation other than SOTA MSP’s designated representatives.

General and Specific Disclaimers

THE PRODUCTS AND SERVICES PROVIDED BY SOTA MSP ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. We DO NOT WARRANT (AND SPECIFICALLY DISCLAIM) THAT THE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE PRODUCTS AND SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DEFECT, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE PRODUCTS AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE OR THAT THE PRODUCTS AND SERVICES GENERALLY WILL BE SECURE. WE DO NOT WARRANT THAT THE PRODUCTS AND SERVICES: (i) WILL RUN PROPERLY ON, OR BE COMPATIBLE WITH, ALL HARDWARE OR INFORMATION TECHNOLOGY ENVIRONMENTS; OR (ii) WILL MEET YOUR NEEDS OR REQUIREMENTS.

IN ADDITION,

(a) YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION AND USE OF AND RESULTS OBTAINED FROM THE PRODUCTS AND SERVICES.
(b) YOUR USE OF THE PRODUCTS AND SERVICES ARE AT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR ENVIRONMENT, ANY HARDWARE PROVIDED AS PART OF THE PRODUCTS AND SERVICES, AND THE LOSS OR DAMAGE OF YOUR SPECIFIC CONTENT AND/OR DATA.
(c) REGARDING OUR BACKUP SERVICES, YOUR CONTENT AND/OR DATA MAY NOT BE AVAILABLE OR RESTORABLE IF:
(i) THE COPYING, SYNCING, TRANSFERRING, OR UPLOADING (COLLECTIVELY, “BACKUP”) OF YOUR CONTENT AND/OR DATA HAS NOT COMPLETED;
(ii) FOR FILES, FOLDERS, DATABASES, SERVERS, OR DRIVES (COLLECTIVELY, “DEVICE” OR “DEVICES”) THAT ARE NOT SELECTED FOR AUTOMATIC BACKUP OR ARE NOT PART OF THE AUTOMATIC BACKUP PROCESS, YOU DO NOT INFORM US IN WRITING OR YOU FAIL TO MENTION CERTAIN FILES, FOLDERS, DEVICES, DATABASES, SERVERS OR DRIVES FOR BACKUP;
(iii) YOU DELETE CERTAIN CONTENT AND/OR DATA FROM YOUR DEVICE AND DO NOT RESTORE IT AFTER DELETION PURSUANT TO OUR OR YOUR OWN DATA RETENTION POLICIES, OR IF A DEVICE, DRIVE, DATABASE OR SERVER IS DELETED OR OTHERWISE REMOVED, EITHER INTENTIONALLY OR UNINTENTIONALLY, OR DUE TO A FAILURE OF THE DEVICE, DRIVE, DATABASE OR SERVER;
(iv) YOU MOVE CONTENT AND/OR DATA TO A LOCATION ON ANY DEVICE THAT IS NOT PART OF THE BACKUP CONFIGURATION, OR YOU UPGRADE THE OPERATING SYSTEM OF A DEVICE THAT RESULTS IN CHANGES TO YOUR FILE MAPPING OR ACCESS TO THE DEVICE;
(v) YOUR CONTENT AND/OR DATA IS CORRUPTED;
(vi) YOUR DEVICE IS UNABLE TO ACCESS THE INTERNET OR NETWORK SERVICE OR HAS EXPERIENCED INTERMITTENT OR SLOW INTERNET CONNECTION;
(vii) YOUR DEVICE OR HARDWARE IS UNABLE TO MAKE A CONNECTION WITH OUR SERVERS OR NETWORK;
(viii) YOU TERMINATE OR FAIL TO RENEW YOUR SUBSCRIPTION TO ANY PRODUCT OR SERVICE, OR YOUR ACCESS TO THE PRODUCTS AND SERVICES HAS OTHERWISE BEEN TERMINATED OR SUSPENDED.
(d) THE PRODUCTS AND SERVICES MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT SOTA MSP DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (i) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR COMPONENTS; OR (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR CUSTOMER CONTENT, WEBSITES, DEVICES AND NETWORKS. YOU ACKNOWLEDGE AND AGREE SOTA MSP IS NOT RESPONSIBLE FOR SUCH ACTIVITIES.
(e) YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF THE YOUR ACCOUNT, YOUR CONTENT, DEVICES AND ANY HARDWARE PROVIDED AS PART OF THE PRODUCTS AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT SOTA MSP SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE ACCOUNT INFORMATION OR OTHER INFORMATION, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO RECEIVE CRITICAL COMMUNICATION ABOUT THE PRODUCTS AND SERVICES.
(f) YOU ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOTA MSP OR ANY SOTA MSP EMPLOYEE, PARTNER OR AGENT WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOTA MSP (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SOTA MSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

No Waiver

No waiver by either party of any of the provisions or conditions of these Terms of Service shall be effective unless a waiver is in writing and signed by an authorized representative of both parties.

Assignment

Neither party shall assign these Terms of Service or any associated MSA, either in whole or in part, without the express prior written consent of the other party hereto. Any such attempted assignment shall be void.

Severability

In the event any provision of these Terms of Service is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and these Terms of Service, as so modified, shall continue in full force and effect.

Jurisdiction; Venue; Waiver of Jury Trial

These Terms of Service shall be governed, construed, and interpreted in accordance with the laws of the state of Texas without regard to any choice of law provisions. Any claim or lawsuit arising from or relating to these Terms of Service shall be filed and maintained in a court of competent jurisdiction in Cooke County. To the extent allowed by law, the parties each waive their right to a jury trial for any matter arising from or relating to these Terms of Service.

Other Contracts

Unless the parties have expressly agreed otherwise, these Terms of Service shall not apply to, and shall not alter, modify or supersede any other Terms of Service between the parties.