Master Services Agreement
Last Modified: March 25, 2024
This Master Services Agreement (this “Agreement”) is made and entered into between viaPeople, Inc., a New Jersey corporation ("viaPeople"), with an address at 101 Morgan Lane Plainsboro, NJ 08536 and Company (“Company”).
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Introduction
This Agreement, along with the applicable Work Orders, (as hereinafter defined) governs Company’s use of software developed and owned by viaPeople and the provision of related services by viaPeople for Company. All of the products and services contemplated by this Agreement shall be made available to Company’s worldwide affiliates, defined as all worldwide entities controlling, controlled by, or under common control with Company. The specific software products and modules that Company is authorized to use, together with any updates or related documentation (collectively, the “Software”) and related services (“Professional Services”) are set forth on the applicable Work Order (each a “Work Order”). Each such Work Order shall be attached to this Agreement and is hereby incorporated herein. The parties may agree in writing from time to time to include additional software or services under this Agreement or to modify Company mode of subscription or access by executing additional Work Orders, which shall be attached and subject to this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any Work Order, the terms and conditions of this Agreement shall govern unless specifically overridden by the terms and conditions of a Work Order.
2. Grant of Rights; Restrictions; Security
2.1. Subject to the terms and conditions of this Agreement and the applicable Work Order, viaPeople grants Company, and Company accepts, a nontransferable and nonexclusive right to access and use the Software specifically identified in the applicable Work Order for the sole purpose of the assessment and development of Company employee base (but not for any other purposes nor to process information for any other entity). Company may access and use the Software solely through an approved web site identified by viaPeople in writing from time to time (the “Site”).
2.2. The Software may be used and accessed only by Company’s employees, non-employee temporary personnel, agents, and contractors (“Permitted Users”) using the Software for its intended purpose. The number of Permitted Users shall not exceed the number of Permitted Users for which a subscription fee has been paid as set forth on the applicable Work Order. Company shall not permit any contractors of Company who have access to the Software to use the Software for their own business operations or employees. Company shall not permit the Software to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party, other than Company affiliates.
2.3. viaPeople reserves all rights to the Software and the Site not specifically granted herein.
2.4. viaPeople may, in its sole discretion, at any time and without any liability to Company, deny, remove or limit access to any Permitted User who fails to abide by the viaPeople acceptable use terms attached as Attachment A, uses the Software or Site in violation or threatened violation of law, or who otherwise tampers with or abuses the Site or the Software, provided that viaPeople provides Company Human Resources Department advance notice and an opportunity to prevent or correct the failure or violation. If viaPeople determines or suspects that Company operating environment is or may be jeopardizing the security of the viaPeople system or may be causing data errors due to Company systems or network-related technical issues, viaPeople may, in its sole discretion, at any time, deny, remove or limit Company access to the site or terminate this Agreement.
2.5. In addition to the foregoing, viaPeople shall implement and maintain administrative, technical and physical safeguards (the “Security Procedures”) designed to: (i) ensure the security and confidentiality of Confidential Information and of “Nonpublic Personal Information” (as that term is defined under Section 6809(4) of the Gramm-Leach-Bliley Act, and its applicable implementing regulations); (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information and Nonpublic Personal Information; and (iii) protect against unauthorized access to or use of Confidential Information and Nonpublic Personal Information that could result in harm or inconvenience to Company, its employees, customers or consumers. viaPeople shall identify to Company a viaPeople representative who will serve as a 24/7 data security contact.
2.6. viaPeople warrants and covenants that its Security Procedures will, at all times during the effective term of this Agreement, (i) comply with all laws and regulations applicable to viaPeople, (ii) meet or exceed the information security standards and practices that are commonly utilized by the reputable service providers in viaPeople’s industry that have access to Confidential Information or Nonpublic Personal Information, and (iii) in no event offer less protection than that which viaPeople affords to its own confidential information and materials.
2.7. viaPeople further agrees that, unless otherwise agreed by Company in writing, it will not modify the Security Procedures in any way that might reasonably be expected to materially reduce the overall scope or level of security protections implemented by viaPeople.
2.8 If viaPeople becomes aware of any actual or reasonably suspected unauthorized access to Confidential Information and/or Nonpublic Personal Information (an “Incident”),
viaPeople will take appropriate actions to contain and mitigate the Incident, including notification to Company as soon as possible, but at most within twenty-four (24) hours of learning of the Incident (subject to any delay requested by an appropriate law enforcement agency), to enable Company to expeditiously implement its response program. Upon request of Company, viaPeople will cooperate with Company to investigate the nature and scope of any Incident and to take appropriate actions to mitigate, remediate and otherwise respond to the Incident or associated risks. Without limiting the foregoing, Company shall make the final decision on whether and how to notify any Company employees, customers, consumers and/or the general public of any such Incidents, subject to applicable law.
2.9 Subject to viaPeople’s security and confidentiality obligations as described in Sections 2, 7, 8 and 9 of this Agreement, Company hereby grants to viaPeople a nontransferable and nonexclusive right and license to use, reproduce, transmit, display, and make derivative works of any and all Performance Data (as defined in Section 7.2) prepared by Company through the use of, stored by Company in connection with, or transmitted by Company by or through, the Software and/or the Professional Services for purposes of making the Software and/or Professional Services available to Company and for analytic, statistical, security, quality control and similar purposes.
3. Services
viaPeople agrees to provide the Professional Services, including any start-up, installation, and implementation and training services as set forth in the applicable Work Order attached hereto and incorporated by reference.
4. Additional Company Obligations
4.1. Unless otherwise agreed in writing by the parties, Company shall have sole responsibility for: (a) acquiring and maintaining its own technology environment, including but not limited to PC's, operating systems, servers, internet access, local area networks, and wide area networks; (b) any and all costs and fees in connection with accessing and using the Software, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any and all equipment used by Company in connection with the Software; (c) ensuring that Company and Company’ employees comply with all laws applicable to Company’s business, including but not limited to privacy laws, in their use of the Software and Services. viaPeople is not responsible for any data errors, service interruptions, breaches of security or disclosures of confidential information that may be related to any systems or network failures to the extent caused by Company's employees or operating environment and not caused by viaPeople’s personnel, Software, Professional Services, or operating environment.
4.2. Company shall provide viaPeople with access to Company technical personnel and facilities, as necessary for viaPeople to perform its obligations under this Agreement. Company will assign a representative of its Information Technology department to participate in the planning process for the use of the viaPeople hosted software. The IT representative will be responsible for the coordination of any internal systems or network configuration changes or additions to Company operating environment that may be deemed necessary for Company systems to be compatible with viaPeople’s hosted solutions.
4.3. Each Permitted User shall access the Software using a unique user ID and password which shall be assigned by viaPeople. Company will not allow any two Users to access the Software with the same user ID and password. It is Company’ sole responsibility to ensure that each Permitted User uses only the user ID assigned to him/her and does not disclose his/her user ID to any third person.
4.4. viaPeople shall have no obligations under this Agreement to the extent any nonconformance of, or error in, the Software is caused by: (a) use of any attachment, feature, hardware, software, or device not provided by viaPeople in connection with the Software; (b) any use of the Software that is not in accordance with this Agreement; (c) failure to provide a suitable use environment for use with the Software; or (d) use of the Software on any systems that do not conform to specifications provided to Company by viaPeople.
5. Fees and Expenses
5.1. Company shall pay viaPeople the fees set forth in an applicable Work Order (the “Fees”) in accordance with the terms and conditions in the applicable Work Order.
5.2. Company shall be responsible for any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement, including but not limited to state and local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or payable by viaPeople, but excluding taxes based upon the net income of viaPeople. Company will make all payments due without right of set-off or chargeback.
5.3. All payments to viaPeople hereunder shall be in U.S. dollars. Any invoices not paid within forty-five (45) days of the due date shall accrue interest at the lesser of: (i) 1 ½% per month or (ii) the highest rate permissible under applicable law from the date such invoices were due.
6. Support and Maintenance
6.1. Company acknowledges that the Site and the Software may occasionally require upgrades to facilitate improved service. Company agrees to accept any such upgrades to the Site and the Software. viaPeople will use commercially reasonable efforts to perform support, upgrades and maintenance during non-business, weekend hours where possible, and will notify Company in advance of any scheduled maintenance or downtime of the Site or Software which may affect Company’s use of the Site or Software.
7. Ownership
7.1. As between Company and viaPeople, Company acknowledges that viaPeople is the sole owner of all intellectual property rights in and to the Software and the Site, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated therewith. Except as expressly authorized in this Agreement, Company will not copy, modify, distribute, sublicense, transfer, display, rent or unbundle the Software. In addition, Company will not reverse engineer, decompile or disassemble the Software, and will not otherwise attempt to reconstruct or discover the source code for the Software. viaPeople reserves all rights in the Software not expressly granted to Company hereunder.
7.2. All raw data, and any derivative works thereof (including without limitation excerpts, performance reports, aggregations and summaries) related to Company or Company’s employees collected by viaPeople as a result of Company’s use of the Software or in the performance of the Professional Services (the “Performance Data”) shall be the exclusive and confidential property of Company. viaPeople will not use or disclose Performance Data except as expressly authorized in this Agreement.
7.3. Company acknowledges and agrees that Company shall have no right, title or interest of any kind in or to any improvements or enhancements to or increased functionality of the Software or the Site, developed or used during the course of the performance of this Agreement or thereafter, even if based upon suggestions, recommendations or other feedback from Company or its Permitted Users. Further, any product, invention, discovery, computer software program, process, method or other technology developed during the course of the performance of the Professional Services by viaPeople or by viaPeople and Company jointly shall be and remain the sole property of viaPeople unless otherwise agreed to by the parties on the applicable Work Order.
8. Confidentiality
8.1. “Confidential Information” means any information or data relating to the business and operations of the disclosing party (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement. Confidential Information of viaPeople includes, but is not limited to, the terms of this Agreement; the Software; the documentation for the Software; and viaPeople’s pricing, terms, and business and marketing strategies. Confidential Information of Company includes, but is not limited to, the Performance Data and any personally identifiable information about Company employees. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was demonstrably previously known by the receiving party as shown by its written records or otherwise; or (d) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party.
8.2. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in confidence; (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information; (c) take all reasonable necessary measures to protect the disclosing party’s Confidential Information; and (d) at the request of the disclosing party, return all Confidential Information of such disclosing party, including all summaries and copies thereof, except as required by law or regulation. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall inform the other party prior to any such required disclosure, to the extent permitted by law, and reasonably cooperate with the disclosing party if it wishes to respond or object to the disclosure. Notwithstanding the foregoing, viaPeople shall have no liability for any disclosure of Performance Data which is disclosed by Company’s employees or agents, other Permitted Users or by other means not within the reasonable control of viaPeople, or which viaPeople discloses at the written instruction of Company.
9. Aggregate Data
Subject to Subsection 7.2 and Section 8 of this Agreement, Company agrees that viaPeople may create and use any anonymized, non-personally identifiable Performance Data, in aggregated form only, for research and comparative purposes, and to compile, publish and disseminate materials created from such research, including but not limited to the publication of industry standards reports and comparison summaries (which materials may be provided by viaPeople to Company and third parties), and for such other purposes as viaPeople may desire; provided that viaPeople will not identify Company (by name or otherwise) as a source of the information, no specific references to Company or Company employees or temporary personnel (by name or otherwise) shall be made, and no personally identifiable user or Company information shall be disclosed in connection with any of the activities described in this Section 9.
10. Term and Termination
10.1. This Agreement shall commence upon the Effective Date and continue for the longer of one year thereafter or as provided in an applicable Work Order (the “Initial Term”). This Agreement may be renewed for additional one-year renewal terms with the execution of subsequent annual subscription agreements or, if the Work Order so provides, by automatic renewal unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the end of the then-current annual term. Each Work Order shall specify the termination date for the services or subscriptions and prices set forth on such Work Order.
10.2. Either party may terminate this Agreement for breach of a material term or condition of this Agreement upon giving thirty (30) days written notice identifying specifically the basis for such notice, provided that the breaching party shall not have cured such breach within the thirty (30) day period; provided however that if the material breach is Company’s failure to pay, the notice and cure period shall be sixty (60) days.
10.3. In addition, either party may terminate this Agreement immediately upon written notice if the other party ceases doing business or makes a general assignment of a substantial portion of its assets for the benefit of its creditors or a bankruptcy, liquidation, receivership or similar proceeding is instituted by or against the other party.
10.4. No termination of this Agreement shall affect any obligation or liability of either party which accrued prior to such termination. IF Company terminates this Agreement prior to the end of the Initial Term or a renewal term without cause, or if viaPeople terminates this Agreement prior to the end of a term due to a material breach by Company, Company shall be liable for all unpaid fees owed by Company for the remainder of the then-current term, as well as costs and other expenses incurred by viaPeople through the effective date of termination. Such unpaid fees shall be deemed liquidated damages to viaPeople for such early termination and do not constitute and are not intended to be a penalty and shall be paid by Company within sixty (60) days of receipt of an invoice for same.
10.5. Upon termination or expiration of this Agreement or the Software subscription term, Company may request, and viaPeople
shall return to Company, its Performance Data in one of three forms of file transfer; CSV, Excel or XML, and any other written or electronic Company Confidential Information. Company may request one copy of the Performance Data; any requests for additional copies, special reports or transferring the Performance Data in a custom format will be billed at the current viaPeople technical development daily rate. If Company requests that viaPeople provide Performance Data and or reports to any third party, there will be a minimum charge of one (1) day of technical development at the current daily rate.
10.6. The terms provided in Sections 7, 8, 9, 10, 12, 13, and 14 of this Agreement shall survive any termination or expiration of this Agreement.
11. Limited Warranty
11.1. viaPeople warrants that (i) the Professional Services will be performed by suitable, qualified and experienced personnel in a professional and workmanlike manner and (ii) the Software will conform in all material respects to its specifications included in a Work Order between the parties and to the user documentation for the Software .
11.2. EXCEPT AS PROVIDED IN SUBSECTION 11.1, THE SOFTWARE IS PROVIDED OR BEING REMOTELY ACCESSED AS IS AND VIAPEOPLE MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. VIAPEOPLE MAKES NO WARRANTY THAT ACCESS TO OR USE OF THE SOFTWARE SHALL BE ERROR-FREE OR SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY VIAPEOPLE, ITS AGENTS, OR ITS EMPLOYEES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT. VIAPEOPLE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE QUALITY OR CONTINUITY OF THIRD PARTY TELECOMMUNICATIONS, INFORMATION SYSTEMS, OR SERVICES, OR THIRD PARTY INTERNET OR TELECOMMUNICATIONS SERVICES, OR OTHER TECHNOLOGY OUTSIDE VIAPEOPLE’S REASONABLE CONTROL. Company ACKNOWLEDGES THAT THE INTERNET IS NEITHER OWNED NOR CONTROLLED BY ANY ONE ENTITY AND THAT VIAPEOPLE CANNOT AND DOES NOT THEREFORE GUARANTEE UNINTERRUPTED SERVICES OR THAT ANY GIVEN USER WILL BE ABLE TO ACCESS THE SITE OR THE SOFTWARE AT ANY GIVEN TIME.
11.3. EXCEPT AS PROVIDED ABOVE, VIAPEOPLE MAKES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR THE PROFESSIONAL SERVICES.
12. Indemnification
12.1. viaPeople shall indemnify and hold Company and its affiliates, and their collective officers, employees and agents (the “Company Indemnitees”) harmless from and against any and all third-party claims or lawsuits (“Claims”), and pay any losses, damages, costs and expenses (including attorneys’ fees) arising out of such Claims (“Losses”), where the Claim is based upon (i) a breach by viaPeople of its data security or confidentiality obligations under this Agreement, or (ii) as provided in Subsections 12.3 and 12.4 below, any actual or alleged infringement of intellectual property rights by viaPeople; or (iii) any negligent or intentionally wrongful acts or omissions on the part of viaPeople.
12.2. Notwithstanding the foregoing, Company acknowledges and agrees that: (i) the Software is a tool that is not intended to replace the skills and judgments of Company; (ii) Company alone shall be responsible for the accuracy and adequacy of information and Performance Data furnished by Company for processing, and any use made by Company by the output of the Software or any reliance thereon (except as to the erroneous alteration of the Company-provided Performance Data by viaPeople, the Software, or the Professional Services) and (iii) Company assumes all risks and liabilities for all decisions made with the aid of or as a result of Company use of the Software (except as to the erroneous alteration of the Company-provided Performance Data by viaPeople, the Software, or the Professional Services). viaPeople shall have no liability to Company, Permitted Users or third parties with respect to: (i) the dissemination or publication of the Performance Data to Permitted Users (except as to the erroneous alteration of the Company-provided Performance Data by viaPeople, the Software, or the Professional Services); (ii) any negligent or willfully wrongful acts or omissions of Company or Company’ employees or agents in connection with the Software or the Professional Services; (iii) any actions taken or decisions made by Company as a result of the Performance Data collected or the evaluation made regarding any Permitted Users (except as to the erroneous alteration of the Company-provided Performance Data by viaPeople, the Software, or the Professional Services); (iv) any failure to comply with applicable laws or regulations, including but not limited to privacy laws, by Company or Company’ employees or agents; (v) a breach by Company of any covenant, agreement or representation or warranty contained herein, or (vi) any negligent or intentionally wrongful acts or omissions on the part of Company. Company also acknowledges that viaPeople does not process or accept "special categories of data" as defined by EU Directive 95/46/EC (see attached). In the event that customer transmits such data, viaPeople will make their best commercially reasonable effort to delete that data immediately. However, Company accepts full responsibility for any action taken by data subjects due to the release of this data. Company shall indemnify and hold harmless viaPeople against all Claims, and Losses arising out of or incurred as a result of or related to any of the foregoing.
12.3. viaPeople shall indemnify, defend and hold Company harmless from and against any Claim alleging that the Software infringes a U.S. registered patent, copyright, or trademark or misappropriates a trade secret. This indemnification obligation does not apply to the extent the claim is based on a combination of Software with other software not provided by or authorized by viaPeople, any open source or third-party software, any modification to the Software by or for Company without the written authorization of viaPeople, or any materials or specifications provided to viaPeople by Company which are incorporated into the Software, to the extent of such combination, modification or materials.
12.4. If such an infringement Claim is made or, in viaPeople’s opinion, is likely to be made, viaPeople, at its sole discretion, may (i) modify the Software so that it is non-infringing, (ii) replace the Software with a reasonably equivalent software product, (iii) obtain rights for Company to continue using the
Software, or (iv) if the foregoing options are not reasonably available, terminate this Agreement with respect to the Software product at issue and refund the Fees received from Company for the Software product(s) at issue for the remainder of the then-current term for subscription to such Software products. Company acknowledges and agrees that the remedies contained in Subsections 12.1, 12.3 and 12.4 are Company’s exclusive remedies for claims related to infringement of intellectual property.
12.5. Company hereby agrees to defend, indemnify and hold viaPeople harmless from and against all losses, liabilities, damages and claims and all related costs and expenses (including reasonable attorneys’ fees) relating to any claim, action, dispute or proceeding relating to any materials, Performance Data, specifications or other information provided to viaPeople by Company and incorporated in the Software or used in connection with any services provided hereunder.
12.6. In the event of an indemnifiable Claim, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of such Claim, grant the Indemnifying Party sole control of the defense and all related settlement negotiations, and provide the Indemnifying Party with the assistance, information and authority reasonably necessary to defend the Claim, at the Indemnifying Party’s expense. The Indemnifying Party will pay any costs or damages finally awarded against the Indemnified Party that are attributable to an indemnifiable Claim, or any amounts agreed by the Indemnifying Party in settlement of the Claim. The Indemnified Party may not settle a Claim without prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnified Party may, at its option and expense, be represented by separate counsel in any such Claim.
13. Limitations of Liability.
13.1. The limit of viaPeople’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to Company or to any third party concerning performance or non-performance by viaPeople, or in any manner related to this Agreement, for any and all claims shall not exceed in the aggregate the Fees paid by Company to viaPeople hereunder with during the twelve (12) month period prior to the date the Claim arose.
13.2. In no event shall either party be liable to the other for special, consequential, incidental, indirect or punitive loss, damage or expenses arising out of or in connection with this Agreement, whether arising in contract or tort (including but not limited to lost profits, savings, data, or the cost of recreating lost data), even if it has been advised of the possibility of such damages. Any action by either party must be brought within one (1) year after the cause of action arose.
14. Miscellaneous
14.1. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God.
14.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Each party agrees that neither viaPeople, its employees nor its contractors shall be considered as having an employee status with Company. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.
14.3. Each party acknowledges and agrees that any violation of Section 2.4 – 2.8, 8 or the intellectual property rights of either party may cause the disclosing party irreparable injury for which the disclosing party would have no adequate remedy at law, and that the disclosing party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation. Such injunctive relief shall be in addition to, and in no way in limitation of, all other remedies or rights that disclosing party shall have at law or in equity.
14.4. Company agrees that for so long as it has a subscription to the Software or uses viaPeople’s professional services, and for a period of one (1) year thereafter, it will not solicit or employ any person then employed by viaPeople, or employed by viaPeople within the previous six (6) months, without viaPeople’s prior written consent.
14.5. Company agrees to comply fully with all laws and regulations applicable to Company’s business, including without limitation privacy laws and regulations. It is Company’s sole responsibility to ensure that its employees comply with applicable laws and regulations in their use of the Software and Services.
14.6. Except as to its affiliates, Company may not, assign, delegate, pledge or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of viaPeople.
14.7. This Agreement, including all mutually-agreed Work Orders and attachments, which are incorporated herein by reference, constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except by a written amendment or change order executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance.
14.8. This Agreement shall be interpreted, construed, and governed by the laws of the State of New Jersey, without regard to conflicts of law provisions. The parties agree to work together in good faith to resolve any dispute or alleged breach internally and by escalating it to higher levels of management prior to resorting to litigation. The parties each consent to jurisdiction and sole venue in a state or federal court in New Jersey.
14.9. All notices required or permitted hereunder shall be in writing, delivered personally or by telephonic facsimile or by electronic mail, certified or registered mail, or overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to viaPeople shall be sent to the attention of Todd Hamblin or to such other person designated by viaPeople in a written notice to Company. All notices shall be deemed effective upon personal delivery; or on the day of receipt by telephonic facsimile or electronic mail; or when received if sent by certified or registered mail or by overnight delivery.
Attachment A
Acceptable Use Terms
Company and its Permitted Users shall:
