This Master Services Agreement (this 'Agreement') is made and entered into between viaPeople, Inc., a New Jersey corporation ('viaPeople'), and its affiliates (collectively "viaPeople"), with an address at 101 Morgan Lane Plainsboro, NJ 08536 and the company indicated on the order form that references this MSA (the 'Client'). 

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. Grant of Rights; Restrictions 
    1. This Agreement, along with the applicable Statement of Works, (as hereinafter defined) governs Client’s use of software developed and owned by viaPeople and the provision of related services by viaPeople for Client. All of the products and services contemplated by this Agreement shall be made available to Client’s worldwide affiliates, defined as all worldwide entities controlling, controlled by, or under common control with Client. The specific software products and modules that Client 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 Statement of Work (each a “Statement of Work” or “SOW”). Each such SOW shall be attached to this Agreement and is hereby incorporated herein. A SOW may also be between Client and an affiliate of viaPeople, Inc. that provides the Software and/or services specified in the applicable SOW. Where a SOW is signed solely by a viaPeople, Inc. affiliate, only that affiliate shall be responsible for the Software and services specified in that SOW and any liabilities arising therefrom. The parties may agree in writing from time to time to include additional software or services under this Agreement or to modify Client’s mode of subscription or access by executing additional SOWs, 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 SOW, the terms and conditions of this Agreement shall govern unless specifically overridden by the terms and conditions of a SOW. 
    1. Subject to the terms and conditions of this Agreement and the applicable SOW, viaPeople grants Client, and Client accepts, a nontransferable and nonexclusive right to access and use the Software specifically identified in the applicable SOW for the sole purpose of the assessment and development of Client employee base (but not for any other purposes nor to process information for any other entity). Client may access and use the Software solely through an approved web site identified by viaPeople in writing from time to time (the “Site”).  
    1. The Software may be used and accessed only by Client’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 SOW. Client shall not permit any contractors of Client who have access to the Software to use the Software for their own business operations or employees. Client also shall not permit viaPeople’s competitors to access the Software for any purpose without viaPeople’s express prior written consent. Client 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 Client affiliates.  
    1. viaPeople reserves all rights to the Software and the Site not specifically granted herein. 
    1. viaPeople may, in its sole discretion, at any time and without any liability to Client, 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 Client’s Human Resources department with advance notice and an opportunity to prevent or correct the failure or violation. If viaPeople determines or suspects that Client operating environment is or may be jeopardizing the security of the viaPeople system or may be causing data errors due to Client systems or network-related technical issues, viaPeople may, in its sole discretion, at any time, deny, remove or limit Client access to the site or terminate this Agreement.  
  1. Data Security  
    1. viaPeople shall implement and maintain administrative, technical and physical safeguards (the “Security Procedures”) designed to: (i) ensure the security and confidentiality of Client’s Confidential Information (as defined in Section 7.1) 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 Client, its employees, customers or consumers. viaPeople shall identify to Client a viaPeople representative who will serve as a 24/7 data security contact. 
    1. 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. 
    1. viaPeople further agrees that, unless otherwise agreed by Client 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. 
    1. If viaPeople becomes aware of any actual or reasonably suspected unauthorized access to Client’s Confidential Information and/or Nonpublic Personal Information (an “Incident”), viaPeople will take appropriate actions to contain and mitigate the Incident, including notification to Client within twenty-four (24) hours of learning of the Incident (subject to any delay requested by an appropriate law enforcement agency), to enable Client to expeditiously implement its response program. Upon request of Client, viaPeople will reasonably cooperate with Client 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, Client shall make the final decision on whether and how to notify any Client employees, its customers, and/or the general public of any such Incidents, subject to applicable law; however, if such Incident also involves other customers of viaPeople, viaPeople shall have the right to determine when a public announcement should be made. 
  1. Services  
    1. viaPeople agrees to provide agreed-upon Professional Services, including any start-up, installation, and implementation and training services, as set forth in the applicable SOW attached hereto and incorporated by reference.  
  1. Additional Client Obligations  
    1. Unless otherwise agreed in writing by the parties, Client shall have sole responsibility for: (a) acquiring and maintaining its own technology environment, including but not limited to PCs, 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 Client in connection with the Software; (c) ensuring that Client and Client’s employees comply with all laws applicable to Client’s business, including but not limited to privacy laws, in their use of the Software and Services. viaPeople is not responsible or liable 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 Client's employees or its operating environment. 
    1. Client shall provide viaPeople with access to Client’s technical personnel and facilities, as necessary for viaPeople to perform its obligations under this Agreement. Client will assign a representative of its Information Technology department to participate in the planning process for the use of the viaPeople hosted Software. Such IT representative will be responsible for the coordination of any internal systems or network configuration changes or additions to Client’s operating environment that may be deemed necessary for Client’s systems to be compatible with viaPeople’s hosted solutions. 
    1. Each Permitted User shall access the Software using a unique user ID and password which shall be assigned by viaPeople. Client will not allow any two Permitted Users to access the Software with the same user ID and password. It is Client’s 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.  
    1. 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 Client by viaPeople. 
  1. Fees and Expenses 
    1. Client shall pay viaPeople the fees set forth in an applicable SOW (the “Fees”) in accordance with the terms and conditions in the applicable SOW.  
    1. Client 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. Client will make all payments due without right of set-off or chargeback.  
  1. Support and Maintenance 
    1. Client acknowledges that the Site and the Software may occasionally require upgrades to facilitate improved service. Client 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 Client in advance of any scheduled maintenance or downtime of the Site or Software which may materially affect Client’s use of the Site or Software.  
  1. Ownership 
    1. As between Client and viaPeople, Client 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, Client will not copy, modify, distribute, sublicense, transfer, display, rent or unbundle the Software. In addition, Client 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 and its intellectual property not expressly granted to Client hereunder. 
    1. All raw data and any derivative works thereof (including without limitation excerpts, performance reports, aggregations and summaries) related to Client or its employees collected by viaPeople as a result of Client’s use of the Software or in the performance of the Professional Services (“Performance Data”) shall be the exclusive and confidential property of Client. viaPeople will not use or disclose Performance Data except as expressly authorized in this Agreement.  
    1. If Client or its Permitted Users provide any suggestions, enhancement requests, improvements, complaints, or other feedback relating to the Software or Professional Services (“Feedback”), viaPeople shall solely own all right, title and interest in and to such Feedback and all software and intellectual property developed by viaPeople that may be based on or incorporate such Feedback. 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 Client jointly shall be and remain the sole property of viaPeople unless otherwise expressly agreed to by the parties in the applicable SOW. 
    1. Subject to viaPeople’s security and confidentiality obligations as described in Sections 3, 7, and 8 of this Agreement, Client 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 6.2) prepared by Client through the use of, stored by Client in connection with, or transmitted by Client by or through, the Software and/or the Professional Services for purposes of making the Software and/or Professional Services available to Client and for analytic, statistical, security, quality control, improvement of viaPeople’s products and services, and similar purposes. 
  1. Confidentiality 
    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, as well as any other information and any other information that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party reasonably should understand to be confidential. 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 and plans. Confidential Information of Client includes, but is not limited to, the Performance Data and any personally identifiable information about its 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 the 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. The receiving party may also 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. 
    1. Each party, as the 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; provided, however, that the receiving party may retain Confidential Information on its back-up servers that are not generally accessible, in the ordinary course of business, as well as one copy in a secure location for archival purposes. Any such retained Confidential Information shall remain subject to the provisions of this Agreement. Notwithstanding the foregoing, viaPeople shall have no liability for any disclosure of Performance Data which is disclosed by Client’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 Client. 
  1. Aggregate Data  
    1. Client agrees that viaPeople may create and use anonymized, non-personally identifiable Performance Data, in aggregated form only, for research and comparative purposes, and may 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 Client and third parties), and for such other purposes as viaPeople may desire; provided that viaPeople will not identify Client (by name or otherwise) as a source of the information, no specific references to Client or Client employees or temporary personnel (by name or otherwise) shall be made, and no personally identifiable user or Client information shall be disclosed in connection with any of the activities described in this Section 8.  
  1. Term and Termination 
    1. This Agreement shall commence upon the Effective Date and continue for one year thereafter, unless a longer term is provided in an applicable Order Form or SOW (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew for additional twelve (12) month renewal terms (each a “Renewal Term”), subject to termination as set forth below. Either party may give the other party written notice of non-renewal of this Agreement at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term. Notwithstanding the foregoing, Order Forms and SOWs will automatically renew only if so expressly agreed by the parties.  
    1. Either party will have the right to terminate this Agreement (and/or an SOW or Order Form) for cause at any time, upon written notice, in the event of any material breach thereof by the other party, subject to thirty (30) days’ prior written notice of the breach, specifying such breach in reasonable detail, and opportunity to cure such breach during the 30-day notice period.  
    1. In addition, either party may terminate this Agreement (including any outstanding SOWs and Order Forms) immediately upon written notice if the other party ceases doing business in the normal course, 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. 
    1. No termination of this Agreement shall affect any obligation or liability of either party which accrued prior to such termination. Order Forms and SOWs shall survive termination of this Agreement under Section 9.1 or 9.3 and the parties will complete them in accordance with their terms, except that if this Agreement is terminated by a party for cause under Section 9.3, the terminating party may notify the other party that any outstanding SOWs and Order Forms are also terminated. If Client 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 the Initial Term or a Renewal Term due to a material breach by Client, Client shall be liable for all unpaid fees owed by Client 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 Client within sixty (60) days of receipt of an invoice for the same. 
    1. Upon termination or expiration of this Agreement or the Software subscription term, Client may request, and viaPeople shall provide to Client, its Performance Data in one of following three forms of file transfer: CSV, Excel or XML. Client 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 Client 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 viaPeople’s current daily rate. Each party shall return to the other any other written or electronic Confidential Information of the other party, subject to the retention terms in Section 7.2. 
    1. The terms provided in Sections 7, 8, 9, 11, 12, and 13 of this Agreement shall survive any termination or expiration of this Agreement, together with such other terms as by their intent or meaning should so survive. 
  1. Limited Warranty  
    1. viaPeople warrants that (i) the Professional Services will be performed by suitable, qualified personnel in a professional and workmanlike manner; and (ii) the Software will conform in all material respects to its specifications included in a Statement of Work between the parties and to the most current form of the user documentation for the Software.  
    1. viaPeople’s warranty in Section 10.1(ii) excludes non-performance issues that result from (i) modification of the Software by any person or entity other than viaPeople and its developers; (ii) defects or problems that are outside the reasonable control of viaPeople, including defects or damage resulting from use of the Software in other than its normal and authorized manner; or (iii) Client’s or its Permitted Users’ failure to comply with due standards of care. In the event of a breach of the warranty in Section 10.1(ii), Client shall contact viaPeople’s designated support personnel within thirty (30) days of Client’s discovery of the breach or defect in the Software. Client’s sole and exclusive remedies and viaPeople’s entire liability for breach of this warranty will be: (i) at viaPeople’s option, to repair any material, reproducible deficient functionality of the Software, or to replace such defective functionality with reasonably equivalent functionality; or (b) if viaPeople is unable or fails to cure the warranty breach within a reasonable time, viaPeople or Client may terminate this Agreement upon fifteen (15) days’ prior written notice. Any such termination by Client must occur within three months of the initial occurrence of the warranty breach. 
    1. Except as provided in Section 10.1, 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. Client 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.  
    1. 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. 
  1. Indemnification 
    1. viaPeople shall indemnify and defend Client and its affiliates, and their respective officers, employees and agents (the “Client Indemnitees”) 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”), as determined by a court of competent jurisdiction in a final, nonappealable order, 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 Sections 11.3 and 11.4 below, any actual or alleged infringement of intellectual property rights by viaPeople; or (iii) any intentionally wrongful acts or omissions on the part of viaPeople. 
    1. Notwithstanding the foregoing, Client acknowledges and agrees that: (i) the Software is a tool that is not intended to replace the skills and judgments of Client; (ii) Client alone shall be responsible for the accuracy and adequacy of information and Performance Data furnished by Client for processing, and any use made by Client by the output of the Software or any reliance thereon (except as to the erroneous alteration of the Client-provided Performance Data by viaPeople, the Software, or the Professional Services); and (iii) Client assumes all risks and liabilities for all decisions made with the aid of or as a result of Client’s use of the Software (except as to the erroneous alteration of the Client-provided Performance Data by viaPeople, the Software, or the Professional Services). viaPeople shall have no liability to Client, 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 Client-provided Performance Data by viaPeople, the Software, or the Professional Services); (ii) any negligent or willfully wrongful acts or omissions of Client or its employees or agents in connection with the Software or the Professional Services; (iii) any actions taken or decisions made by Client as a result of the Performance Data collected or the evaluation made regarding any Permitted Users (except as to the erroneous alteration of the Client-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 Client or Client’s employees or agents; (v) a breach by Client of any of its covenants, agreements, representations or warranties contained herein, or (vi) any negligent or intentionally wrongful acts or omissions on the part of Client. Client 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 Client transmits such data, viaPeople will make their best commercially reasonable effort to delete that data immediately. However, Client accepts full responsibility for any action taken by data subjects due to the release of this data. Client 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. 
    1. viaPeople shall indemnify and defend Client from and against any Claim alleging that the Software infringes a U.S. registered patent, copyright, or trademark or misappropriates a trade secret. viaPeople shall have no liability for any infringement Claim to the extent such Claim is based on: (i) modification of the Software other than by viaPeople or its contracted developers; (ii) any open source or other third-party software or component; (iii) the combination, operation or use of the Software with any software, hardware or other materials not furnished by viaPeople; or (iv) any materials or specifications provided to viaPeople by Client which are incorporated into the Software. 
    1. 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 Client 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 Client for the Software product(s) at issue for the remainder of the then-current term for subscription to such Software products. Client acknowledges and agrees that the remedies contained in Sections 11.1, 11.3 and 11.4 are Client’s exclusive remedies for claims related to infringement of intellectual property.  
    1. Client 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 Client and incorporated in the Software or used in connection with any services provided hereunder.  
    1. 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. 
  1. Limitations of Liability. 
    1. The limit of viaPeople’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to Client or to any third party concerning performance or nonperformance 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 Client to viaPeople hereunder with during the twelve (12) month period prior to the date the Claim arose. The fees for the Software reflect this allocation of risk and limitations of liability. These limitations form an essential basis of the bargain between the parties, and shall apply notwithstanding the failure of the essential purpose of any limited remedy. 
    1. 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. 
  1. Miscellaneous 
    1. Neither party will be deemed to have breached this Agreement nor be liable to the other for any alleged loss or damages resulting from failure to perform (other than payment obligations) to the extent caused by or resulting from acts of God; flood, fire, earthquake or explosion; war or hostilities, terrorist threats or acts, cyberattacks; riot or other civil unrest; government order, law or other acts of governmental authorities; embargoes or blockades; emergencies; strikes, labor stoppages or other industrial disturbances; epidemic, pandemic or other illness outbreaks; or other similar events beyond the reasonable control of the impacted party. The impacted party will promptly notify the other party of such force majeure event and shall use reasonable efforts to reduce the consequences of the event and to resume performance of all relevant obligations as soon as possible.  
    1. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Neither viaPeople, its employees, nor its contractors shall be considered as having employee status with Client. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created. 
    1. Each party acknowledges and agrees that any violation of Sections 2 or 7 or of the intellectual property rights of the other party may cause the injured party irreparable injury for which it would have no adequate remedy at law, and that the injured party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation, without the necessity of posting bond to the extent permitted by law. Such injunctive relief shall be in addition to, and in no way in limitation of, all other remedies or rights that such party shall have at law or in equity. 
    1. Client 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.  
    1. Client agrees to comply fully with all laws and regulations applicable to Client’s business, including without limitation privacy laws and regulations. It is Client’s sole responsibility to ensure that its employees comply with applicable laws and regulations in their use of the Software and Services.  
    1. Except as to its affiliates, Client may not, assign, delegate, pledge or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of viaPeople. 
    1. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction or a governmental authority, that provision shall be modified by such court or authority, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of this Agreement shall remain in full force and effect. 
    1. This Agreement, including all mutually-agreed Order Forms and Statements of Work 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 expressly provided herein, this Agreement shall not be modified, amended, or in any way altered except by an amendment, change order, or other written agreement of the parties. Any preprinted terms in a purchase order submitted by Client to viaPeople are expressly agreed to be of no force or effect. 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.  
    1. 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 exclusive jurisdiction and sole venue in a state or federal court in New Jersey. 
    1. All notices required or permitted hereunder shall be in writing, delivered personally or by e-mail, certified or registered mail, or express delivery by an established commercial delivery service at the respective addresses first set forth above, with confirmation of receipt. Notices to viaPeople shall be sent to the attention of its Chief Executive Officer or to such other person designated by viaPeople in a written notice to Client. All notices shall be deemed effective upon personal delivery; or on the day of receipt by e-mail; or when received if sent by certified or registered mail or by express delivery.