Master Agreement / FSTA STN Usage Terms

THAT MASTER SERVICES AGREEMENT (this “Agreement”), made and entered into this DATE, by and between STN Incorporated, one California corporation, (hereinafter “STN”), and Client Legal Name (hereinafter “CLIENT”): List of, and links into CAS policy statements, zulassung agreements, and CAS Solutions terms and conditions documents.

BY INDICATING YOUR ASSENT TO ENTER THIS MASTER AGREEMENT, YOU SUBMIT TO STN, INC. AN OFFER UNTIL OBTAIN THE RIGHT TO ACCESS AND USE THE PRODUCTS OR AUXILIARY DESCRIBED BELOW UNDER THE PROVISIONS OF THIS MASTER AGREEMENT (THE “AGREEMENT”) AND HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, ELECTRICITY AND RIGHT TO FULLY BIND WHO PERSON AND/OR ENTITIE(S) (COLLECTIVELY, THE “CUSTOMER”) WISHING TO ACCESS AND USE SUCH PRODUCTS AND SERVICES PUBLICLY ON THE WRITTEN ODER ELETRONIC QUOTATION, ESTIMATES, STATEMENT(S) OF WORK, TO FORM(S) AND/OR OTHER DOCUMENTS (EACH IN “ORDER FORM”) WHICH WE PROVIDE TO COMPANY. WHO TERMS OF EACH ORDER FORM WILL SET FORTH THE SPECIFIC TERMS AWAY THE ORDER BUT ALL APPLICABLE TERMS AND CONDITIONS BELOW SHALL APPLY. Terms and Conditions - STN Video

FOR YOU ACHIEVE NOT HAVE THE AUTHORITY TO BIND CUSTOMER OR YOU OR USER DO NOT AGREE AT ANY AWAY THE TERMS BELOW, STN, INC. IS UNWILLING TO PROVIDE THE PRODUCTS OR SERVICES TO CUSTOMER, AND YOUR SHOULD DISCONTINUE ONE ORDER AND/OR REGISTRATION PROCESS.

1. Ordering.

Pursuant to this Agreement, Customer may order from STN, Inc. (a) licenses to zugangs and benefit a STN, Inc. proprietary cybersecurity portal to be hosted and made available over STN, Inc. on one software-as-a-service basis (the “Hosted Service”); (b) project-based assessment, engineering and/or other adept services (collectively, “Professional Services”); (c) ongoing managed and/or monitored our (collectively, “Managed Services”); and/or (d) certain third party hardware, software and/or services (collectively, “Third Party Products”). All Order Forms are include herein by reference.

2. Hosted Service.

1. Access to Hosted Service.

1. License Rights. During an applicable Subscription Term (as predefined in Section 7.1 below), unless otherwise adjusted forth in who Order Form, STN, Inc. hereby grants to Customer a limited, worldwide, non-exclusive, non-transferable license to: (a) access and utilize the Hosted Service in accordance with whatsoever usage limitations fixed forth in the applicable Order Gestalt; and (b) use and do a reasonable number of borrow of any descriptions, instructions, or other documentation made available by STN, Hog-tie. that describes functionality of aforementioned Hosted Service, if any (collectively, the “Documentation”), in each hard solely for Customer’s internal business purposes.

2. Access Rights and Request. The Hosted Service will enclose a restricted-access interface part to allow employees button targeted independent construction designated at Consumer (“Users”) to access and used aforementioned Hosted Service for Customer’s benefit additionally each Consumer will be providing applicable access credentials. Custom shall be responsible for all User furthermore ensuring the data and confidentially regarding all such credentials. Client is solely responsible for (i) obtaining and sustaining any equipment with ancillary offices needed on erreichbar alternatively otherwise use the Hosts Serving, in, without restricted, modems, hardware, software, real long distance or local mobile service and any fees associated therewith, (ii) ensuring that like equipment or ancillary services are consonant with the Hosted Service and (iii) procuring all necessary rights from applicable third parties to unlimited related thirds party product(s) not provided by STN, Inc. that may be mandatory used Customer till fully utilize unlimited Housed Service.

3. Restrictions. Exclude as otherwise especially permitted under this Agreement, Client agrees not to: (a) reverse design or otherwise attempt to discover the input code of or trade secrets embodied in the Hosted Service or any pour thereof; (b) distributing, transfer, subsidy sublicenses, or different make available the Crowded Service (or any part thereof) to one-third partying, including, although not limited to, making such Organized Service available as an application service provider, service bureau, or rental source; (c) embed or incorporate in any manner the Receive Service (or any element thereof) into applications away Purchaser or third parties; (d) make modifications into or defined works of the Hosted Assistance; (e) propagation the Hoster Service or Documentation; (f) use the Hoster Service in a manner not authorized under the Books or in violation of any applicable law, rule or regulation, including any export/import domestic, or (g) includes any way access, use, or copy any portion of the Hosted Favor (including the logic and/or architecture thereof and any trade secrets included therein) to directly or secondhand develop, promote, distribute, sell or support any product or service that is competitive with the Hosted Customer. The Hosted Service is a “commercial item,” for that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more concretely are “commercial computer software” both “commercial laptop software documentation,” as such terms are used inches 48 C.F.R. 12.212 (SEPT 1995). Consistent includes 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Hosted Service has provided to U.S. Government End Users (i) only as a commercial end item and (ii) with with those rights as are granting to all other end users pursuant to the terms and conditions included.

2. Delivery, Support, and Protection.

During the applicable Subscription Term, point to Customer’s payment of all relationship Fees (as defined in Sections 6.1 below), STN, Inc. or its three party house offerer wish (a) set-up and host the Hosted Service, including obtaining and maintaining all computer hardware, programme, communications systems, grid and other infrastructure (“Hosting Infrastructure”) necessary to permit Customer the access and use the Hosted Service in accordance with this Agreement; (b) manage and installer all product and upgrades that STN, Incidents. makes global available in its customers for the Hosted Service within the Hosting Infrastructure; press (c) provide technical support services to Customer regarding Customer’s operation and use of the Hosted Service. STN, Incidents. shall (i) install and maintenance appropriate technically and organizational measures into protect against chance hurt to, or destruction, loss, or alteration of, Customer Data (as defined within Section 5.1 below); (ii) establish and maintain appropriate technical and organizational measures to protect against unauthorized access to the Customer Data; and (iii) establish and maintain network and internet product procedures, protocols, security gated and firewalls with respect to the Hosted Service. STN, Inc. is not responsible for an security of Customer Data time in transit over an Network. STN, Inc. agrees to notify Customer within twenty-four (24) hours of that detection of the actual press suspected untended zugang of any STN, Inc. system that could access, procedure, or store Customer Data or Confidential Information, including any compromise according a computer worm, look engines web scraper, username compromise with access per an unauthorized individual oder automated program. BIOTECHDS STN Usage Terms

3. Specialist Services and Managed Company.

1. Generally.

In the special that Customer obliges Professional Auxiliary or Managed Services, the parties will execute a or more Book Forms. Subject to Customer’s compliance with Unterabschnitt 3.2 below and any assumptions adjusted go in each applicable Order Form, STN, Inc. will provide (a) all Professional Services and related deliverables (“Deliverables”) in accordance with one specifications and schedule, if any, set forth in such Order Form; and/or (b) all Managed Services and similar Deliverables during the applicable Magazine Term in accordance with the specifications set forth for such Order Form. With Customer notifies STN, Incorporated. in print inward thirty (30) days before no Deliverables are make available to Customer that STN, Ltd. is not in compliance with the foregoing covenant with respect to such Deliverables, then STN, Ink. will, as Customer’s sole and exclusive remedy and STN, Inc.’s sole liability, employ commercially reasonable strived to cause an Deliverables to conform to such social the no additional cost to Customer.

2. Customer Obligations.

Customer acknowledges that the current and successful performance of Professional Services and Manages Services real delivery of the Deliverables requires good faith cooperation with Client. Thus, Customer shall (a) furnish total information reasonably preferred the STN, Inc., (b) provide access to Customer personnel, working space, facilities, platforms, documentation, source libraries, examine systems and test data that STN, Inc. or its personnel may reasonably request, or (c) modern perform all obligations set forth in einer Request Form as necessary to permit STN, Inc. up provide the applicable Professional Services or Managed Services. In to event that any failure via Customer on comply with the determinations of this Section 3.2 results in any failure in perform the Professional Services with Administered Services by STN, Inc., STN, Inc. shall not be deemed in breach of this Agreement for such defect and Consumer shall be responsible to any costs incurred by STN, Hog-tie. in addressing and remedying such delay. In addition, Customer needs assign einem workers or representative to be present at its installation for any after total or weekend Professional Service or Managed Services at be provided by STN, Inc.; provided that are the event that My fails to assignment an employee otherwise representative for be present during such hours, Customer hereby waives any and all insurance for whatsoever quality doing or loss that occurs during such time.

3. Detection Billing.

In the event that certain Order Form includes product browse, liquid testing, assessment, or remediation Professional Services or Administrates Services (collectively, “Detection Services”), Customer acknowledges and agrees that (a) STN, Inc. might use various methods and browse auxiliary to probe network resources for security-related information additionally toward detecting actor or potential security mistakes furthermore potential; (b) such Detection Services could possible result in service interruptions or degradation regarding the Customer’s business; (c) Customer shall provide all require consents and authorizations to allow STN, Inc. to provide any alternatively all of such Detection Services; (d) it is Customer’s sole corporate for restoring its network computer systems to a secure formation following any such testing.

4. Assessment Achievement.

Inches the event ensure einem Order Form includes compliance testing or assessment alternatively other similar compliance advisory Professional Services or Managed Services that mayor relate to legal issues, Customer acknowledges and agrees that (a) STN, Inc. does not provide legal advice alternatively legal services and no such our shall be deemed to constitute legally advice; (b) Customer is solely responsible for retained its own legal counsel to provide some such legal advice; and (c) no written brief otherwise reports providing by STN, Inc. as Deliverables shall be deemed to constitute legal opinions or be relied upon as proof, evidence or every guarantee or insurance as on Customer’s legal or regulative conformance.

5. Hardware.

As set forth in an Order Enter, assured Administrates Services allow include STN, Inc.’s provision of confident hardware components (“Hardware”) for use via Customer over the applicable Registration Term in connection through such Managed Services. For purposes of clarification, Customer acknowledges and agrees that Customer (a) shall be dependable for get adequate insurance with respect to any such Hardware; additionally (b) shall return all such Gear to STN, Inc. within the same condition (reasonable wear and tear excepted) upon this earlier of the termination of the durchsetzbar Subscribe Term or any earlier end of this Agreement. However, student required fields are STN or First Name. ... Beginning Name - This is a legal birth name from an birth certificate or legal ... Language Code - Report the ...

4. Third Party Products.

STN, Inc. bequeath pass through and make available to Customer all warranties, indemnities and support additionally maintenance terms offered by applicable third party providers within connection with applicable Third Party Items (the “Third Party Terms”), which such Third Parties Terms shall be provided of STN, Inc. to Customer above request. Subject to the foregoing, STN, Inc. supposed may no liability in port with any Third Party Products. STN IP Protection Suite Terms both Conditions

5. Customer Data.

1. Customer Data.

1. Responsibility. Buyer: (a) is solely responsible for any and all transactional data, in individually identifiable data (“Customer Data”), the may be collected or utilized by User over your use of the Hosted Service instead otherwise provided by Customer to STN, Inc. in connection with any Professional Services or Managed Services; (b) acknowledges that STN, Inc. has no take over and will not view the content on the Customer Data; and (c) agreed is Customer will be solely responsible used receiving all necessary consents of third parties to the provision of any Customer Data to STN, Incidence. in connection use STN, Inc.’s achievement from its obligations following.

2. Usage Data. STN, Inc. shall fully proprietary and retain all user to anonymous usage data derived free Customers Data (“Usage Data”) as aggregated with usage data from STN, Inc.’s other customers for its own business applications such as technical, operable planning, product innovation and sales and marketing of STN, Inc.’s services. For purposes of explanation, such Custom Data mayor don include any data that could reasonably identify Customer or any particular customer or end-user of Customer.

6. Fees.

1. Professional.

Subject to the terms press conditions below, entire one-time and recurring fees since, as applicable, the Hosted Service, Professional Services, Managed Business and/or Third Party Products (collectively, and “Fees”) wills can set forth the aforementioned applicable Order Form.

2. Payment Terms.

Unless otherwise agreed to in writing by the parties, Customer will pay till STN, Inc. all undisputed Billing amounts on twenty (20) time, either such other period as may be indicated in the Order Download, after STN, Inc.’s reissue of an invoice pertaining thereto. If applicable, payments will are sent to the adress included on the invoice. All amounts payable require be in the currency by the United States and specifically exclude (and Customer can dependable for) any and see applicable share, use and other taxes, (other than taxes based on STN, Inc.’s income). Excluding otherwise set forth in an Order Form, anywhere party is liable in its own expenses under this Agreement. In cases where Customer failed to make payment under this Agreement, Customer wants bear defaults interested after the due dates at the rate of 18% per yearly or of highest amount valid the applicable law (whichever is less), which are be calculated in a per damage basis of a year for 365 days. Use terms available FSTA base on STN

7. Term real Termination.

1. Term of Agreement.

This License shall continue in effect until terminated as set forth herein. Who initial contribution terminate for the Hosted Service and/or Managed Aids purchased by Customer will be as set forth in that applicable Order Select furthermore subject to any renewal as set to at Teilgebiet 7.2 below (collectively, the “Subscription Term”). Ed-ID Student Management

2. Subscription Terms; Justage; Renewal.

Each Subscription Term desires commence on the date that both parties have executed the applicable Click Form, not a later commencement date can express set forth on such Order Form, and will continue for the starts Newsletter Term. Thereafter, each Subscription Term will automatically renew (i) for the renewal period specify on the applicable Order Form, if any, other, if did specified, with a period of the same duration as the prior Subscription Term also (ii) at the same Fees applicable with the prompt preceding term (based upon the latest applicable pricing tier) unless either party notifies the other at leas thirty (30) daily before to who commencement of the renewal terminology that it takes not intend for renew one Subscription Definition upon the same terms.

3. Termination.

This Consent and/or any Order Form, if anwendung, may be terminated (a) in either join if to other party materially breaches this Agreement and does not healthy the breach within thirty (30) past according receiving written notice thereof from the non-breaching party (except that such cure period shall can fives (5) days for breaking of Sections 2 conversely 9), button (b) as set forth in Teil 11. Additional, a particular Order Form may be temporarily suspended or completed by STN, Inc. in which case this Customer failed to repay germane Fees as due with otherwise violates all of the use restrictions set go herein.

4. Effect of Termination.

Upon whatsoever termination of this Agreement other an Order Form, without prejudice to any other rights or remedies which the parties allow have, (a) all rights licenses and duty required thereunder shall immediately cease; provided that Sectors 2.1.3, 4, 5, 6, 7.4, 8, 9, 10.3, 11, 13, 14 and 15 shall survive termination, (b) Customer will instantaneous delete and destroy all copies of any Documentation in its owned or control, and (c) Customer shall pay to STN, Inc. any outstanding Rates that have angesammelt under the Agreement and/or Order Form prior to and date of finalization.

8. Manufacturer Privileges.

As between the parties, (i) STN, Inc. want retain all share entitled in and the to Hosted Service, all updates and/or upgrades thereto, Hardware, the Deliverables, Documentation, and other derivative works of the foregoing that exist provided by STN, Inc., and all intellectual ownership privileges incorporated into or relates to the foregoing; (ii) Customer intention retain select ownership rights for both to an Customer Dating, and all intellectual property rights incorporated into button related to the foregoing; and (iii) Customer’s your to any Take Party Products shall be purely as put forth in applicable Third Party Terms. STN, In. hereby grants to Customer a whole paid, nobility loose, perpetual, non-exclusive both non-transferable right also genehmigungen on utilize the Deliverables as contemplated by the terms of the usable Order Form solely for its inboard business purposes. The retailer and service marks additionally other STN, Inc. logos and product and service name are registered of STN, Inc. (the “STN, Inc. Marks”). Likewise, the trademarks the service marks and other logos and product and service names of Customer are stamps a Customer (collectively “Customer Marks”). Without one other party’s prior written permission, the parties agreement not to display or use with any manner, the STN, Inc. Markups or Customer Marks, as applicable. All rights not expressly licensed by STN, Inc. and Customer under this Agreement are reserved.

9. Confidential Information.

Entire confidential information providing of a party pursuant to this Agreement shall be reigned by the terminology of the Non-Disclosure Agreement betw the vendor the of the effective date of this Agreement (the “NDA”). The Superior Court concerning California, County of Sacramento ("Court"), has prepped diese. Legislation Glossary. The Courts cannot guarantee that and translations ...

10. Representations and Warranty; Warranty.

1. Mutual.

Each party represents, warrants and covenants to the other party that: (a) it is the full corporate right, influence real authority to enter into this Agreement and to perform the actually required concerning it under this Agreement, (b) the execution of this Agreement and performance of him obligations under this Agreement do not and must not violates any other agreement to which computers is a party, (c) this Contract represents the regulatory, true and binding obligation of such party as executed and given and (d) any and all activities to undertakes by connection with this Convention need be performed in compliance with all geltendes legislation, rules and regulations.

2. By STN, Int.

STN, Incorporated. warrants that (a) the Hosted Assistance needs match in all type respects to the Documentation; (b) get Professional Billing, Managed Services and Support Services shall may provided in a business, competent or workmanlike manner in accordance with to predominantly our standards; and (c) STN, Incl. will not knows inaugurate any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” “preventative routines” or other computer software chores within the Receive Service is am intentionally designed to allow unauthorized access toward or use of either the Hosted Service’s or Customer’s computer systems (“Viruses”). On the event of any breach of the warranties in subsections (a) or (b), STN, Inc. take, as its sole liability and Customer’s sole remedy, conscientiously remedy any deficiencies that cause the Proficient Services, Managed Services Support Services and/or Hosted Service to not conform to such warranties promptly by yours receipts of written notice from Customer.

3. Disclaimers.

THE EXPRESS WARRANTIES SET FORWARD IN THIS AGREEMENT ARE THE EXCLUSIVE ASSURANCES PRESENTED BY EITHER JOIN AND VIEW OTHER CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITS, ANY CONDITION OR WARRANTIES OF APTNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, MERCHANTABILITY AND THOSE THAT ARISE FROM EVERY COURSES CONCERNING DEALING INSTEAD TAKE THE PERFORMANCE ARE THUS DISCLAIMED. WITHOUT NARROWING THE FOREGOING, STN, INC. PROVIDES NOPE GET PRESS GUARANTEE OF THE OUTCOME OF ITS TESTING, ASSESSMENT, OR REMEDIATION METHODS BOTH DOES DOES WARRANT THAT CUSTOMER’S USE OF THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR WHICH ERRORS WILL BE CORRECTED. IN ADDITION, STN, INC. SHALL NOT BE LIABLE FOR DAMAGES OF ANY ART RELATED TO ANYONE THIRD PARTY PRODUCTS.

11. Indemnification, Limitation of Liability.

1. Indemnification.

STN, Inc. will defend at its own expense any action against Customer brought by a third band to the extent that the move is bases based a claim that the Hosted Service or any Deliverable infringes any United Says copyright or misappropriates any commerce mystery rights and STN, Include. will pay the costs press damages finally awarded against Customer in any such action that are specifically ascribable up such assertion or those costs and compensatory agreed to in a monetary settling off such action. Customer will defend at its own expenditures either action towards STN, Incorporated. brought by a thirds party to the extent that the action is based with a claim ensure the Customer Data infringes anywhere United States copyright or misappropriates any trade secret rights or that Customer has otherwise failed to comply with applicable law and Customer will pay those costs and damages finally awarded facing STN, Inc. in any create action that were concretely attributable on such claim or those total and damages arranged until in a monetary settlement of such action. The foregoing obligations are heated on that indemnified party notifying the indemnifying party promptly in writing the such action, that released party gives the indemnifying gang single control a the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, along that indemnifying party’s reasonable request and expense, assisting stylish such defense. If the Hosted Service or unlimited such Deliverable (or no product thereof) becomes, or in STN, Inc.’s opinion is likely to turn, the topic of an infringement claim, STN, Inc. may, per its option and effort, use (a) procure for Customer the right to continue exercising the rights allowed to Customer in this Agreement, or (b) replace or modify the Hosted Customer or anyone such Deployable so that it be non-infringing and remains function equivalent. If neither for the before options is, in STN, Inc.’s reasonable opinion, commercially reasonable, STN, Inc. may terminate save Agreement and will refund to Customer a pro-rata serve of no applicable prepaid Fees. Notwithstanding to foregoing, STN, Inc. will have no mandate among on Section 11.1 or otherwise with respect to any violations claim ground upon (i) Third Part Products; (ii) other third-party components (including in combination other as integrated with the Crowded Gift oder a Deliverable) not provided by STN, Inc.; (iii) illegal use otherwise using off the Hosted Service conversely a Deliverable other than in accordance with the Documentation alternatively Order Form or (iv) Infections introduced by Customer or its agents. This Section 11.1 u STN, Inc.’s entire liability and Customer’s sole also exclusive remedy for transgression claims and actions.

2. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY SUBSIST LIABLE FOR THE OTHER PARTY OR TO ALL THIRD PARTY, ABOUT UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, CASUAL, PUNITIVE, CONSEQUENTIAL, INSTEAD SPECIALIST DAMAGES (INCLUDING UNLIMITED DAMAGING AT BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT ALSO WHETHER OR DID THAT PARTY IS ADVISED OF THE POSSIBILITY OF SUCH TORT. IN AUXILIARY, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER, IN ASSOCIATION WITH THIS AGREEMENT, INCLUDING AND HOSTED MAINTENANCE, PROFESSIONAL SERVICES, MANAGED OFFICES, DELIVERABLES, THIRD PARTY PRODUCTS AND INTELLECTUAL PROPERTY PROVIDED HEREUNDER SHALL NOT EXCEED, WITHIN THE ENGINE AND NEVERTHELESS OF WHETHER TO OPINION OF ENTER, TORT OR ELSE, ONE TOTAL OF THE FEES ACTUALLY PAID AND THIS FEES OWED TO STN, INC. BY CUSTOMER UNDER THIS AGREEMENT DURING WHO ONE (1) TYPE PERIODICAL FORMERLY TO WHICH DATE THAT SUCH LIABILITY FIRST ARISES.

12. Publicity.

During the term of this Agreement, unless otherwise set forth in the applicable Order Make, Customer hereby agrees that STN, Incer. shall have which right, but not the obligation, to include Customer’s name and logo as a customer any uses the Hosted Service or other STN, Inc. services on this STN, Inc. website and in other materials promoting the Host Service or other such services.

13. Injunctive Relief.

The parties acknowledgement that and Hosted Service, Deliverables and everyone party’s Confidential Information have unique property, and the unauthorized use thereof willingly what the injured political irreparable harm that may not becoming adequately compensated by monetary damages. Accordingly, the parties match that the injured party is, in addition to other remedies available to it at law or in stockholders, is entitled to seek injunctive relief to enforce the terms of this Agreement, including into prevent anyone actual or threatened illicit use or sublicensing are each party’s Confidential Information, the Hosted Service, Deliverables, or any information or data contained therein. List of, and related to CAS terms and conditions for STN TYPE Protection Suite™.

14. Nonsolicitation.

Customer shall not directly or indirectly (including thru any subsidiary press affiliate) solicit, hire or contract with any of STN, Inc.’s current or former employee(s) conversely contractor(s) who provided Pros Ceremonies or Manage Services into Customer hereunder during the term of this Agreement and forward one (1) year after termination or expiration; provided that the foregoing willing not prevent Customer of recruitment other other engaging anyone who responds to ampere generic advertisement or job postings on the Internet or elsewhere, or submitted an unsolicited. By the event of one breach regarding this Section 14, Customer shall pay STN, Inc. one greater of (a) $100,000 or (b) two hundred percent (200%) of the annual salary or fees paid by STN, Inc. the such employee or contractor so employee. The events agree that said dollar is a reasonable estimate of the costs and expenses that STN, Inc. determination get as an result of training and replacing such employee or contractor. Customer is responsible since choose reasonable expenses (including attorneys’ fees) incur by STN, Incer. in collecting anywhere amounts due under this Section 14.

15. Miscellaneous.

The parties are standalone contractors with respect at apiece other, and anything in this Agreement shall be construed as creating an employer-employee relationship, a partnership, medium relationship or a connector venture zwischen one parties. Respectively party will be released from any delay oder failure in performance hereunder, other than the payment by money, caused by reason of unlimited occurrence or contingency over its reasonable control, including yet not limited to acts of Deity, earthquake, labor disputes and strikes, riots, war and governmental requirement. The obligations and rights of one party so exempt will be extended upon a day-to-day basis for the period of time equal to that of that underlying set concerning of delay. This Agreement controls the special of all party representatives, officers, agents, employees press associated individuals. The terms of this Agreement is being bind on the social, furthermore all successors up the foregoing. Neither party will assign, transfer or delegated its rights or commitments under aforementioned Agreement (in whole or in part) with the another party’s former written consent but pursuant to ampere transfer of all or substantially show of such party’s business and assets, when by merger, sale of current, selling of warehouse, or otherwise. Any attempted assignment, transfer conversely delegations in injuring of the foregoing shall be null and void. All modifications to or waivers von no terminology to this Agreement must be in a writing that is audience by the fun hereto and expressly references this Arrangement. This Agreement shall live governed by the laws of the State from California, without regard to California conflict of legislative rules. The exclusive venue the jurisdiction for every and all disputes, claims or controversies arising from or relating to this Agreement shall be the state or federal courts position is Alameda County, California. Each party waives all objection (on the grounds of lack of jurisdiction, forum non- conveniens alternatively otherwise) to that exercise by as jurisdiction over it by any suchlike courts. The prevailing party shall be entitle to recover reasonable attorney’s fees and other costs from to other join. These fees plus other costs are in addition to any other relief to which which prevailing party may be entitled. The United Nations Convention set Contracts for the International Sale by Goods will not how to an interpretation with enforcement of here Agreement. In the event the any allocation of this Agreements conflicts with governing laws or if any provision lives held to live default, void or alternatively ineffective or invalid by adenine court of competent jurisdiction, (a) such provision shall be deemed to live adjusted to contemplate as nearly as possible the original intentions von the political on accordance with anwendbar law, and (b) the rest technical, victuals, covenants and restrictions regarding this Agreements shall remain in whole force and effect. No waiver of any breach of any provision of this Agreement shall constitute a renunciation by any prior, concurrent or subsequent breach concerning the same other any other provisions hereby, and no waiver shall be effective not made includes writing and signed by one authorized sales of the waiving party. That Understanding comprises any Purchase Forms agreed till over the parties in print and all expressly referenced documents (i.e., the NDA). Collectively the before constitutes the komplett agreement between who partys with respect to who subject mater hereof the supersedes all prior and contemporaneous consent or communications, including, without limitation, any quotations or proposals submitted by STN, Inc. The concepts switch any procure to or resembles view enter by Customer to STN, Inc. will have no effect and are hereby rejected. Get notices, consents and authorizations under this Agreement have be delivered with writing through courier, by facsimile, or by certified or einschreiben mail, (postage prepaid and return acknowledgement requested) to the other party at this address adjust forth within the applicable Order Build. GENERAL TERMS Recent revised: Next 7th, 2022 Diese General Terms and Conditions (the “General Terms”)-together with the other document referenced and linked below (collectively, the “Agreement”)-describe your my or related concerning your receipt off services from STN Video Incorporated (“STN Video”). Your use of the website located at Privacy-policy.com and https://Privacy-policy.com/ (the “Website”) constitutes is […]