By accessing and utilizing services provided by Avanze Business Solutions, Inc. ('Avanze,' 'we,' 'us,' or 'our'), you ('Client') expressly agree to be bound by the terms and conditions outlined in these General Service Terms ('Service Terms'). Should you be acting on behalf of a legal entity when placing an order or utilizing our services, you confirm that you possess the requisite authority to bind such entity to these Terms. In such instances, 'you' and 'your' within these Terms shall encompass and obligate the represented entity. These Terms govern the relationship between Avanze and the party (individual or entity) utilizing our services or placing an order. Notwithstanding, in cases where a separate Service Agreement and Statement of Work have been executed by the Client, those specific documents shall supersede these Service Terms if they are active as of the date of receipt of the service. If no such separate agreements are active on the date of receipt of services, these Service Terms shall apply to the services provided by Avanze to the Client. The terms 'Avanze' and 'Client' collectively refer to the involved parties, and each party is individually referred to as a 'Party' herein."
The following terms shall have the definitions set forth below.
“Affiliates” means with respect to any specified entity, any other entity that, directly or
indirectly, owns or
controls, is under common ownership or control with or is owned or controlled by such
entity.
“Laws” means federal, state, and local laws or regulations.
“Specification” means any policies, procedures, standard operating procedures, or other
steps
communicated to Avanze by the Client in writing that are required to be followed by Avanze
in performing
the Services and/or delivering the Deliverables.
“Third Party” means any person or entity other than a Party (or its Affiliates) to this
Service Terms.
2.1 Service Avanze shall provide the Client with the services as agreed with the Client (email or as agreed on an SOW) (“Services”), including any deliverables agreed with the Client (a “Deliverable”). The Client acknowledges and agrees that Avanze may provide the Services either directly or through its Affiliates in the United States and India.
2.2 Avanze Personnel. Avanze shall assign an agreed number of Avanze personnel to perform the Services in accordance with this Service Terms, such Avanze personnel shall possess suitable competence, ability, and qualifications and shall be trained for the Services they are to perform. Avanze will maintain reasonable organizational and administrative capacity and capabilities to carry out all Avanze duties and responsibilities, including providing and supporting the Services, under this Service Terms. Avanze shall notify Client within a reasonable time of any changes in Avanze personnel including resignation, termination of Avanze personnel, and any other facts and circumstances which may impact Avanze's ability to provide adequate staffing to timely perform the Services in a manner consistent with the requirements of this Service Terms.
2.3 Control of Services. The method and means of providing the Services shall be under the control, management, and supervision of Avanze. It is understood and agreed that Avanze is not under any obligation to utilize any specific software packages or technologies in the discharge of its responsibilities under this Service Terms, except to the extent agreed upon by the Parties. The facilities, personnel, equipment, software, and other resources necessary to provide the Services and Deliverable. In addition, subject to Avanze’s obligations hereunder, Avanze, or its Affiliates performing the Services, shall have the right to; (a) control and supervise the activities of personnel who provide Services; (b) determine which persons shall perform the Services; and (c) with respect to any individual, reassign, promote, demote, or terminate such person.
2.4 Background Check. Avanze may conduct background checks of Avanze personnel who would perform Services under the Service Terms in accordance with Avanze policy. Upon Client’s reasonable request and at Client’s sole cost and expense, Avanze may perform additional reasonable background checks of Avanze personnel. The results of all such background checks shall be retained solely by Avanze or the third party performing such screening on behalf of Avanze. Upon the Client’s request, Avanze may provide a summary of such background check results.
2.5 Client Obligation. The Client shall make available to Avanze or its Affiliates, as applicable: (a) all relevant information including training materials, Specifications, and instructions required for providing the Services in a timely and accurate manner, (b) access to facilities, personnel, equipment, software, data, and other resources. as required to enable Avanze to provide the Services. (c) an Account Manager (as defined below) or coordinator for the Services, (d) the Client’s employees and representatives, including any relevant subject matter experts, to provide all reasonable assistance to Avanze or its Affiliates, as applicable, (e) provide necessary training to Avanze personnel during transition phase of the Service, (f) Client will ensure that it has all necessary rights to disclose data to Avanze and allow Avanze to use data to perform the Services, and (g) provide quarterly volume projections in advance. Notwithstanding any provision outlined in this Service Terms, in no event shall Avanze be deemed to have breached its obligations as agreed in writing if, during, and to the extent that such failure is caused by (i) any Force Majeure Event (as defined below in Section 15.10), or (ii) any material failure by the Client to perform its obligations, under this Service Terms where the Client’s approval, acceptance, consent or similar action required under this Service Terms is unreasonably delayed or withheld.
2.6 Relationship Manager. Client, and Avanze will each designate an individual as its relationship manager (“Account Manager”). A Party’s Account Manager will be authorized to act as the primary contact for such Party with respect to all matters relating to the Service. Each Party will ensure that its respective Account Manager has the authority necessary to allow such Account Manager to make prompt decisions with respect to the Service.
2.7 Business Hours and Overtime. Unless otherwise agreed in writing, Service will be provided from 9:00 am – 5:00 pm EST, Monday through Friday ("Normal Business Hours"). Service does not include coverage on (i) Client holidays, which include New Year's Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, the day after Thanksgiving, and Christmas Day (collectively, "Client Holidays"); (ii) Avanze holidays as per applicable laws; and (iii) outside the Normal Business Hours or on Saturdays and Sundays. Any Services provided outside the Normal Business Hours (“Overtime”) shall be provided at an overtime rate (“Overtime Rate”). Before providing any Overtime support, Avanze shall notify and seek approval in writing from the Client.
3.1 Pricing. In consideration of the provision of the Services by Avanze and the rights granted to Client under this Service Terms, Client shall pay the fees, charges, and expenses as agreed (including email) (“Fees”).
3.2 Pass-Through Expenses. Client will reimburse Avanze for all pass-through expenses reasonably incurred by Avanze in connection with the Deliverables, including without limitation, money advanced by Avanze for mortgage taxes, recording, subordination, or overnight courier charges (“Pass- Through Expenses”). All such Pass-Through Expenses shall be agreed. all the Pass-Through Expenses (if requested, along with a copy of any bills/invoices) shall be invoiced to the Client monthly and to be paid by the Client as per Section 3.3 hereto.
3.3 Invoicing and Payments. Avanze will invoice the Client all Fees and charges monthly, and the Client will pay each invoice amount to Avanze within thirty (30) days from the date of invoice. If any payment due under this Service Terms will be overdue or unpaid within sixty (60) days from the date of such invoice, the interest of one and a half percent (1.5%) per month will be charged on such outstanding invoice amount.
3.4 All periodic Fees or charges under this Service Terms are to be computed on a calendar month basis and shall be prorated on a per diem basis for any partial month. Client agrees to notify Avanze within ten (10) Business Days of receipt of any invoice if it has reasonable grounds to dispute an invoice, and the Parties will make good faith efforts to resolve such dispute, including by availing themselves of the Dispute Resolution Procedure outlined in Section 14 below, if necessary. If Avanze does not receive any communication from the Client disputing any invoice within ten (10) Business Days of the Client’s receipt of the invoice, the invoiced amount shall be deemed to have been accepted by the Client and the Client shall make payment as per the terms of this Service Terms. In the event the Client disputes only part of an invoice, the Client shall make payment of the undisputed portion of the invoice.
3.5 Taxes. Client will pay all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity arising from or related to the Services and any amounts payable by Client under this Service Terms. (“Taxes”). All charges under this Service Terms are exclusive of Taxes. Avanze will include appropriate Taxes on each of the invoices, as required by law. Each Party will be responsible for taxes based on its own net income, employment taxes with respect to its employees, and taxes on any property it owns or leases.
4.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into and perform its obligations under this Service Terms, the execution, delivery, and performance of this Service Terms has been duly authorized, and this Service Terms is valid and binding. enforceable by its terms, (ii) it has obtained all necessary consents and approvals for entering into this Service Terms, and (iii) it will comply with all applicable laws and regulatory requirements. Avanze agrees to perform the Services in accordance with the Client’s Specifications provided to Avanze in writing. Client represents and warrants that all Specifications provided to Avanze comply with all applicable laws, rules, and regulations. Notwithstanding the foregoing, Avanze represents that it shall materially comply with applicable Client’s Specifications provided in writing, but only to the extent that such compliance does not result in Avanze violating: (i) any law, rule, or regulation specifically applicable to Avanze; or (ii) any formal or informal directive, order or recommendation issued by any of Avanze’s regulators. The Client shall indemnify and hold Avanze harmless for any damages, claims, liabilities, costs, and expenses arising out of Avanze performing its Services in compliance with the Client’s Specifications.
4.2 Disclaimers
(A) EXCEPT AS SPECIFICALLY STATED IN THIS SERVICE TERMS, AVANZE MAKES NO
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, TO THE SERVICES, THEIR
PERFORMANCE HEREUNDER, OR THE RESULTS THEREOF, AND HEREBY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION,
MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, SUITABILITY, ORIGINALLY, FITNESS FOR
PARTICULAR USE OR PURPOSE, OR COMPLIANCE WITH LAWS OF ANY OF SUCH ITEMS AND
SUCH ITEMS ARE PROVIDED “AS IS”. TO THE EXTENT THAT THE AVANZE MAY NOT AS A
MATTER OF LAW DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, THE SCOPE AND
DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH
APPLICABLE LAW.
(B) THE CLIENT UNDERSTANDS THAT THE AVANZE IS PERFORMING THE SERVICES
HEREUNDER WITH SYSTEMS AND DATA THAT HAVE BEEN PROVIDED TO THE AVANZE BY THE
CLIENT OR BY THIRD PARTIES ACTION ON BEHALF OF THE CLIENT AND FOR WHICH THE
AVANZE HAS NO RESPONSIBILITY. AVANZE IS EXCUSED FOR DEFAULT, OR DELAY OR
PERFORMANCE TO THE EXTENT CAUSED BY INACCURATE, INCOMPLETE, OR UNTIMELY
RECEIPT OF DATA OR OTHER MATERIALS FROM THE CLIENT OR ANY THIRD-PARTY ACTION ON
THE CLIENT’S BEHALF. AVANZE WILL HAVE NO LIABILITY IF AVANZE IS IN COMPLIANCE WITH
THE CLIENT’S POLICIES AND WRITTEN INSTRUCTIONS, OR IF ANY BREACH OF SECURITY OR LOSS IS CAUSED BY SYSTEMS, DATA, SOFTWARE, OR OTHER MATERIALS PROVIDED BY OR
ON BEHALF OF THE CLIENT, OR AS A RESULT OF ACTS OR OMISSIONS OF THE CLIENT OR
THIRD PARTIES FOR WHICH THE CLIENT IS RESPONSIBLE.
5.1 Confidential Information. Either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the “Receiving Party”) any confidential or proprietary information of Disclosing Party, its Affiliates, or subsidiaries, including but not limited to (a) trade secrets, ideas, processes, devices, designs, concepts, improvements, know-how, algorithms, models, inventions (whether or not patentable or copyrighted), developments, decision technology, specifications, techniques, sketches, works of authorship, applications, software programs and code (object and source); (b) customer or client lists, policies, procedures, financial information, training plans, business plans, information security plans, or business continuity plans; (c) any personally identifiable information, defined as information that can be identified to a particular person without unreasonable effort, such as the names and social security numbers of Client’s individual customers (“Client Data”) or any personally identifiable information of a Party’s employees; and (d) any other information that Receiving Party could reasonably be expected to know is confidential.
5.2 Exclusions. The obligations of confidentiality will not apply to any Confidential Information that is (i) publicly available or becomes part of the public domain through no fault of Receiving Party, (ii) rightfully received by either Party from a third party, and not accompanied by confidentiality obligations, (iii) independently developed by the Receiving Party without the use or reference to Disclosing Party’s Confidential Information, or (iv) approved in writing for release or disclosure without restriction by the Disclosing Party.
5.3 Obligation. Except as expressly specified in this Service Terms, the Receiving Party shall:
5.4 Mandatory Disclosures. If Confidential Information is required to be disclosed under a requirement of regulatory or governmental authority such Confidential Information may be disclosed under the requirement so long as the Party is required to disclose the Confidential Information to the extent practicable and unless prohibited by law, provides the other Party with timely prior notice of the requirement and coordinate with such other Party to limit the nature and scope of the required disclosure.
6.1 Data Security Obligations. Each Party will use commercially reasonable means to protect the confidentiality, integrity, and security of Personal Information, including complying with the applicable requirements of Title V of the Gramm-Leach-Bliley Act and its implementing regulations ("GLBA").
6.2 Information Security Program. Avanze has implemented and shall maintain an information security program that is designed to meet the following objectives: (i) protect the security and confidentiality of customer information (as defined in GLBA); (ii) protect against any anticipated threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer; and (iv) ensure the proper disposal of consumer information. Upon Client’s written request, Avanze shall allow Client to review any associated audit reports, summaries of test results, or equivalent measures taken by Avanze to assess whether its information security program meets the foregoing objectives, to the extent and on the same terms such information is made generally available to Avanze’s other clients. Avanze shall also take appropriate actions to address incidents of unauthorized access to Client’s “sensitive customer information” (as defined in GLBA), including notification to Client within twenty-four hours of the discovery of such an incident. It is Client’s responsibility to store, use, and retain Client’s data and any Deliverables provided to Client by Avanze hereunder in accordance with applicable federal and state laws, rules, and regulations. Avanze may maintain a copy of the Client’s data and the Deliverables in accordance with Avanze’s data retention policies and procedures.
7.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE OR SIMILAR DAMAGES, LOSSES, OR EXPENSES (INCLUDING LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE, LOST DATA, GOODWILL, OR BUSINESS INTERRUPTION) (COLLECTIVELY “CONSEQUENTIAL DAMAGES”) WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR IF DAMAGES ARE REASONABLY FORESEEABLE, EACH PARTY HEREBY WAIVES ITS RIGHT TO BRING ANY CLAIM FOR CONSEQUENTIAL DAMAGES AGAINST THE OTHER PARTY.
7.2 EXCEPT FOR BREACHES OF SECTION 5 (CONFIDENTIALITY), SECTION 6 (SECURITY PROGRAM), AND CLIENT’S OBLIGATION TO PAY THE OUTSTANDING AMOUNT OWED PURSUANT TO SECTION 3, IN NO EVENT SHALL EITHER AVANZE OR THE CLIENT HAVE ANY LIABILITY TO THE OTHER FOR DAMAGES ARISING UNDER ANY THEORY OF LAW FROM OR IN CONNECTION WITH THIS SERVICE TERMS HEREUNDER IN EXCESS OF THE AGGREGATE FEES (EXCLUDING PASS-THROUGH FEES AND EXPENSES) ACTUALLY PAID BY CLIENT FOR THE DELIVERABLE RESULTING IN SUCH LIABILITY DURING THE IMMEDIATELY PRECEDING TWO (2) MONTHS FROM THE DATE IN WHICH THE CLAIM AROSE. THIS IS AN AGGREGATE LIMIT OF ANY AND ALL OF AVANZE’S OR THE CLIENT’S CLAIMS UNDER THIS SERVICE TERMS. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT SET FORTH HEREIN.
7.3 NEITHER PARTY MAY ASSERT A CAUSE OF ACTION AGAINST THE OTHER MORE THAN ONE (1) YEAR AFTER SUCH PARTY KNEW OF THE FACTS THAT GAVE RISE TO SUCH RIGHT.
7.4 AVANZE SHALL NOT BE IN BREACH OF THIS SERVICE TERMS TO THE EXTENT (A) AVANZE IS FOLLOWING THE DIRECTIONS AND SPECIFICATIONS OF THE CLIENT; OR (B) SUCH BREACH ARISES AS A DIRECT RESULT OF THE CLIENT’S ACTIONS OR OMISSIONS.
8.1 Term. The term of this Service Terms will commence upon the receipt of the order or request for Services and shall continue until terminated or until Avanze provides Services to Client (“Term”).
8.2 Termination for Convenience. Either Party may terminate this Service Terms for convenience upon ninety (90) days’ written notice to the other Party.
8.3 Client’s Right to Terminate. The Client may terminate this Service Terms.
8.4 Avanze’s Right to Terminate. Avanze may terminate this Service Terms.
8.4 Effect of Termination. Upon the effective date of termination or expiration of this Service Terms for any reason (a) all of the Client’s payment obligations under this Service Terms shall be deemed accelerated such that the Client shall require to pay Avanze immediately all fees (including Pass Through Expenses (if any)) that are owed to Avanze; (b) the Parties shall comply with its obligations to return or destroy Confidential Information in accordance with Section 5 within thirty (30) days of such date of termination or expiration; and (c). Client’s access to and receipt of Avanze’s Services shall cease upon termination of the Service Terms.
This Service Terms may not be assigned by Client or Avanze without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, either Party may assign this Service Terms without the other Party’s consent, to its parent company or to any purchaser of all or substantially all of such Party’s assets, or to any successor by way of merger, acquisition, consolidation, corporate restructuring, or similar transaction.
During the Term, Avanze agrees to maintain at its own expenses Errors and Omissions insurance with an aggregate limit of not less than one million dollars ($1,000,000). Upon written request from the Client, Avanze will provide evidence of such insurance.
During the Term of this Service Terms and for twelve (12) months thereafter, neither Party shall directly or indirectly solicit or hire any employee of the other Party without the prior written consent of the other Party. The foregoing shall not apply if such employees respond to a general advertisement for employment.
Avanze may, in its discretion use subcontractors to provide all or a portion of the Services, provided, however, that (a) prior to subcontracting any portion of the Services, Avanze will notify Client of the proposed subcontract; (b) the Avanze shall remain fully liable at all times for the performance of all Services and all other obligations under this Service Terms.
Any notice, request, instruction, or other document to be provided under this agreement by the Client to Avanze shall be in writing and deemed to have been given:(a) upon receipt if delivered in person or through a recognized courier service to Avanze's designated address, (b) on the date of transmission if sent as a PDF attachment in an email or via another wire transmission to Avanze's specified email address, confirmed by Avanze, and subsequently followed by registered or certified mail (return receipt requested and postage prepaid), or (c) three (3) Business Days after being sent via U.S. mail, certified or registered mail, with postage prepaid to Avanze's designated address. Notices shall be directed to Avanze at the address or email address as provided by Avanze in writing as per the terms herein.
| To Avanze: |
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Avanze Business Solutions, Inc. Attention: Legal Department Address: 4725 W Sand Lake Rd, Ste 105 Orlando FL 32819 Email: legal@avanzegroup.com |
14.1 Any dispute or controversy between the Parties with respect to the interpretation or application of any provision of this Service Terms or the performance by Avanze or Client of their respective obligations hereunder will be resolved as provided in this Section (“Dispute Resolution Procedure”).
14.2 Dispute Notice. If a Party shall have any dispute with respect to the obligations or its relationship outlined in this Service Terms (“Dispute”), the Party shall provide the other Party with notification of a dispute to the relationship manager. The Parties shall then negotiate in good faith to resolve such a dispute or claim.
14.3 Informal Dispute Resolution. The Parties may, by mutual Service Terms, attempt to resolve their Dispute informally, in which case, representatives for each Party will meet as often as the Parties reasonably deem necessary to gather and analyze any information relevant to the resolution of the Dispute. Such representatives will negotiate in good faith in an effort to resolve the Dispute. During the course of negotiations, all reasonable requests made by one Party to the other for non-privileged information, reasonably related to the Dispute, will be honored in order that each of the Parties may be fully advised of the other’s position. Proposals and information exchanged during the informal proceedings described in this Section between the Parties will be privileged, confidential, and without prejudice to a Party’s legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, will be considered settlement discussions and proposals and will be inadmissible in any subsequent proceedings.
14.4 Escalation. In the event, that such Dispute is not resolved on an informal basis within sixty (60) Business Days after one Party delivers the Dispute notice to the other Party, either Party may, by written notice to the other Party, refer such Dispute to the executives of each Party or such other person of equivalent or superior position designated by such Party in a written notice to the other Party. ("Executive(s)"). If the Executives cannot resolve any Dispute during the period ending thirty (60) Business Days after the date of the escalation to the Executive, In the event of a Dispute that cannot be resolved by the Executive’s negotiations set forth above (or such process was not elected), each Party hereby agrees that either Party may pursue all available remedies in any court of competent jurisdiction.
14.5 Charges and Costs. In any legal action, the prevailing Party will be entitled to recover, in addition to its damages (subject to limitations stated elsewhere in this Service Terms), its reasonable attorneys’ fees, expert witness fees, and other ordinary and necessary costs of litigation, as determined by the court. Such costs include, without limitation, costs of any legal proceedings brought to enforce a judgment or decree.
15.1 Severability. The invalidity or unenforceability of any particular provision, or part thereof, of this Service Terms, shall not affect the remainder of the said provision, or any other provisions and this Service Terms shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted.
15.2 Captions. The section headings in this Service Terms are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Service Terms.
15.3 Entire Agreement. This Service Terms and/or exhibits, amendments, and modifications, incorporated herein constitute the entire agreement between the Parties and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, regarding the subject matter of this Service Terms.
15.4 Amendments. This Service Terms may be amended only by an instrument in writing executed by the Parties hereto.
15.5 Successors and Third-Party Beneficiaries. This Service Terms is binding on and inure to the benefit of the Parties to this Service Terms and their respective Affiliates, successors, and assigns. No Third Party shall have any rights hereunder.
15.6 Applicable Law. This Service Terms, including the validity hereof and the rights and obligations of the Parties hereunder, shall be construed in accordance with, and all Disputes arising out of or relating to this Service Terms shall be governed by, the laws of the State of Delaware applicable to contracts made and to be performed entirely in such State (without giving effect to the conflicts of law’s provisions thereof).
15.7 Equitable Remedies. The Parties agree that in the event of any breach or threatened breach of any provision of this Service Terms concerning (i) Confidential Information, (ii) intellectual property rights or (iii) other matters of which equitable rights are expressly provided in this Service Terms, money damages may be an inadequate remedy. Accordingly, either Party may seek a preliminary or permanent, mandatory, or prohibitory, injunction or such other order of a court of competent jurisdiction in addition to any other remedy permitted in equity or at law.
15.8 Relationship. The Parties intend to create an independent contractor relationship, and nothing contained in this Service Terms will be construed to make either the Client or Avanze partner, joint ventures, agents, or employees of the other. No officer, director, employee, agent, Affiliate, or contractor employed by Avanze to perform work on the Client’s behalf under this Service Terms will be deemed to be an employee, agent, or contractor of the Client. Neither Party will have any right, power, or authority, express or implied, to bind, or make representations on behalf of the other.
15.9 Survival. The provision of the Service Terms in the following sections shall survive the termination or expiration of the Service Terms, Section 3 (Payment and Pricing), Section 4 (Warranties, Disclaimers, Exclusions), Section 5 (Confidentiality), Section 6 (Security Program), Section 7 (Limitation of Liability), Section 9 (Term & Termination), and Section 15 (Miscellaneous)
15.10 Force Majeure. A Party shall be excused from default or delay in the performance of its obligations hereunder if and to the extent that such default or delay is caused by an act of God, work stoppages, labor disputes, war, acts of terrorism, earthquake, fires, riots, accident, explosion, flood, storm, pandemic or public health crisis, acts of third parties outside of such Party’s reasonable control, or failures or fluctuations in electrical power, heat, light, air conditioning, the internet or telecommunications equipment, or any other extraordinary event of a substantially similar nature that is outside of such Party’s reasonable control (a “Force Majeure Event’). If there is a Force Majeure Event, the affected Party shall be excused from performance for as long as such circumstances prevail, provided that any payment obligations hereunder shall not be excused. If a Force Majeure Event occurs, each Party shall implement its disaster recovery plan and shall use commercially reasonable efforts to meet its obligations outlined in this Service Terms, if a Force Majeure Event continues to prevent a Party’s performance of Services for thirty (30) days or sooner (if it is demonstrable that such performance will not be resumed), any other Party may terminate the affected Service upon notice to the other Parties.
15.11 Waiver. No waiver by any Party of any of the provisions of this Service Terms shall be effective unless explicitly outlined in writing and signed by the Party so waiving. Except as otherwise outlined in this Service Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Service Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.