Merchant Terms and Conditions for MaisonQR Ltd
Terms and conditions
1. Terms and Conditions – Maison QR
2. Introduction
These Terms and Conditions govern the use of Maison QR’s services, website, and digital platforms. By accessing or using any part of Maison QR’s offerings, users agree to comply with these terms in full.
3. Services
Maison QR provides digital, creative, and branding solutions, including but not limited to design, marketing, and content creation. All services are subject to availability and may be modified or discontinued at any time without prior notice.
4. Intellectual Property
All content, designs, graphics, logos, and materials created or displayed by Maison QR are the exclusive property of Maison QR unless otherwise stated. Unauthorized use, reproduction, or distribution of any materials is strictly prohibited.
5. Client Responsibilities
Clients must provide accurate information, timely feedback, and necessary materials to ensure project completion. Delays caused by incomplete or inaccurate information may affect delivery timelines.
6. Payments and Fees
All fees are payable as outlined in the project agreement or invoice. Payments must be made in full before final deliverables are released. Late payments may incur additional charges or suspension of services.
7. Revisions and Approvals
Maison QR offers a limited number of revisions as specified in each project agreement. Additional revisions beyond the agreed scope may incur extra fees. Final approval from the client signifies acceptance of the work as complete.
8. Confidentiality
Maison QR respects client confidentiality and will not disclose any private or proprietary information without consent, except as required by law.
9. Limitation of Liability
Maison QR is not liable for any indirect, incidental, or consequential damages arising from the use or inability to use its services. Liability is limited to the amount paid by the client for the specific project.
10. Termination
Either party may terminate a project with written notice. In the event of termination, the client is responsible for payment of all completed work and any non-refundable expenses incurred up to the termination date.
11. Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of the jurisdiction in which Maison QR operates. Any disputes shall be resolved in the courts of that jurisdiction.
12. Updates to Terms
Maison QR reserves the right to update or modify these Terms and Conditions at any time. Continued use of Maison QR’s services after changes are posted constitutes acceptance of the revised terms.
13. Contact Information
For questions or concerns regarding these Terms and Conditions, contact Maison QR at:
Email: info@www.maisonqr.com
Website: www.maisonqr.com
Services: During the Term (as defined below), and if mutually agreed to in writing, Vendor may provide services to Client or Client’s customers (“Services”) described in one or more written statements of work executed by both Parties (each, a “SOW”). This Agreement shall control over any conflicting provisions of a SOW, unless otherwise stated in such SOW. This Agreement does not impose on Client any obligation to deal exclusively with Vendor for services similar to the Services. Vendor is not obligated to undertake, and Client is not obligated to purchase or pay for, any Services unless this Agreement and a SOW for such Services is executed and delivered by both Parties.
Term: This Agreement shall commence as of the Effective Date and continue, unless otherwise terminated earlier pursuant to the terms hereof, until the later of: (i) the second anniversary of the Effective Date; or (ii) the expiration or termination of, or completion of all Services pursuant to, any outstanding SOW (the “Initial Term”). This Agreement may be extended for one or more renewal terms (each, a “Renewal Term”) with the written agreement of both parties (the Initial Term and any Renewal Term are collectively referred to as the “Term”).
Payment Terms: In consideration for and subject to Vendor’s full performance of the obligations as described herein and in the relevant SOW, Client shall pay to Vendor the fees set forth in the SOW. Invoices when issued shall be due and payable within 14 days after Client’s receipt of the invoice. Vendor shall be responsible for the withholding or payment, as required by law, of all federal, state and local taxes (including without limitation, all employment, income, sales, use, services and other taxes) imposed on Vendor or its employees or permitted subcontractors because of the performance of Services hereunder. Furthermore, Vendor shall comply with all international and domestic federal and state benefits laws applicable to Vendor or its employees, including without limitation, making deductions and contributions to social security, disability and unemployment tax. Each Party shall be responsible for the payment of other taxes, if any, imposed upon it resulting from, arising out of or relating to this Agreement. Vendor agrees to reasonably cooperate with Client in order to minimize any such tax obligations.
Confidential Information and Protection of Data: Confidential Information: The Parties have entered into a confidentiality agreement dated as of the date listed on the signature page (the “NDA”), which is incorporated by reference herein. The disclosure of any confidential or proprietary information (as described in the NDA) made hereunder will be governed by the NDA. If there is any conflict between the terms of the NDA and this Agreement, the terms of this Agreement shall prevail. Notwithstanding the foregoing, Client may in its discretion share anonymized confidential information with third parties.
Publicity: Except as expressly provided for herein or in any SOW, Vendor shall be able advertise, market, disclose or otherwise make known to others(other than Vendor’s employees and permitted subcontractors who are performing Vendor’s obligations under this Agreement) the existence of a relationship with Client, including mentioning or implying the name of Client, or any of its Affiliates or personnel Vendor may disclose such information as may be expressly required under applicable law without such consent from Client; provided that Vendor promptly(prior to such disclosure to the extent possible) notifies Client in writing of any such disclosure required by law, including any notices received by Vendor requiring such disclosure.
Personal Information: To the extent Vendor receives, maintains, processes or otherwise has access to Personal Information(as defined in Exhibit B attached hereto) in connection with the Services, Vendor shall comply with Exhibit B.
Client/Vendor Representations: Client and Vendor each represents and warrants that: (a) it has full power to enter into this Agreement, to carry out its obligations hereunder and to grant all other rights granted herein; (b) it (and its employees and permitted subcontractors used to provide Services and deliver any Deliverables (as defined below) shall operate in compliance with all applicable federal, state and local laws, statutes, codes, ordinances and regulations, and that it is properly registered to do business or licensed in all jurisdictions in which it will provide Services and Deliverables; (c) it has the requisite skill, experience and resources to perform all Services and deliver the Deliverables; (d) the Services and Deliverables shall be performed in a timely and professional manner consistent with industry standards, exercising due skill and care; (e) the Services and Deliverables will comply with all applicable laws and regulations; and (f) the Deliverables will materially conform to any relevant specifications in the applicable SOW and/or other written documentation.
Ownership: Ownership of Deliverables: Except as otherwise expressly set forth below or in a SOW, all right, title, and interest in and to any Deliverables shall be exclusively owned by Client or Client’s customers, including without limitation, all rights under any applicable copyrights, patents, trade secrets, and other intellectual property rights. Vendor Ownership: Notwithstanding the foregoing, Vendor shall own and retain all right, title and interest in and to (a) services and software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, know-how or other technology developed by Vendor in connection with services, software or support under this Agreement, and (c) all Intellectual Property rights related to any of the foregoing. “Intellectual Property” means the technology that facilitates the electronic signing of documents, including (i) patents, patent applications and patent rights; (ii) trademarks, rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii) any right relating to the existence or protection of trade secrets and confidential information; (iv) design, implementation, schema structure software code and know-how related to system architecture and conceptual engineering; (v) any right analogous to those set forth above and any other proprietary rights relating to intangible property; (vi) divisions, continuations, renewals, reissues and extensions of the foregoing now existing, hereafter filed, issued, created or acquired; and (vii) any goodwill associated with the foregoing items (i) through (vi), worldwide.
Client and Vendor Materials and Data: (i) Client Materials: If Client (or its designees) provide Vendor with any tools, equipment, software, lists, files, contacts or other materials, including without limitation, business requirements/processes, owned by Client or its Affiliates or any third party (collectively, the “Client Materials”), Client grants to Vendor a non-exclusive, limited, non-transferable license to use such Client Materials solely in connection with the performance of its obligations under the SOW to which they relate and solely for the term of such SOW. Vendor agrees and acknowledges: (A) that it shall not acquire any right, title or interest to the Client Materials by virtue of this Agreement, other than the limited license expressly granted to Vendor; (B) that it shall not allow access to such Client Materials to any third party (other than permitted subcontractors as provided in Section 11(b)); (C) that upon the expiration or termination of this Agreement or relevant SOW, as the case may be (or earlier upon the request of Client), Vendor shall return the Client Materials to Client in substantially the same condition as provided to Vendor, normal wear and tear excepted, and shall not retain any copy thereof; (D) to abide by any and all license 3 requirements and instructions of Client related to such Client Materials; and (E) with respect to software owned or licensed by Client and provided to Vendor for purposes of performing the Services, Vendor shall not copy, reproduce, modify, adapt, translate or create any derivative works from such software (unless specifically authorized by Client as part of the Services), or disassemble, decompile, reverse engineer or make any other attempt by any means to discover or obtain the source code of such software (if such software is provided and only intended to be used in object code format).(ii) Client Data: “Client Data” means, in or on any medium or form, records, data, files, reports, forms, and other information (including summaries or indices of the foregoing) of Client or its customers, employees or vendors, which is either provided to, or which is received, accessed, developed or stored by, Vendor and/or its subcontractors or agents in connection with the Services. Vendor agrees and acknowledges that: (A) Client Data shall be considered “Confidential Information” under the NDA; (B) Vendor may use Client Data solely to provide the Services and may not otherwise process, modify or exploit Client Data, or merge it with other data, or do any other thing that may adversely affect the integrity, security or confidentiality of such data; (C) Client owns all right, title and interest in the Client Data and in any modification, compilation, or derivative work therefrom; and (D) in the event Vendor becomes aware that it has received Client Data in error or that is not necessary to perform the Services, Vendor shall promptly notify Client at contact@www.maisonqr.com of such receipt and follow Client’s direction with respect to the handling of such Client Data.(iii) Vendor Data: “Vendor Data” means, in or on any medium or form, records, data, files, reports, forms, and other information (including summaries or indices of the foregoing) of Vendor or its customers, employees or vendors, which is either provided to, or which is received, accessed, developed or stored by, Vendor and/or its subcontractors or agents in connection with the Services. Vendor agrees and acknowledges that: (A) Vendor Data shall be considered “Confidential Information” under the NDA; (B) Vendor may use Vendor Data solely to provide the Services and may not otherwise process, modify or exploit Vendor Data, or merge it with other data, or do any other thing that may adversely affect the integrity, security or confidentiality of such data; (C) Vendor owns all right, title and interest in the Vendor Data and in any modification, compilation, or derivative work therefrom; and (D) in the event Vendor becomes aware that it has received Vendor Data in error or that is not necessary to perform the Services, Vendor shall promptly notify Vendor at contact@www.maisonqr.com of such receipt and follow Vendor’s direction with respect to the handling of such Vendor Data.
Indemnification: Indemnification: Each Party (an “Indemnifying Party”) shall defend at its own expense the other Party and its Affiliates (as defined in Section 13(b) below) and their respective directors, officers, employees and agents (collectively, the “Indemnified Party”) from and against any and all third party claims, demands, suits or actions (collectively, a “Third Party Claim”) resulting from, arising out of or relating to the Indemnifying Party’s (including its employees and anyone acting on its behalf) alleged or actual: (i) acts or omissions, wilful misconduct or fraud in connection with this Agreement; (ii) breach of this Agreement; (iii) violation of any statute, law, ordinance or regulation; and (iv) disputes between the Indemnifying Party and any of its subcontractors, employees, or agents, partners, or joint ventures. Vendor, as the Indemnifying Party, shall defend at its own expense Client and its Affiliates and their respective directors, officers, employees and agents, as the Indemnified Party, from and against any Third Party Claim resulting from, arising out of or relating to any allegation that the Services or Deliverables infringe any patent, copyright, trademark, trade secret or other intellectual property or other rights of a third party. With respect to each Third Party Claim that is indemnifiable under this section (“Indemnifiable Claim”), the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all losses, including without limitation damages, judgments, awards, expenses, attorneys’ fees, and costs, that are awarded by a court, administrative agency, governmental authority, or arbitrator or that are payable to the third party pursuant to a settlement made by the Indemnifying Party or otherwise.
Rights Upon Potential Impaired Use: Notwithstanding anything to the contrary herein, Vendor shall have no liability or obligation to Client (a) with respect to any claim related to any intellectual property claims relating to content not created or otherwise provided by Client; or (b) with respect to Client’s indemnification obligation pursuant to this Section, claims based on portions or components of the Vendor’s services (i) resulting in whole or in part from Client’s specifications or configurations, (ii) that are modified after delivery by Vendor, (iii) combined with other commercially unforeseen products, processes or materials where the alleged infringement relates to such combination, (iv) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Client’s use is not materially in accordance with this Agreement or any documentation related to Client’s software and services provided to Customer and such lack of compliance proximately caused such damage. Procedures: The Indemnified Party shall give the Indemnifying Party prompt notice of any Indemnifiable Claim for which the Indemnified Party seeks defence and indemnity under this section (a “Notice”). The Indemnified Party’s failure to provide or delay in providing a Notice shall not diminish the Indemnifying Party’s defence and indemnity obligations hereunder unless and only to the extent that the Indemnifying Party is materially and adversely affected by such failure or delay to give such Notice. The Indemnifying Party shall inform the Indemnified Party promptly following of receipt of a Notice as to whether it will defend and indemnify the Third-Party Claim(s) set forth in the Notice. If the Indemnifying Party denies, limits, or conditions the defence or indemnity of the Third Party Claim(s) set forth in the Notice, it shall provide with its response to the Notice a detailed explanation of the basis for such denial, limitation, or condition. The Parties agree that any dispute between them as to whether a Third Party Claim is indemnifiable under this section shall be resolved in accordance with the dispute resolution procedure set forth in Section 13(d) below, or as otherwise agreed to in writing by the Parties. The Indemnifying Party shall control the defence of any Indemnifiable Claim; provided that any settlement by the Indemnifying Party must be approved by the Indemnified Party, with such approval not to be unreasonably withheld or delayed (except that any settlement requiring the Indemnified Party to make any admission of liability, pay any amount, or be subject to any injunctive or continuing obligation shall be subject to the Indemnified Party’s approval in its sole discretion). The Indemnified Party shall reasonably cooperate (at the Indemnifying Party’s request and expense) with the Indemnifying Party in the defence of such Indemnifiable Claim. The Indemnified Party also has the right to retain separate counsel at its own expense in connection with such Indemnifiable Claim; provided that if the Indemnifying Party has been advised by the written opinion of counsel to either Party that the use of the same counsel to represent both Parties would present a conflict of interest, then the Indemnified Party may select its own counsel and all fees, costs, and expenses of the defence shall be borne by the Indemnifying Party. If the Indemnifying Party fails to defend and/or indemnify promptly as provided above and the Indemnified Party is therefore required to defend or settle the Indemnifiable Claim itself, then (if the Indemnified Party successfully enforces these indemnity obligations against the Indemnifying Party) the Indemnifying Party (i) shall reimburse the Indemnified Party for all reasonable expenses and costs (including without limitation attorney’s fees and expenses) incurred in successfully enforcing these indemnity obligations and in defending or settling the Indemnifiable Claim, (ii) shall be bound by any judgment or settlement of the Indemnifiable Claim and (iii) shall indemnify the Indemnified Party for all damages, judgments, awards, fines, penalties, expenses, and costs (including without limitation attorney’s fees and expenses) that are awarded to the third party who brought the Indemnifiable Claim or that are payable or were paid to the third party in a settlement.
Termination: For Breach: If a Party breaches this Agreement or any SOW (including any document that this Agreement references as being attached or incorporated herein by reference), the other Party has the right to terminate this Agreement or such SOW by providing notice of termination, if the breach has not been cured within 30 days following receipt of notice of the breach (or if the breach is not capable of being cured). Such other Party is not obligated to pay for any time or resources required to cure any breach. A breach of one SOW entitles the other Party to terminate the affected SOW, but not the entire Agreement, except as 5 provided in the following sentence. If Vendor commits more than two breaches of its duties or obligations under this Agreement or any SOWs with respect to which a breach notice was sent (whether subsequently cured or not), Client may terminate this Agreement and/or any or all SOWs upon notice. Termination Without Cause: In addition to any other termination rights, during the Initial Term, either Party has the right in its discretion to terminate this Agreement or any SOW, for any reason or for no reason, upon 60 days prior notice to the other Party. Thereafter, a Party in its discretion may terminate this Agreement or any SOW, for any reason or for no reason, upon 90 days prior notice to the other Party. Effect of Termination: Transition Period. Upon termination or other expiration of this Agreement, Vendor shall return all Client Materials held by Vendor for purposes of performance of this Agreement. Survival: The following provisions shall survive any expiration or termination of this Agreement: Section 3 (Payment Terms and Invoicing), Section 4 (Confidential Information and Protection of Data), Section 5 (Vendor Representations), Section 6 (Ownership), Section 7 (Indemnification), subsections 8(c) (Effect of Termination; Transition Period) and (d) (Survival), Section 9 (Insurance) (until expiration or termination of all SOWs), Section 10 (Independent Contractor), Section 11 (Vendor Personnel), Section 12 (Force Majeure), and Section 13 (General Terms).
Insurance: Prior to the start of any Services, Client and Vendor shall at its own expense procure and maintain during the Term, and for a period of three years thereafter, the minimum insurance set forth on Exhibit A (the “Required Minimum Insurance”). The Required Minimum Insurance shall: (i) be carried with responsible insurance companies rated A VIII or better by A.M. Best (or its foreign equivalent) and coverage shall respond in the state or country in which the Services are rendered; (ii) provide primary coverage and not call upon any other insurance procured by other parties for defence, payment or contribution; (iii) waive insurer(s) subrogation rights against Client; (iv) name a Party and its Affiliates as additional insureds, as their interests may appear (ATIMA); and (v) be provided on an occurrence rather than a claims made basis; however if any Required Minimum Insurance is available only on a claims-made basis, then the dates of coverage (including the retroactive date) and the time period within which any claim can be filed shall continue during the Term and for a period of three years thereafter, and neither Client nor Vendor shall not permit any gaps in coverage to occur. Notwithstanding the minimum limits of coverage of the Required Minimum Insurance, additional insured status shall be for the full limits of Client or Vendor’s insurance coverage, including but not limited to, any excess insurance coverage purchased by the Client or Vendor. Client and Vendor shall comply with all warranties, declarations and conditions contained in each policy evidencing the Required Minimum Insurance. With the exception of Clients or Vendor’s insurer(s) 10 day notice for non-payment of premium, Client or Vendor (and/or its insurer representative) shall provide at least 30 days prior notice to Client or Vendor upon any termination, non-renewal, cancellation, or material change in coverage or deductible amounts of the Required Minimum Insurance. Prior to commencement of the Services and upon policy renewal, a Party shall deliver to other certificates of insurance and any required endorsements made out by the applicable insurer(s) (or their authorized agents) evidencing the Required Minimum Insurance and any material policy amendments thereto. If a Party fails to procure or maintain the Required Minimum Insurance, a Party shall have the right, but not the obligation, to effect such insurance at a Party’s expense, and a Party agrees to indemnify and hold harmless Client against all liability and loss in connection with a Party’s failure to comply with the provisions of this Section. The Required Minimum Insurance in no manner relieves or releases a Party, its agents, subcontractors, and invitees from, or limits their liability as to, any and all obligations assumed or risks indemnified against in this Agreement.
Independent Contractor: Each of the Parties is an independent contractor and shall not be considered to be an agent, distributor or representative of the other. Neither Party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. All personnel supplied or used by Vendor shall be deemed employees, agents or subcontractors of Vendor and shall not be considered employees, agents or subcontractors of Client for any purpose whatsoever. Vendor shall assign only Vendor personnel or permitted subcontractors who are 6 legally eligible to work in the location in which Services are to be performed by those personnel or permitted subcontractors. Vendor assumes full responsibility for the actions of all such personnel and permitted subcontractors while performing Services and for the payment of their compensation (including, if applicable, withholding of income taxes and the payment and withholding of social security and other applicable taxes), workers’ compensation, disability benefits and the like to the extent applicable. Vendor shall defend, indemnify and hold harmless Client against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws and all other laws applicable to Vendor or its employees or permitted subcontractors engaged in performance of this Agreement.
Non- Circumvent: During the term of this Agreement and at any time thereafter, the Parties agree not to utilize in any way the Confidential Information as defined in Section 4(a) and exchanged hereunder for the purpose of circumventing the other in connection with any opportunity contemplated hereunder and in connection with the business that is conducted as a result of this Agreement. The Parties shall also refrain from taking any other action to circumvent the other Party in connection with any opportunity contemplated hereunder and in connection with the business that is conducted as a result of this Agreement for a period of two (2) years following the termination of this Agreement for any reason. The Parties agree that the terms of the aforesaid covenants are commercially reasonable and necessary under the circumstances.
Force Majeure: Neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control that are not due to the negligence or misconduct of the Party claiming relief under this Section, including without limitation, fire or other casualty, act of God, war, terrorism, or other violence, any law, order or requirement of any governmental agency or authority or other causes beyond the reasonable control of such Party; provided that such Party has informed the other Party of such force majeure event promptly upon the occurrence thereof (including a reasonable estimate of the additional time required for performance to the extent determinable) and such Party uses reasonable commercial efforts to effect the required performance as soon as reasonably practicable. If Client’s rights have been impaired or intentions unfulfilled due to a force majeure event affecting Vendor, the Parties shall negotiate in good faith an appropriate adjustment or refund in price or appropriate alternative goods or services of equivalent value.
Non-Disparagement: The Parties acknowledge that each of them has an established reputation within the industries in which they work and/or operate. Accordingly, each Party agrees to refrain from any disparagement, defamation, libel or slander of the other (affiliated persons and entities, related persons and entities, heirs, predecessors, successors, assigns, officers, directors, employees, independent contractors, servants, agents, representatives, insurance carriers, and attorneys), or tortious interference with the contracts and relationships of the other Party. It is understood that this provision is not intended to prevent, limit or restrict any party to this Agreement from testifying truthfully pursuant to a lawfully issued subpoena. This provision expressly does not prohibit a party from seeking damages under any other provision of this Agreement.
General Terms: Time of the Essence: Time is of the essence with respect to any Services to be performed or Deliverables to be delivered hereunder.
Assignment: This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective heirs, permitted successors and permitted assigns. Neither Party shall assign this Agreement or any rights hereunder or, except as expressly permitted in this Agreement, delegate any obligations hereunder to any third party without the other Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, either Party may, 7 without consent, assign this Agreement or rights hereunder or delegate obligations to any Affiliate or to any entity which has acquired all or substantially all of its assets or business, whether by merger or acquisition; provided that (i) any such assignment or delegation to an Affiliate or acquirer is conditioned upon the assignee’s assumption of all obligations and liabilities of the assignor under this Agreement and (ii) Vendor shall not assign or delegate to any Affiliate or acquirer that is a competitor of Client without Client’s prior written consent (which may be withheld in its sole discretion). Either Party shall have the right in its discretion to terminate this Agreement immediately in addition to all other available remedies if there is any assignment or delegation in violation of the foregoing. Disputes; Governing Law: Any disputes between the Parties relating to this Agreement shall initially be referred jointly to each Party’s respective internal representative, as designated by each Party. If such designated representatives are unable to resolve the dispute within five business days after referral of the matter to them, the Parties shall submit the dispute to a senior executive from each Party for resolution. If such executives are unable to resolve the dispute within 10 business days after referral of the matter to them, the Parties shall then submit the dispute to each Party’s general counsel for resolution, who shall use good faith efforts to resolve the matter to the mutual satisfaction of the Parties within 30 days. This Agreement shall be construed in accordance with the laws of England excluding its conflict of law provisions. The Parties agree to sole venue in the courts located in the London England, and each Party hereby consents to the jurisdiction of such courts over itself in any action relating to this Agreement.
Severability: If any provision of this Agreement is found to be invalid or unenforceable to any extent, then the invalid portion shall be deemed conformed to the minimum requirements of law to the extent possible. In addition, all other provisions of this Agreement shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law. Waiver: No waiver of any provision of this Agreement shall be valid unless in writing signed by the Party to be charged. No waiver with respect to any provision on one occasion shall be deemed a waiver of such provision on any other occasion. Amendment: Any modification or amendment of this Agreement (including without limitation, any SOW) must be in writing and signed by both Parties. Entire Agreement and Non-Reliance; Interpretation: This Agreement, the NDA, any SOW, and any other document that this Agreement references as being attached hereto or incorporated herein by reference, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes any other agreements, discussions, proposals, representations or warranties, whether written or oral between the Parties with respect to the subject matter hereof. For the avoidance of doubt, any terms and conditions contained in any purchase or sales order, confirmation, acceptance or other purchasing or sale instruments/documents that are inconsistent, different or in addition to any provision of this Agreement, shall be null and void and superseded in their entirety by the terms and conditions of this Agreement. Each Party acknowledges and agrees that: (i) in deciding whether or not to enter into this Agreement and/or provide the Services, rights and obligations herein, it did so without reliance upon any oral or written representations made to it by the other Party, its employees or agents that are not included in this Agreement and hereby waives any claims of reliance upon any such oral and/or written representations that are not expressly set forth in this Agreement; and (ii) this Agreement has been the subject of active and complete negotiations, and this Agreement should not be construed in favour of or against any Party based on such Party’s or its advisors’ participation in the preparation of this Agreement. Any indemnity described in this Agreement (including all Exhibits) shall be governed by the terms of Section 7 above.
Remedies: Except as expressly provided in this Agreement, a Party’s exercise of any right or remedy under this Agreement or under applicable law is not exclusive and shall not preclude such Party from exercising any other right or remedy that may be available to it. If either Party seeks monetary damages from the other Party, and a final judgment is entered entirely in Favor of the Party defending the monetary damages claim, then the Party who brought such monetary claim shall reimburse the defending 8 Party for its reasonable attorney’s fees and costs paid defending that claim. Otherwise, each Party shall bear its own fees and expenses unless otherwise provided by statute. Third Party Beneficiaries: This Agreement is for the sole benefit of the Parties and is not intended to, and shall not be construed to, create any right or confer any benefit on or against any third party, except as expressly provided in this Agreement. Notwithstanding the foregoing, Client’s Affiliates and customers are third party beneficiaries of this Agreement.
Effectiveness of Agreement: The preparation, revision or delivery of this document for examination and discussion is not an offer to enter into any agreement and is merely a part of the negotiations between the Parties. Neither Party shall have any obligation or liability to the other whatsoever at law or in equity (including without limitation, any claims for detrimental reliance or promissory estoppel) relating to the subject matter hereof unless and until such time as both Parties shall have executed and delivered this Agreement.
Notices: All notices or demands required or permitted pursuant to this Agreement shall be in writing and shall be sent: (i) by courier or in person with signed receipt; (ii) by nationally recognized overnight delivery service, prepaid, with signature required; or (iii) by fax if promptly confirmed by copy sent pursuant to any of the foregoing methods, and in each case shall be sent to the other Party at its address set forth below or to such other addresses as either Party may designate from time to time by notice to the other Party in accordance with this Section. Notices shall be deemed received upon actual receipt or refusal of delivery.
Counterparts; Signatures: This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument. The Parties’ faxed, scanned or authenticated electronic or digital signatures will be effective to bind them to this Agreement, any SOW or any amendment thereof.
Client Non-Solicitation/Non-Hire of Vendor’s Employees: For one (1) year from the later of (i) the Effective Date, or (ii) the date this Agreement is fully executed by both Parties (such period is referred to as the “Restricted Period”), Client agrees not to hire, or directly or indirectly solicit for employment, any of Vendor’s employees who were directly involved with negotiating the terms of this Agreement (including any SOW or order document entered into hereunder). If any Vendor employee solicits employment with Client during the Restricted Period, Client shall direct such employee to communicate to Vendor such interest in employment with Client, and any further discussions or evaluations will be conducted only with Clients prior knowledge and approval. Client Non Solicitation of Vendor’s Customers: During the Term and for one (1) year following the expiration or termination of the Agreement, Client shall not, either directly or indirectly, solicit, or otherwise engage Vendor’s customers (1) who directly or indirectly received Services from Vendor pursuant to this Agreement or (2) who were otherwise directly or indirectly introduced to Vendor by Client, for the purposes of providing the Services or similar services directly (or indirectly through a third party) to the customer. Record Keeping: During the term of this Agreement and for 2 years after the expiration or termination of this Agreement (the “Review Period”), Vendor shall maintain, in accordance with generally accepted accounting practices, accurate and complete records relative to this Agreement. At any time during the Review Period, no more than once annually (unless required by governmental authorities or applicable laws) and upon Vendor’ prior written request, Vendor or its designated agents may reasonably request copies of such records and Client shall cooperate and promptly provide Vendor or its agents with such records. In the event Vendor’s review reveals that Vendor failed to receive amounts it was due hereunder, Vendor shall be entitled to payment of those amounts from Client.