Master Services Agreement

Breathe Easy.

this agreement is in effect as of May 30th, 2018. we reserve the right to change this user agreement from time to time without notice. you acknowledge and agree that it is your responsibility to review this user agreement periodically to familiarize yourself with any modifications. your continued use of this site after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

 

 

 

 

 

 

 

2. Finalizing Changes – If the parties agree to change the Deliverables, Fees, or schedule of
a Statement of Work, they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes.

2.6 ADDITIONAL STATEMENTS OF WORK

 

1. Request Additional Services – The Client may request additional services by written notice to The Agency reasonably detailing the requested services

 

2. Assess the Request – Promptly after receiving a request for additional services from The
Client, Ray Hill Incorporated shall

i. assess the request to determine if there are circumstances preventing it from
providing the services, and

ii. if there are no circumstances preventing it from providing the requested services,
provide Ray Hill Incorporated with estimated Fees and timeline for the requested
services.

 

3. Execute New Statement of Work – If after receiving Ray Hill Incorporated’s estimates
The Client still wants the requested services, the parties shall execute a new Statement of Work
according to the requirements of paragraph “CONTENTS OF STATEMENTS OF WORK”.

03.

ACCEPTANCE AND REJECTION

3.1 REVIEW PERIOD

 

e Client will have 5 Business Days’ after Ray Hill Incorporated provides each Deliverables to inspect and test the Deliverables to ensure it meets the acceptance criteria outlined in the applicable Statement of Work (the “Inspection Period”).

3.2 ACCEPTANCE

 

If in The Client’s opinion the Deliverables meets the acceptance criteria, The Client shall accept
the Deliverables and notify Ray Hill Incorporated that it is accepting the Deliverables.

3.3 deemed acceptance

 

The Client will be deemed to have accepted the Deliverables if

1. The Client fails to notify Ray Hill Incorporated on or before the expiration of the
Inspection Period, or

2. if during the Inspection Period, The Client uses or attempts to use the Deliverables beyond
what is necessary for inspection and testing and in a way a reasonable person would
consider consistent with The Client having accepted the Deliverables from Ray Hill Incorporated.

3.4 REJECTION

 

If in The Client’s opinion, the Deliverables fails in a material way to meet the acceptance criteria, The Client may reject the Deliverables by delivering to The Client a written list detailing each failure to satisfy the acceptance criteria.

3.5 OPPORTUNITY TO CURE

 

If The Client rejects the Deliverables, Ray Hill Incorporated will have 3 opportunities to promptly cure each failure in the Deliverables and re-deliver the Deliverables to The Client to re-inspect and review.

3.6 CONTINUE FAILURE TO CURE

 

If in The Client’s opinion, Ray Hill Incorporated’s corrections fail to satisfy the acceptance criteria
3 times, The Client may either

1. terminate this agreement, or
2. adjust the acceptance criteria for that Deliverables, and
3. require Ray Hill Incorporated to pay the Adjustment Fee

3.7 ADJUSTMENT FEE

 

“Adjustment Fee” means $ 90.00.

3.8 liquidated damages statement

 

Ray Hill Incorporated acknowledges that

1. the actual damages likely to result from the late delivery of a Deliverables, due to
Ray Hill Incorporated’s failure to comply with the Acceptance Criteria, are difficult to
estimate when entering this agreement and would be difficult for The Client to prove,

2. the parties intend that Ray Hill Incorporated’s payment of the Adjustment Fees would
serve to compensate The Client for Ray Hill Incorporated’s failure to timely deliver a Deliverables that complies with its acceptance criteria, not to serve as punishment for any such breach by Ray Hill Incorporated.

04.

compensation

 

The Client shall pay to Ray Hill Incorporated compensation for each Deliverables according to the fee schedules listed in the applicable Statements of Work (the “Compensation”).

05.

PAYMENT OF COMPENSATION

5.1 INVOICE DELIVERY

 

Ray Hill Incorporated shall invoice The Client MONTHLY.

5.2 PAYMENT

 

The Client shall pay each invoice to Ray Hill Incorporated.
1. Due on receipt. No later than 30 Business Days’ after receiving each invoice,
2. in immediately available funds
3. or by preauthorized credit card or direct bank payment.

5.3 ACCOUNTING

 

Ray Hill Incorporated shall

1. maintain records of its Services to The Client, and

2. make these records available to The Client on request.

5.4 INVOICE PROCEDURE AND REQUIREMENTS

 

Ray Hill Incorporated shall make each invoice to The Client in writing, including:

i. an invoice number,
ii. the invoice date and accounting period,
iii. the total amount due,
iv. the routing number, direct deposit number, or address the payment should be made to,
v. and the accounting that details the specific Deliverables the invoice is for

06.

TAXES

 

Payment amounts under this agreement do not include taxes, and Ray Hill Incorporated and The
Client shall pay all Taxes applicable to payments between the parties under this agreement.

07.

INTEREST ON LATE PAYMENTS

 

Any amount not paid when due will bear interest from the due date until paid at a rate equal to
[1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

08.

term

 

This agreement begins on the Effective Date, and will continue until terminated (the “Term”).

09.

MUTUAL REPRESENTATIONS

9.1 AUTHORITY AND CAPACITY

 

The parties have the authority and capacity to enter into this agreement.

9.2 EXECUTION AND DELIVERY

 

The parties have executed and delivered this agreement.

9.3 ENFORCEABILITY

 

This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

9.4 NO CONFLICTS

 

her party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

10.

NO WARRANTY

10.1 “AS-IS”

 

Unless otherwise listed in this agreement, the Deliverables are provided “as is,” with all faults,
defects, bugs, and errors.

10.2 NO WORRIES

 

Unless otherwise listed in this agreement,

1. Ray Hill Incorporated does not make any warranty regarding the Deliverables, which
includes that

2. Ray Hill Incorporated disclaims to the [fullest] extent authorized by Law any and all [other]
warranties, whether express or implied, including any implied warranties of [title,
non-infringement, quiet enjoyment, integration,] merchantability or fitness for a
particular purpose.

10.

NO WARRANTY

10.1 “AS-IS”

 

Unless otherwise listed in this agreement, the Deliverables are provided “as is,” with all faults,
defects, bugs, and errors.

10.2 NO WORRIES

 

Unless otherwise listed in this agreement,

1. Ray Hill Incorporated does not make any warranty regarding the Deliverables, which
includes that

2. Ray Hill Incorporated disclaims to the [fullest] extent authorized by Law any and all [other]
warranties, whether express or implied, including any implied warranties of [title,
non-infringement, quiet enjoyment, integration,] merchantability or fitness for a
particular purpose.

11.

MANAGEMENT

11.1 PROJECT MANAGERS

 

Each party shall appoint a relationship manager to manage the relationship established by this
agreement (each a “Project Manager”) who will

 

1. have overall managerial responsibility for the party’s responsibilities under this agreement, including for Ray Hill Incorporated’s Project Manager, coordinating, overseeing, and monitoring the Ray Hill Incorporated’s performance of each Deliverables,

2. on the other party’s request, attend the other party’s regularly scheduled executive level
meetings and planning sessions in connection with this agreement,

3. serve as the primary liaisons between the parties,

4. maintain steady communication with each other regarding the performance of each
Deliverables, and

5. be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

11.2 PROJECT MANAGERS

 

The parties shall direct all significant communications between themselves to the other party’s Project Manager, except that The Client may direct communications regarding disruptions, outages, latency, or other issues with a Deliverables to Ray Hill Incorporated’s emergency contact designated under paragraph “EMERGENCY CONTACT”.

11.3 PROJECT MANAGERS

 

1. Project Manager Information – Promptly after the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and e-mail address of its Project Manager.

2. Emergency Contact – In addition to Ray Hill Incorporated Project Manager, Ray Hill Incorporated shall provide the name, telephone number, facsimile number and e-mail address of its personnel who The Client should contact in case of any disruptions, outages, latency, or other issues with a Deliverables.

11.4 CHANGE TO CONTACTS OR CONTACT INFORMATION

 

Either party may change their Project Manager or the contact information of their Project Manager, and in Ray Hill Incorporated’s case it’s emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

12.

PERSONNEL

12.1 SKILLED PERSONNEL

 

Ray Hill Incorporated shall retain and employ personnel, including subcontractors under section “SUBCONTRACTORS” who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Deliverables according to standards and service levels required under
this agreement

12.2 SUPERVISION OF PERSONNEL

 

Ray Hill Incorporated shall be responsible for all personnel assigned to provide the Deliverables
to The Client.

12.3 SECURITY TRAINING

 

Ray Hill Incorporated shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, Ray Hill Incorporated’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

12.4 KEY PERSONNEL

 

Ray Hill Incorporated will not, without good cause, replace any Key Personnel unless The Client consents in writing.

12.5 REPLACEMENT PERSONNEL

 

1. Request for Good Cause – For good cause, The Client may request replacement of any of
Ray Hill Incorporated’s personnel.

2. Response to Request – If The Client has good cause to request a replacement, within
[five] Business Days’ of receiving the request, Ray Hill Incorporated shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

12.6 BACKGROUND CHECKS, CRIMINAL RECORDS CHECKS, AND CREDIT CHECKS

 

To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide Deliverables under this agreement Ray Hill Incorporated shall

1. complete background checks on all these personnel, and

2. on The Client’s reasonable request and sole expense, update any of these checks.

13.

subcontractors

13.1 WRITTEN CONSENT REQUIRED FOR SUBCONTRACTING

 

Ray Hill Incorporated will not subcontract any Work without The Client’s written consent.

13.2 WRITTEN CONSENT REQUIRED FOR SUBCONTRACTING

 

Ray Hill Incorporated will

1. be deemed to have performed any Work actually performed by a subcontractor

2. remain responsible and liable for any Work performed by a subcontractor as if
Ray Hill Incorporated had provided the Work itself remain responsible and liable for any
Work performed by a subcontractor as if Ray Hill Incorporated had provided the
Work itself.

14.

RAY HILL INCORPORATED USE OF DATA

14.1 PURPOSE

 

Ray Hill Incorporated will use The Client’s Data only in furtherance of this agreement and in providing the Deliverables

14.2 STANDARD OF CARE

 

Ray Hill Incorporated shall exercise at least the same degree of care as it uses with its own data
and Confidential Information, but in no event less than reasonable care, to protect The Client’s Data from misuse and unauthorized access or disclosure.

14.3 SAFEGUARDS AROUND DATA

 

Ray Hill Incorporated shall use appropriate safeguards to protect The Client’s Data from misuse and unauthorized access or disclosure, including

1. maintaining adequate physical controls and password protections for any server or system
on which The Client’s Data is stored,

2. ensuring The Client’s Data is not stored on any mobile device (for example, a laptop or
smartphone) or transmitted electronically unless encrypted, and

3. taking any other measures reasonably necessary to prevent any use or disclosure of The Client’s Data other than as allowed under this agreement.

14.4 PERMITTED DISCLOSURE

 

Ray Hill Incorporated may disclose The Client’s Data only

1. to the extent necessary, and

2. to its officers, directors, employees, consultants, and representatives on a need-to-know basis.

14.5 REQUIRED DISCLOSURE

 

If Ray Hill Incorporated is compelled by Law to disclose any of The Client’s Data, Ray Hill Incorporated shall notify The Client before disclosing the compelled Data.

14.6 UNAUTHORIZED DISCLOSURE

 

1. Report – Within [three] Business Days’ of Ray Hill Incorporated becoming aware of any
un-authorized use or disclosure of The Client’s Data, Ray Hill Incorporated shall promptly
report that unauthorized use or disclosure to The Client.

2. Cooperation and Mitigation – Ray Hill Incorporated shall cooperate with any
remediation that The Client, in its discretion, determines is necessary to

i. address any applicable reporting requirements, and
ii. mitigate any effects of such unauthorized use or disclosure of The Client’s Data.

14.7 AGENTS AND SUBCONTRACTORS

 

Ray Hill Incorporated shall ensure that any employees, agents, and representatives, including subcontractors, to whom it provides The Client’s Data agree to the same restrictions and conditions listed in this agreement.

14.8 AGENTS AND SUBCONTRACTORS

 

Ray Hill Incorporated shall not copy, decompile, modify, reverse engineer, or create derivative
works out of any of The Client’s Data.

15.

EXPORT CONTROL LAWS

 

Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export
control applicable to this agreement and all transactions contemplated under this agreement.

16.

REGULATORY MATTERS

 

Each party shall promptly notify the other

1. if it becomes the subject of any material claim or demand by any Governmental Authority
regarding the Deliverables or otherwise regarding this agreement, or Action relating to
such a material claim or demand that is brought by either a Governmental Authority or
other third party, and

2. of any updates in the status or disposition of any such claim, demand, or action.

17.

TERMINATION

17.1 TERMINATION ON NOTICE

 

Either party may terminate this agreement or any Statement of Work for any reason on 30 Business Days’ notice to the other party

17.1 TERMINATION for material breach

 

1. Termination of Statements of Work – Each party may terminate a Statement of Work
with immediate effect by delivering notice of the termination to the other party, if

i. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations specifically related to that Statement of Work or the relevant Deliverables, and

ii. the failure, inaccuracy, or breach continues for a period of 60 Business Days’ after
the injured party delivers notice to the breaching party reasonably detailing the breach.

2. Termination of Agreement for Material Breach – Each party may terminate any Statement of Work with immediate effect by delivering notice of the termination to the other party, if

i. the other party fails to perform, has made or makes any inaccuracy in, or otherwise
materially breaches, any of its obligations, covenants, or representations in this
agreement or any Statement of Work,
ii. the failure, inaccuracy, or breach is serious enough to materially harm or otherwise
reduce the value of this entire agreement, not just any particular Statement of Work, and

iii. the failure, inaccuracy, or breach continues for a period of 60 Business Days’ after
the injured party delivers notice to the breaching party reasonably detailing the breach.

17.3 TERMINATION FOR INSOLVENCY

 

If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation,
the other party may terminate this agreement with immediate effect.

18.

RETURN OF PROPERTY

 

On termination or expiration of this agreement, or on Ray Hill Incorporated’s request, The Client
shall return to Ray Hill Incorporated all Ray Hill Incorporated information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in The Client’s possession or in its direct or indirect control.

19.

TERMINATION

 

Each party shall use reasonable efforts to mitigate all losses under this agreement.

20.

EFFECT OF TERMINATION

20.1. TERMINATION OF OBLIGATIONS

 

Subject to paragraph “PAYMENT OBLIGATIONS”, on termination or expiration of this agreement,
each party’s rights and obligations under this agreement will cease immediately.

20.2 PAYMENT OBLIGATIONS

 

Even after termination or expiration of this agreement, each party shall

1. pay any amounts it owes to the other party, including payment obligations for services al
ready rendered, work already performed, goods already delivered, or expenses already
incurred, and

2. refund any payments received but not yet earned, including payments for services not
rendered, work not performed, or goods not delivered, expenses forwarded.

20.3 NO FURTHER LIABILITY

 

On termination or expiration of this agreement, neither party will be liable to the other party,
except for liability

1. that arose before the termination or expiration of this agreement, or

2. arising after the termination or expiration of this agreement and in connection with
sections “CONFIDENTIALITY”, “TAXES”, or “TERMINATION”.

20.4 TERMINATION ASSISTANCE SERVICES

 

Unless Ray Hill Incorporated terminates this agreement or a Statement of Work for The Client’s material breach, Ray Hill Incorporated shall cooperate with The Client to design and provide termination assistance services to The Client for a period not to exceed [three] months following termination of the agreement or the particular Statement of Work, on terms that are fair and commercially reasonable and generally commensurate and consistent with leading industry practices concerning the provision of transition assistance and cooperation services for services similar to the Deliverables.

20.5 TRANSITION PLAN

 

On The Client’s request, Ray Hill Incorporated shall develop and provide to The Client for approval, and once The Client approves, monitor and regularly update, a detailed transition plan to provide for an orderly transition on termination that includes, among other things, a transition timeline and particulars of the resources to be assigned to implement the transition plan.

20.6 Transition of Services

 

On termination of this agreement for any reason, Ray Hill Incorporated shall

1. cooperate with The Client and the The Client’s replacement service provider to provide for
an orderly transition of the Deliverables, and

2. as part of the transition plan referred in paragraph “TRANSITION PLAN”, or otherwise as
The Client requests, deliver over to The Client documentation reasonably necessary to
transition the Deliverables, but in no case will Ray Hill Incorporated be required to
disclose any of its Confidential Information or Intellectual Property under this paragraph.

21.

INDEMNIFICATION

21.1 INDEMNIFICATION BY RAY HILL INCORPORATED

 

Ray Hill Incorporated (as an indemnifying party) shall indemnify The Client (as an indemnified
party) against all losses and expenses arising out of any proceeding

1. brought by either a third party or The Client, and

2. arising out of Ray Hill Incorporated’s breach of its obligations, representations, warranties,
or covenants under this agreement.

21.2 mutual indemnification

 

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

1. brought by either a third party or an indemnified party, and

2. arising out of the indemnifying party’s willful misconduct or gross negligence.

21.3 EXCLUSIONS

 

Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.

21.4 NOTICE AND FAILURE TO NOTIFY

 

1. Notice Requirement – Before bringing a claim for indemnification, the indemnified party
shall

i. notify the indemnifying party of the indemnifiable proceeding, and

ii. deliver to the indemnifying party all legal pleadings and other documents
reasonably necessary to indemnify or defend the indemnifiable proceeding.

2. Failure to Notify – If the indemnified party fails to notify the indemnifying party of the
indemnifiable proceeding, the indemnifying party will be relieved of its indemnification
obligations to the extent it was prejudiced by the indemnified party’s failure.

21.5 DEFENSE

 

The indemnifying party may elect to defend the indemnified party in the proceeding by giving
prompt written notice after receiving notice of the proceeding.

21.6 authority to contest, pay, or settle

 

The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party’s consent, only if the indemnifying

1. does not require the indemnified party to make any admission that it acted unlawfully,

2. does not effect any other legal proceeding against the indemnified party,

3. provides that the indemnifying party will pay the claimant’s monetary damages in full, and

4. requires claimant release the indemnified party from all liability related to the proceeding.

21.7 EXCLUSIVE REMEDY

 

The parties’ rights to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section “INDEMNIFICATION”.

22.

LIMITATION ON LIABILITY

 

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

23.

DEFINITIONS

 

“Affiliate” of any Person means, at the time the determination is made, any other Person that,
directly or indirectly, controls, is controlled by, or is under common control with that Person.

“Affiliate” of any Person means, at the time the determination is made, any other Person that,
directly or indirectly, controls, is controlled by, or is under common control with that Person.

“Books and Records” means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records,
data (including all correspondence with any Governmental Authority), sales material and records
(including pricing history and sales and pricing policies and practices), strategic plans, marketing
and promotional surveys, and material, research, and files relating to Intellectual Property.

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.
“Compensation” is defined in section “COMPENSATION”.

“Confidential Information” has the same definition in this agreement as it does in the Non-Disclosure Agreement between the parties dated Nov 1, 2021, attached to this agreement and referred
to in section “CONFIDENTIALITY OBLIGATIONS”.

“Current Term” is defined in section “TERM”.
“Data” means all information of, about, or relating to The Client, including information

The Client provides to Ray Hill Incorporated in connection with the Deliverables, Ray Hill Incorporated learns about The Client arising directly or indirectly from Ray Hill Incorporated’s performance of the Deliverables, and
any of The Client’s Confidential Information.

“Disaster” is defined in section “BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS”.

“Effective Date” is defined in the introduction to this agreement.

“Equipment” means, for either party, the computer and telecommunications equipment owned by that party and used in connection with providing and/or receiving the Deliverables.

“Initial Term” is defined in section “TERM”.

“Inspection Period” is defined in “ACCEPTANCE AND REJECTION”.

“Intellectual Property” means any and all of the following in any jurisdiction throughout the world
trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
copyrights, including all applications and registrations related to the foregoing,
trade secrets and confidential know-how,
patents and patent applications,
websites and internet domain name registrations, and
other intellectual property and related proprietary rights, interests and protections (including
all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and
future infringement, and any other rights relating to any of the foregoing).

“Key Personnel” is defined in section “STATEMENTS OF WORK”.

“Law” means
any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty,
decree, judgment, and
any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

“Non-Solicitation Period” is defined in section “MUTUAL NON-SOLICITATION”.

“Person” includes
any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
any individual.

“Project Manager” is defined in section “MANAGEMENT”.

“Renewal Term” is defined in section “TERM”.

“Representative” means, for any Person, that Person’s directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

“Services” is defined in section “SERVICES”.

“Software Deliverable” is defined in section
“SOFTWARE DELIVERABLE AND LICENSE GRANT”.

“Statement of Work” is defined in section “SERVICES”.

“Subsidiaries” means any legal entity
that a party owns more than 50% of the entity’s outstanding voting securities or equity interests,
or of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other
taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law,
contract or otherwise.

24.

DISPUTE RESOLUTION

 

1. Arbitration – Any dispute or controversy arising out of this agreement and
“SUBJECT MATTER OF THE AGREEMENT” will be settled by arbitration in New York State,
according to the rules of the American Arbitration Association then in effect,
and by 1 arbitrator(s).

2. Judgment – Judgment may be entered on the arbitrator’s award in any court
having jurisdiction.

3. Arbitrator’s Authority – The arbitrator will not have the power to award any punitive
[or consequential] damages.

25.

ENTIRE AGREEMENT

 

The parties intend that this agreement, together with all attachments, schedules, exhibits, and
other documents that both are referenced in this agreement and refer to this agreement,

 

1. represent the final expression of the parties’ intent relating to the subject matter of
this agreement,

2. contain all the terms the parties agreed to relating to the subject matter, and
having jurisdiction.

3. replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

4. Signed in Counterparts – This agreement may be signed in any number of counterparts

5. All Counterparts Original – Each counterpart is an original

6. Counterparts Form One Document – Together, all counterparts form one single
document.

26.

PROVIDE ASSURANCES ON NOTICE

 

Each party, on receipt of notice from the other party, shall sign or cause to be signed all further
documents, do or cause to be done all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

27.

amendment

 

This agreement can be amended only by a writing signed by both parties.

28.

BINDING EFFECT

 

This agreement will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

29.

RELATIONSHIP OF THE PARTIES

 

This agreement will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

29.1 NO RELATIONSHIP

 

Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

29.2 NO AUTHORITY

 

Neither party will have the authority to, and will not, act as agent for or on behalf of the other
party or represent or bind the other party in any manner.

30.

No Third-Party Beneficiaries

 

Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.

31.

Assignment

 

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

32.

NOTICES

 

1. Method of Notice – The parties shall give all notices and communications between the parties in writing by
(i) personal delivery,
(ii) a nationally-recognized, next-day courier service,
(iii) first-class registered or certified mail, postage prepaid[,
(iv) fax][, or
(v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.

2. Receipt of Notice – A notice given under this agreement will be effective on
i. the other party’s receipt of it, or
ii. if mailed, the earlier of the other party’s receipt of it and the [fifth] business day after mailing it.

33.

Governing Law

 

This agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York State, without regard to its conflict of laws rules.

34.

Waiver of Jury Trial

 

Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

35.

Force Majeure

 

A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

1. beyond the reasonable control of a party,

2. materially affects the performance of any of its obligations under this agreement, and

3. could not reasonably have been foreseen or provided against, but

4. will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

36.

WAIVER

 

1. Affirmative Waivers – Neither party’s failure or neglect to enforce any rights under this
agreement will be deemed to be a waiver of that party’s rights.

2. Written Waivers – A waiver or extension is only effective if it is in writing and signed by
the party granting it.

3. No General Waivers – A party’s failure or neglect to enforce any of its rights under this
agreement will not be deemed to be a waiver of that or any other of its rights.

4. No Course of Dealing – No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

37.

Severability

 

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

38.

Interpretation

1. References to Specific Terms

 

i. Accounting Principles – Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be \ determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States (“GAAP”).

 

ii. Currency – Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

iii. “Including.” – Where this agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”

iv. “Knowledge.” – Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be “to its knowledge,” or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

a. the then-current, actual knowledge of the directors and officers of that party, and

b. the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

v. Statutes etc. – Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

2. Number and Gender – Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

3. Headings – The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

4. Internal References – References in this agreement to sections and other subdivisions are to those parts of this agreement.

5. Calculation of Time – In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. EST Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. EST Time on the next Business Day.

6. Construction of Terms – The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

7. Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/The Master Services Agreement] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / The Master Services Agreement.

39.

ATTORNEY FEES

1. References to Specific Terms

 

If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys’ fees) incurred in connection with the Action and any appeal from the losing party.

40.

Acknowledgment of Terms

1. References to Specific Terms

 

Each party acknowledges that they

1. have read this agreement,
2. understand the terms of this agreement,
3. have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and
4. have signed this agreement voluntarily.

41.

Acknowledgment of Terms

41.1 HOLDING

 

The Client holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

41.2 No Suspension

 

None of The Client’s Permits are subject to any, pending (or, to The Client’s knowledge, threatened) material suspension or cancellation.

41.3 Compliance

 

To The Client’s Knowledge, The Client[, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

THE AGENCY shall provide THE CLIENT with the services and products described in the Statements of Work (the “DELIVERABLES”).

your privacy is very important to us, which is why we’ve created a separate privacy policy in order to explain in detail how we collect, manage, process, secure, and store your private information. our privacy policy is included under the scope of this user agreement. to read our privacy policy in its entirety, click here.

 

by using our website, you understand and agree that all resources we provide are “as is” and “as available”. this means that we do not represent or warrant to you that:
i) the use of our resources will meet your needs or requirements.
ii) the use of our resources will be uninterrupted, timely, secure, or free from errors.
iii) the information obtained by using our resources will be accurate or reliable, and
iv) any defects in the operation or functionality of any resources we provide will be repaired or corrected. furthermore, you understand and agree that:
v) any content downloaded or otherwise obtained through the use of our resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.
vi) no information or advice, whether expressed, implied, oral or written, obtained by you from ray hill incorporated or through any resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this user agreement.

in conjunction with the limitation of warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. ray hill incorporated. will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

all content and materials available on https://www.rayhillinc.com, including but not limited to text, graphics, website name, code, images, and logos are the intellectual property of ray hill incorporated., and are protected by applicable copyright and trademark law. any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited unless specifically authorized by ray hill incorporated.

this website is controlled by ray hill incorporated from our offices located in the state of new york, united states. it can be accessed by most countries around the world. as each country has laws that may differ from those of new york, by accessing our website, you agree that the statutes and laws of new york, without regard to the conflict of laws and the united nations convention on the international sales of goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site. furthermore, any action to enforce this user agreement shall be brought in the federal or state courts located in the united states, new york. you hereby agree to personal jurisdiction by such courts and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

unless otherwise expressed, ray hill incorporated expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. if you have any questions or comments about our terms of service as outlined above, you can contact us at:
Ray Hill Incorporated.
413 W 14th St. Suite 200
New York, NY 10014, USA
info@rayhillinc.com
1-844-729-4455(RAYHILL)