Terms Of Service

Terms of Service

1. Purpose

This Service Agreement (the "Agreement") between SeerTax, Inc. ("SeerTax") and the Company defines the rights and duties of SeerTax and the Company (collectively the "Parties").

2. Level of Service

SeerTax will provide the Company with computerized computation services based on the data provided by the Company. SeerTax may perform some of the services manually as needed. Nevertheless, SeerTax is not providing tax compilation or tax advisory services. SeerTax is responsible for the initial calculations and population of tax forms, but the Company has the unrestricted right and ability to make changes to the calculations and forms initially prepared by SeerTax. Acceptance of the final tax calculations and forms is the responsibility of the Company.

To contact support, email support@seertax.com.

3. SOC 2 Certification

SeerTax utilizes the Tax Series SaaS solution to process data provided by the Company. The Tax Series underwent an independent third-party audit and awarded a Service Organization Control 2 Type 2 report (SOC 2 Report) covering Trust Services Principles and Criteria for Security and Availability. The SOC 2 report provides assurance that the Tax Series SaaS solution has implemented effective controls to protect the Tax Series SaaS solution against unauthorized access and disclosure of information, and that the Tax Series SaaS solution is continually available for operation and use by SeerTax clients.

The SOC 2 report includes controls about the following key areas:

Organization and management
Communications
Risk management and design and implementation of controls
Monitoring of controls
Logical and physical access controls
System operations
Change management
Disaster recovery

A copy of the SOC 2 report can be provided to the Company upon request and may be used to meet the Company's internal and external audit requirements. To obtain a copy of the report, the Company should email requests to: support@seertax.com.

4. System Requirements

In order to use the Service, the Company must have (1) a computer, (2) access to the Internet, (3) a web browser, either Microsoft Internet Explorer 9.0 or higher, or FireFox v27 or higher, and (4) Adobe® Acrobat® Reader® Version 7.0 or higher. If the Company desires to use the Web Service to integrate data directly from a Microsoft Excel spreadsheet, the Company will also need to have Microsoft Excel 2010 or a later version.

5. Electronic Filing Services

SeerTax provides e-filing capability for jurisdictions that either mandate or allow e-filing. If the Company chooses to e-file, there may be operational limitations in the electronic filing process due to potential problems arising from the filing jurisdiction's operational failures. While SeerTax will make every effort to resolve such issues, SeerTax is not and cannot be responsible for the unsuccessful transmission resulting from jurisdiction's operational failures. The Company is solely responsible for the review and compliance with any jurisdiction's filing and timing requirements for electronic filing.

6. Billing

Upon acceptance and signing of this agreement, the Company will be invoiced 50% of the quoted fee ("Usage Fee") for its use of the Service. The Company shall pay 50% of the Usage Fee quoted at the commencement of the service. The Company shall remit payment to SeerTax for the Usage Fee pursuant to the Service Plan by check or wire transfer. The Company shall also provide the name and contact information for the Company's designated administrator. The Company administrator account will be activated within 3 business days from the receipt of the initial payment of the Usage Fee. The remainder of the Usage Fee shall be invoiced in equal installments during the length of the project on a monthly basis. The Company shall be solely responsible for applicable sales or use tax unless the Company provides evidence of exemption. All fees stated in the Service Plan are deemed inclusive of all forms and types of taxes in all jurisdictions. The balance of Usage Fee is due thirty (30) days from receipt of an invoice by the Company. If payment for the Usage Fee is not received within forty-five (45) business days of the Company's receipt of the invoice, then (i) the Company's account will be temporarily deactivated until such time as payment for the Usage Fee is received by SeerTax. If SeerTax shall require the services of an attorney or other collection agent, the Company agrees to pay all reasonable costs of collection, including attorney's fees, court costs and the costs of enforcement of any judgment through appeal.

7. Annual Usage Fee adjustment

The Usage Fee agreed upon is based on information provided by the Company. It is fixed for the duration of one year. The Usage Fee shall be adjusted each year based on the level of service estimated based on the data provided. SeerTax will provide relevant information on an annual basis supporting any proposed modifications to the Usage Fee 60 days prior to the closing of the annual cycle within the Agreement period so that the Company can review and provide comments to SeerTax regarding the changes. Other than the modifications to the underlying facts, the Usage Fee will remain the same during the period covered under the Agreement.

8. Copyright and Intellectual Property Rights

SeerTax represents, warrants and covenants that: (i) it has and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with its performance under this Agreement and to grant Company the rights granted hereunder; and (ii) none of the Services or Software nor their use as contemplated under this Agreement, do or will infringe, violate, trespass or in any manner contravene or breach any patent, copyright, trademark, license or other property or proprietary right or constitute the unauthorized use or misappropriation of any trade secret of any third party.

The Software used (including, but not limited to, its design, function and features) is copyrighted and is protected by the laws of the United States and other jurisdictions, and SeerTax grants the Company a right to use the Software as a Service solely for a period specified in this agreement from the date on which the Company has agreed to the terms of this Agreement. Although the Software is used as part of Software as a Service, the Company acknowledges that SeerTax is not an agent or fiduciary of the Company, and is not acting as a tax return preparer for the Company.

SeerTax, at its expense, will indemnify, defend and hold harmless Company and its Affiliates and any of their officers, directors, employees, agents, consultants, other representatives and any third parties permitted to use the Service (collectively, the "Indemnified Parties") from all liabilities, costs, losses, damages and expenses (including reasonable attorneys' and experts' fees and expenses as well as interparty damages caused by SeerTax or third parties) and will reimburse such fees and expenses as they are incurred, including in connection with any claim or action threatened or brought against the Indemnified Parties, arising out of or relating to any claim that any portion of the Service constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party. Company will promptly notify SeerTax of any such claim or action and will reasonably cooperate with SeerTax in the defense of such claim or action, at SeerTax's expense.

9. Limitations on Use

The Company agrees that (i) the Company will not copy any of the Software; (ii) the Company will prevent unauthorized copying of the Software by any person or persons under Company's control or in Company's employment. Except as expressly provided herein, SeerTax does not grant to the Company any express or implied right under SeerTax patents, copyrights, trademarks, or trade secret information, and title to the Product and all copies thereof shall at all times remain with SEERTAX. The Company is prohibited from modifying, creating a derivative work of, reverse engineering, reverse assembling, disassembling or decompiling the Product.

The Company is also prohibited from selling, leasing or otherwise transferring its right to use the service pursuant to this Agreement to any unaffiliated or unrelated third party, whether or not for compensation. The Company agrees not to sell, lend or otherwise give Company user ID's and passwords to any third party, except as expressly permitted by this Agreement. The Company's authorized users are the only persons authorized to utilize the user identification number and password corresponding to the user's account (the "User ID" and "Password," respectively) and the User shall not permit or allow other persons to have access to or use the same. The User is responsible for the use of the Service under the User ID and Password and for maintaining the confidentiality of the User ID and Password.

If the Company requires a third-party contractor ("Third Party Contractor") to access the Service, the Company shall give notice thereof to SeerTax and provide SeerTax with all information about the Third-Party Contractor as SeerTax may request. The decision whether to give such access to the Third-Party Contractor shall reside with SEERTAX, in the exercise of its sole discretion, and such access, if approved by SEERTAX, shall be subject to those terms and conditions as SeerTax shall establish. If SeerTax approves such access, SeerTax shall in no event be liable to the Company for Third Party Contractor's misuse of the Service. SeerTax shall have the right to require any Third-Party Contractor prior to granting access to the System to execute such confidentiality and other documents as may be reasonable required to protect SeerTax's proprietary and confidential information.

10. Limited Warranty; Exclusive Remedy

Other than as otherwise set forth herein, due to the nature of complex tax computations and potentially conflicting interpretations of tax rules, SeerTax does not warrant the accuracy of tax computations. Neither SeerTax nor Company shall be liable to the other party for any indirect, incidental, special or consequential damages (including, without limitation, any damages arising from loss of use or lost business, revenue, profits, data or goodwill) arising in connection with this Agreement, whether in an action in contract, tort, strict liability or negligence, or other actions, even if advised of the possibility of such damages. SeerTax warrants and represents its performance the services provided hereunder shall comply with the highest service standards of similar providers in the industry.

THE COMPANY SHALL NOT HOLD SEERTAX LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, NATURE OR DESCRIPTION INCURRED AS A RESULT OF THE COMPANY'S USE OF SEERTAX'S SERVICES. THE COMPANY SHALL NOT SEEK AND HEREBY WAIVES THE RIGHT TO SEEK AND COLLECT CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, NATURE OF DESCRIPTION. THE COMPANY'S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY SEERTAX AND THE EXTENT OF SEERTAX'S LIABILITY IS AND SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE COMPANY TO SEERTAX FOR THE SERVICESPURSUANT TO THIS AGREEMENT, PROVIDED HOWEVERTHAT IF ANY DAMAGES SUSTAINED BY THE COMPANY ARE CAUSED BY SEERTAX'S BREACH OF ITS WARRANTIES AND REPRESENTATIONS REGARDING NONINFRINGEMENT, OR A VIOLATION OF THE NONDISCLOSURE AGREEMENT EXECUTED BY THE PARTIES, OR ANY CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, THEN THE LIMITATIONS SET FORTH IN THIS PARAGRAPH, BUT ONLY WITH RESPECT TO THE EXCEPTIONS SETY FORTH HEREIN. NEITHER SEERTAX NOR THE COMPANY SHALL BE LIABLE TO ANY THIRD PARTY ENGAGED BY THE COMPANY WHICH AT THE REQUEST OF THE COMPANY UTILIZES SEERTAX'S SERVICES, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS OR INVESTMENT OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SEERTAX AND/OR COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the Company in such states.

The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between SeerTax and the Company. The Company acknowledges and agrees that SeerTax would not be able to provide this service on an economic basis without such limitations.

11. Disclaimer of Warranties

A. GENERAL: EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8, 10 and 13 HEREIN,, THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

B. SPECIFIC. In addition to, and without limiting the foregoing, (i) SeerTax does not warrant the accuracy, validity or quality of any material posted on any website to which SeerTax provides a hypertext link anywhere within its system. Such hypertext links are provided merely as a convenience for the Company, and do not constitute a recommendation of any linked website.

(ii) SeerTax does not warrant that the Service is secure, free from bugs, interruptions, errors or other program limitations. The Company acknowledges that use of the Internet presents certain risks relating to viruses or other harmful components. The Company assumes the entire cost of all necessary servicing, repair or correction of problems with the Company' software or hardware caused by viruses or other harmful components that originate via such Internet usage.

(iii) SeerTax does not warrant the accuracy of the completed forms generated and filed, electronically or manually, by the Company through the use of the Service. The Company must consult with its own tax adviser for any assistance that may be required in completing the relevant tax computations and forms. This Service is merely a tool for the completion of such calculations and tax forms. It is not a substitute for expert advice from a qualified tax consultant. Due to the complexity of the relevant tax law, the Company must confirm the calculated results and tax forms.

12. Privacy and Security

A. Privacy Policy

SeerTax has created this privacy statement to demonstrate its commitment to Company privacy. SeerTax gathers important information from the Company; therefore, it publishes this statement as a way to communicate its information gathering and dissemination practices. SeerTax reserve the right to change this statement and will provide notification of the change at least thirty (30) business days prior to the change taking effect.

B. Collected Information

SeerTax requires individuals who register to use the Services to provide contact information. SeerTax asks for information such as name, company name, position, address, phone number, and e-mail address. To offer better service, SeerTax may also ask for additional information. Additional information may include job description, department name, fax number, or additional company information – such as industry, number of entities in company, or annual revenues. Registrants can opt out of providing additional information by not entering it when asked.

SeerTax uses the information it collects to set up services for individuals and their organizations. Because SeerTax also provides tax filing related services, it may use the information to authenticate registrants as valid representatives of their organization. SeerTax may also use the information to contact Users and prospects to further discuss their interest in SeerTax's services, and send information complementary to its services.

SeerTax does not distribute or share the Company information unless requested by the Company or required by law.

SeerTax uses e-mail communication to provide support requested by the Users and to contact the Company about software updates, critical events, and complementary offerings.

Users are responsible for maintaining the confidentiality and security of their Company's registration and passwords. The Company uses Tax Series to host data and information. SeerTax will not review, share, distribute, or reference any such data except as provided in SeerTax's terms of service, or as required by law. SeerTax will only view or access applicable information to provide effective support, determine appropriate billing levels, and ensure efficient performance of the software. SeerTax may also track and analyze non-identifying and aggregate usage and volume statistical information. Other exceptions are only made when required by law. SeerTax identifies a user's IP address to help diagnose problems with its servers, administer its Web site, and gather broad demographic information.

C. Additional Information

Questions regarding this statement or the practices of the site should be directed to SeerTax's Security Team by e-mail at support@seertax.com.

13. Representations of the Company & SeerTax

The Company represents that the person registering on behalf of the Company is in fact authorized to so represent the Company.

SeerTax warrants that it will comply with all applicable laws, orders, codes and regulations in the performance of this Agreement and any Service Plan. SeerTax will obtain and keep current, at its expense, all governmental permits, certificates and licenses (including professional licenses, if applicable) necessary for SeerTax to perform the Services or provide the Deliverables. From time to time, upon Company's request, SeerTax will promptly provide written confirmation of such compliance.

14. Indemnity

The Company shall hold and save SeerTax harmless from and against, and shall fully indemnify SeerTax for, any actions or claims by any person arising from or relating to any alleged negligence or other misconduct of the Company or any of its agents, employees or representatives, including all reasonable attorney's fees, disbursements and costs relating thereto.

SeerTax shall hold and save the Company harmless from and against, and shall fully indemnify the Company for, any actions or claims by any person arising from or relating to any alleged negligence or other misconduct of SeerTax or any of its agents, employees or representatives, including all reasonable attorney's fees, disbursements and costs relating thereto.

15. Confidentiality

A.Confidential Information.

The term "Confidential Information" means all information provided by one party (the "Disclosing Party") to the other (the "Receiving Party") except (i) information which the Receiving Party has confirmed is publicly known, so long as it is not publicly known through the acts or omissions of the Receiving Party; or (ii) information that was or becomes available to the Receiving Party on a non-confidential basis from another source, provided that such source is not known to be prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (iii) is independently derived by the Receiving Party without the aid, application, or use of the Confidential Information; or (iv) information that is approved for release by written authorization of the Disclosing Party. Such Confidential Information shall include, but shall not be limited to: (1) all computer software and systems, documentation and methods or concepts utilized therein, and related materials and information in the possession of or under the control of the Disclosing Party; (2) any information relating to the business of the Disclosing Party; (3) any unannounced products or services of the Disclosing Party; and (4) all information, reports and work product that may be generated by either party in connection with this Agreement, regardless of form, including, but not limited to, print and electronic or display rights of any such information.

B.SeerTax's Confidential and Proprietary Information

The Company, for itself and its employees, agents and consultants, shall keep confidential and may not use any trade secrets, proprietary or confidential information, formulas, knowledge, source code, software, pricing information, software strategies, or other information of SeerTax, including, without limitation, relating to products, processes, know-how, designs, formulas, data, codes, programs test data, vendor lists, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of SeerTax or any of its clients, consultants, vendors, licensees or affiliates, and whether in tangible or intangible form, which shall have been obtained, known or used by the Company either in connection with this agreement or otherwise.

C.Disclosure Restrictions.

The Receiving Party agrees to hold the Confidential Information in strict confidence, to use or disclose the Confidential Information only as is required in its performance under this Agreement, and to disclose the Confidential Information to only those of its employees, agents, or subcontractors who require such disclosure in order to perform hereunder. The Receiving Party shall protect the Confidential Information that is in its possession or control using at least the same means it uses to protect its own Confidential Information, but in any event, not less than reasonable means. The Receiving Party shall take all appropriate action, whether by instruction, agreement, or otherwise, to ensure the protection, confidentiality, and security of the Confidential Information, including any copies thereof, and to satisfy its obligations under this Agreement.

D.Compulsory Disclosure.

If the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government agency, the Receiving Party shall: (i) promptly notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (iii) if disclosure of that Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by its counsel is legally required to be disclosed; and (iv) cooperate with the Disclosing Party, at the Disclosing Party's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed.

E.No License.

Except as is specifically stated in this Agreement, or as may be reasonably assumed based upon Customer's need to enjoy the benefits of the services including, without limitation, any information, reports, and work product created by SeerTax as part of the services, no license or right is granted under this Agreement to the Receiving Party to use, execute, reproduce, display, perform, distribute externally, sell copies of or prepare derivative works based upon, any Confidential Information, except that the Receiving Party may exercise the foregoing rights of use, execution, reproduction and adaptation within its own organization solely for the purpose of rendering performance under this Agreement. The Receiving Party, upon request of the Disclosing Party or, at the latest, upon completion of its performance under this Agreement, will either certify the destruction of the Confidential Information or return the Confidential Information in its entirety to the Disclosing Party, at the Disclosing Party's discretion.

F.Limited Use for Marketing.

SeerTax may use non-confidential information relating to the Company as part of its marketing efforts. This use of Company information in no way permits SeerTax to use confidential information as defined within this Agreement.

G.Disposition of Confidential Information on Termination or Expiration.

Upon termination or expiration of this Agreement or upon the disclosing party's written request and where practicable, the receiving party will return to the disclosing party all copies of Confidential Information already in the receiving party's possession or within its control. Alternatively, with the disclosing party's prior written consent, the receiving party may destroy such Confidential Information using means to protect against unauthorized access to or use of the information, including, where appropriate, burning, shredding, or pulverizing such information, or by taking such other means as to assure that such information may not be recoverable following its disposal. In such case, an officer of the receiving party will certify in writing to the disclosing party that all such Confidential Information has been so destroyed. Notwithstanding the foregoing, the receiving party may retain copies of such Confidential Information as required by applicable law, or, to the extent such copies are electronically stored in accordance with the receiving party's email record retention policies, so long as such Confidential Information is kept confidential as required under this Agreement.

H.Equitable Relief.

The Receiving Party acknowledges that any disclosure of Confidential Information in violation of this Agreement would be detrimental to the Disclosing Party's business and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunctions, without posting bond.

I.Survival.

The terms contained in this Section shall survive termination of this Agreement.

16. Term and Termination

A. Team.

This Agreement shall commence on the date set forth above and shall continue in full force and effect thereafter unless and until it is terminated or expires in accordance with the provisions of this Agreement or Service Plan. Upon expiration of the Term, Company shall have the option, at its sole discretion, to renew this Agreement for any period of time by giving written notice of such intent to renew to SeerTax prior to the expiration of the Term. .

B. Termination for Convenience.

Company may terminate this Agreement for convenience with prior written notice to SeerTax effective on the date specified in the notice

C. Termination for Cause.

Company may terminate this Agreement for cause in the event that Company shall at any time determine that the Services are being performed in an unsatisfactory manner, and SeerTax fails to cure such unsatisfactory performance within a reasonable period after receipt of written notice by Company. Further, if either Party breaches its respective obligations under this Agreement, the non-breaching Party will provide written notice to the breaching Party declaring the nature of the breach. Upon receipt of such written notice, the breaching Party will be given a reasonable period to cure the breach, except that non-payment by Company will result in Company being given only fifteen (15) days to cure such non-payment. Services under a Service Plan may only be terminated by SeerTax for an uncured non-payment breach by Company; provided that any other breach is addressed through a dispute resolution process.

D. Termination for Insolvency, etc.

Either party may terminate any Service Plan, if the other party shall become the subject of bankruptcy, insolvency, reorganization, receivership or other similar proceedings, provided that SeerTax may not terminate if Company is otherwise current on its invoices and is able to provide a reasonable assurance of payment.

E. Effect of Termination.

Upon termination, the only sum to which SeerTax shall be entitled shall be the fees for Services that have been rendered up to the date of such termination, but not paid for by Company. The Termination of this Agreement shall not affect Company’s rights in and to all Deliverables created by SeerTax exclusively for and paid for by Company pursuant to this Agreement prior to such termination, provided Company has paid all fees and charges related thereto. Termination of this Agreement is without prejudice to any other right or remedy of the parties. Termination of this Agreement for any reason does not release either party from any liability which, at the time of termination, has already accrued to the other party, or which may accrue in respect of any act or omission before termination or from any obligation which is expressly stated to survive the termination. Upon termination or expiration of this Agreement, Company will extract data within Transition Period.

F. Transition Services.

SeerTax is expected to reasonably begin winding down Services in accordance with Company directions without degradation to or interruption of Company’s business upon receipt of Company’s termination notice. Upon termination or expiration of this Agreement, Company may at its discretion require SeerTax to provide a “Transition Period” for Services. The required Transition Period will not exceed three (3) months, unless mutually agreed by both parties in writing. If Company initially designates a Transition Period of less than three (3) months, it may subsequently extend the Transition Period up to the maximum period of three (3) months with five (5) business days’ notice to SeerTax. Company may, in its discretion, terminate the Transition Period upon notice to SeerTax. During the Transition Period, the parties will continue to be bound by and perform in accordance with this Agreement.

G. Post Termination Service.

Company may propose to maintain historical records in Tax Series for the purpose of audit support after the termination for 10 percent of the annual service fee plus Storage and Backup Fees applicable at the time of termination. SeerTax is obligated to accept the proposal for such services for a period of three years. As part of the Post Termination Service, SeerTax will provide access to the Company Users who are designated as administrators by the Company, not exceeding a total of 5 Users, during the Post Termination Service period. During the Post Termination Service period, Company is allowed access to the years that the annual Service Fee was paid. During the Post Termination Service period, Company is not allowed to enter new data. Upon expiration of the Post Termination Service period, Company may propose to extend the service at its discretion and SeerTax may accept the proposal at its discretion at a fee to be determined at that time.

17. Insurance

SeerTax shall maintain insurance policies in the minimum amounts stated below. During the term of this Agreement, SeerTax shall not permit such insurance to be reduced, expired, or canceled without reasonable prior written notice to the Company. Upon request, SeerTax shall provide a Certificate of Insurance to the Company.

A. Required Insurance Coverage.

SeerTax shall during the term of this Agreement and six months thereafter maintain the following insurance: (i) commercial general liability insurance (written on an occurrence basis) covering bodily injury (including death) and property damage, in a combined single limit of not less than two million dollars ($2,000,000). The policy shall (1) include coverage for products liability applicable to this Agreement, (2) shall not call into contribution and shall not be excess to any other insurance available to Customer, and (3) include a general umbrella endorsement for liability imposed by law or assumed under contract ($1,000,000); (ii) Workers Compensation insurance providing coverage pursuant to statutory requirements; Employers Liability Insurance in an amount not less than one million dollars ($1,000,000) per each Bodily Injury Accident, and one million dollars ($1,000,000) each employee limit for Bodily Injury by disease; disability insurance, and any other legally required insurance, covering all individuals engaged in performance under this Agreement in conformance with the requirements of the laws of the State of New Jersey; (iii) an Errors and Omissions and Cyber Liability Policy that does not exclude protection from covering the subject matter of this Agreement including without limitation, breaches of data security, confidentiality or privacy, in the amount of three million dollars ($3,000,000) and; (iv) a Third Party Fidelity Bond or employee dishonesty insurance in an amount not less than two million dollars ($2,000,000).

18. Waiver

No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

19. Choice of Law and Choice of Forum

This Agreement is to be governed by, construed and enforced according to the laws of the State of New York, without regard to the conflict of laws rules thereof. The state and federal courts sitting in the State of New York shall have exclusive jurisdiction over any claims arising out of or in connection with this Agreement.

20. Force Majeure

Neither party will be liable for any damages or injury caused by any delay in or failure or defect of performance under this Agreement, or be liable for any other consequences, damage, injury or loss, caused by or resulting from any act, event, occurrence, or cause beyond its reasonable control, including without limitation, failure of telecommunications or Internet services, war, vandalism, sabotage, terrorism, accidents, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labor disputes, shortages or delays in obtaining suitable material, labor or transportation, interruption of utility services, acts of any government unit or agency thereof, or acts of the other party, or any similar cause.

21. Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, except that the sale of substantially all of the assets of either Party or the acquisition by, or merger of either Party into another company which is non-competitive to the other Party shall not be deemed an assignment. Company may assign this Agreement to any affiliate (defined as a person or entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Company). Notwithstanding the foregoing, Company shall have the right to assign or sublicense this agreement and any right or obligation hereunder to one or more third parties (including in/outsourcers), provided that any such assignment or sublicense shall be solely for the use by such third party to perform outsourced functions for Company or its affiliates.

22. Severability and Cure

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.

23. Section Headings; Construction

Headings used in this Agreement are provided for convenience only and shall not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

24. Final Agreement; Merger

This Agreement contains every obligation and understanding between the Parties relating to the subject hereof and merges all prior discussions, negotiations and agreements between them. None of the Parties shall be bound by any conditions, definitions, understandings, warranties or representations other than as expressly provided or referred to herein.

25. Mandatory Arbitration

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules for Arbitration by the American Arbitration Association. The number of arbitrators shall be one. The place of arbitration shall be New York City, New York. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party shall have the right to seek any provisional remedy from a court of competent jurisdiction.

26. Waiver of Jury Trial

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS bit IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY ANY OTHER PARTY.