BY SUBMITTING A PAPER ORDER FORM OR STATEMENT OF WORK THAT IS REQUESTED AND ACCEPTED BY MONDA LABS, INC. (“MONDA”) IN WRITING (“SOW”), YOU OR THE ENTITY THAT YOU REPRESENT THAT IS IDENTIFIED ON THE SOW (“CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND A PARTY TO THIS MASTER SERVICE AGREEMENT TOGETHER WITH SUCH SOW(S) (COLLECTIVELY, THIS
“AGREEMENT”). PROVISION OF THE MONDA WEBSITES AND ANY PRODUCTS, SERVICES OR SOLUTIONS IDENTIFIED IN THE SOW (COLLECTIVELY, THE “SERVICE”) IS CONDITIONED ON, AND CUSTOMER’S USE OF ANY SERVICE SHALL CONSTITUTE, CUSTOMER’S ASSENT TO THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SUBMIT A SOW, AND CUSTOMER WILL HAVE NO RIGHT TO USE THE SERVICE.
This Agreement contains a mandatory arbitration and class action/jury trial waiver provision that requires the use of arbitration to resolve disputes, rather than jury trials or class actions.
1.1 Monda generally provides a software platform, marketplace, and related services that allows customers to package, manage, and distribute their business data in a readily accessible form (“Customer Data Products”). The types and scope of Service Customer is purchasing shall be detailed in one or more SOWs between Customer and Monda or as otherwise mutually agreed in writing. In all cases, Customer’s use of the Service will be subject to this Agreement.
1.2 Subject to Customer’s compliance with the terms and conditions of this Agreement, Monda will provide Customer with access to the Service in accordance with Section 5 below and the applicable SOW.
1.3 During the Term (defined below), Monda will use reasonable and appropriate measures designed to protect the Service against virus attacks, hacking, and denial of service interruptions. Monda shall not be liable for any interruption in Service or downtime that is the result of matters beyond its reasonable control.
2.1 Through the functionality of the Service and as otherwise mutually agreed in a SOW, Customer may license Customer Data Products to buyers on the marketplace features of the Service (“Buyers”) during the Term. Customer shall be solely responsible for fulfillment, support and any liabilities arising from any such transactions with Buyers (“Transactions”) and shall hold Monda harmless from the same, unless otherwise expressly set forth in the applicable SOW. Customers and Buyers may agree to terms regarding the Transactions amongst themselves so long as they do not create any obligations or liabilities for, or require any licenses from, Monda.
2.2 Customer will not, and will not authorize any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to the Service (except to the extent applicable law prohibits such a restriction); modify, translate, or create derivative works based on the Service; rent, lease, sublicense, resell, or otherwise use the Service for
timesharing or service bureau purposes or for any purpose other than its own internal business purposes authorized hereunder; attempt to probe, scan or test the vulnerability of the Service, such as load tests or penetration testing; or access or use the Service in connection with building or having built a competitive product or service; remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service or documentation; permit a number of users more than has been authorized by Monda in writing to access or use the Service, or otherwise exceed the authorized usage restrictions in the SOW; use the Service other than in accordance with this Agreement and all applicable laws (including, without limitation, all privacy, data protection and intellectual property laws).
2.3 Customer represents and warrants that it, and its users, will: (i) not use the Service or any product thereof in any manner that violates any applicable law or governmental regulation; (ii) use the Service only in compliance with this Agreement and the documentation provided in connection with the Service; and (iii) prevent any unauthorized use of or access to the Service by its users, personnel, representatives or otherwise within its control, and promptly notify Monda of any such unauthorized use or access. Customer shall remain responsible for any breach of this Agreement by its users for the avoidance of doubt.
2.4 Customer shall comply with any limitations on its use of the Service, such as user quantities, data limits, and other usage restrictions, as further described in the SOW.
2.5 Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Monda.
2.6 Except to the extent caused by Monda’s breach of this Agreement, (a) Customer is responsible for all activities that occur under its account, regardless of whether the activities are authorized or undertaken by Customer, Customer’s employees or a third party (including contractors, agents or Buyers). Customer is responsible for Buyer’s use of Customer Data Products and shall hold Monda harmless from the same. Customer is solely responsible for all data, information, text, voice content and other content and materials that are collected, uploaded, posted, delivered, provided, or otherwise transmitted or stored by Customer in connection with the Service, and Customer represents and warrants that it has all rights necessary to grant the licenses herein without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. To the extent that Customer elects to provide Monda with personally identifiable information regarding its personnel, users, or others, Customer shall be responsible for making any required notices and for obtaining any required consents sufficient to authorize Monda’s performance of its obligations and exercise of its rights as set forth in this Agreement.
2.7 Customer is solely responsible for properly configuring and using the Service offerings. Customer shall be solely responsible for managing the information sharing settings with its data sources and other third-party platform providers, consistent with the Service documentation and SOW, to accurately reflect information it desires Monda to receive in the performance of the Service for Customer.
Monda may obtain from Customer or access through the Customer’s use of the Service data, files, and other information provided by Customer in the course of the Customer’s use of the Service (“Customer Data”). Customer Data remains owned by Customer. During the Term and for a reasonable wind-down period thereafter, Customer hereby grants Monda a limited, non-exclusive, non-transferable (except as set forth in Section 15) worldwide, royalty-free, license to access, read, store, use, reproduce, display, modify, and disclose Customer Data, solely for the purposes of (i) providing the Service, (ii) performing and enforcing this Agreement, detecting, preventing or addressing any technical or security issues or fraud, and responding to Customer’s support requests.
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology, finances, customers, operations, or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party) that was identified as confidential at the time of disclosure or where the nature and circumstances surrounding disclosure would cause a reasonable person to believe that such information was confidential.
4.2 Except as otherwise specifically provided in this Agreement, the Receiving Party agrees: (i) to use all reasonable precautions (and at least the precautions Receiving Party takes to protect its own Proprietary Information of a like nature) to prevent the disclosure of Disclosing Party’s Proprietary Information to any third persons except to its employees and contractors with a need to have access thereto for purposes of this Agreement, and who are subject to confidentiality obligations no less stringent than the terms of this Agreement, or as otherwise directed by Customer; (ii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such
Proprietary Information; and (iii) not to use such Proprietary Information except to exercise its rights and fulfill its obligations under this Agreement. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any fault of, action by, or involvement of, the Receiving Party; or (b) was in its possession or known by it without any obligation of confidentiality prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party and not subject to any obligation of confidentiality or restriction on use; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to allow the Disclosing Party to contest such order, unless prohibited from doing so by law. This Agreement is the Proprietary Information of both parties, however, either party may disclose this Agreement on a need to know basis pursuant to its due diligence obligations in a financing or a change of control event, provided that the parties receiving the foregoing are subject to confidentiality obligations at least as strict as this Agreement.
4.3 Customer Data is deemed Customer’s Proprietary Information for the avoidance of doubt. For clarity, the Service’s features, functionality, performance, metrics, compilations, and roadmap plans relating to the Service, and all Feedback (defined below) are deemed Monda’s Proprietary Information (and not Customers), and shall not be disclosed or used outside of normal use of the Service notwithstanding Sections 4.2(b) and (d).
4.4 Both parties warrant that they will comply with their respective obligations under applicable privacy regulations (e.g., General Data Protection Regulations (“GDPR”), California Consumer Privacy Act (“CCPA”), etc.) as well as the terms of this Agreement. As such, in the context of the GDPR, the parties hereby agree and acknowledge that Monda is a Processor of any Personal Data transmitted to it by Customer (as those terms are defined in the GDPR). In the context of the CCPA, Monda is a Service Provider and this Agreement constitutes the contractual relationship with a Business to process the Personal Information of Customer’s users (as those terms are defined in the CCPA). In addition to the foregoing Monda will undertake all reasonable security measures required in accordance with applicable privacy regulations, and at Customer’s written request will provide a written description of, and rationale for, Monda’s technical and organizational measures implemented, or to be implemented, to protect the Personal Data/ Personal Information supplied to it by Customer that Monda will process in connection with the Service provided pursuant to this Agreement. In addition to the foregoing to the extent applicable, Monda and Customer will comply with the terms of any data processing agreement mutually executed between them.
5.1 Customer shall retain ownership of its Customer Data, for the avoidance of doubt.
5.2 Except as otherwise expressly set forth herein, Monda alone (and its licensors, where applicable) will retain all right, title and interest, in and to the Service, all improvements, enhancements or modifications thereto, and to any suggestions, enhancement requests, or feedback, provided by or on behalf of Customer directly relating to the Service (“Feedback”), and all intellectual property rights related to any of the foregoing; and Customer hereby does and shall make all assignments necessary to accomplish the foregoing. Customer is not required to provide Feedback and any Feedback is provided AS IS without any warranty of any kind.
5.3 Subject to compliance with the terms and conditions of this Agreement, Monda will provide Customer with access to the Service on a non-exclusive, non-sublicensable basis during the Service term set forth in the applicable SOW (each, the “Term”) for its internal purposes only. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or any intellectual property rights related thereto. All rights relating to the Service not expressly granted herein are reserved by Monda.
5.4 Each party owns and shall own all goodwill generated from or associated with its trademarks, including any use thereof. Neither party shall make any reference (for promotional purposes or otherwise) to this Agreement or any relationship between the parties without the other party’s prior written consent, except as otherwise expressly provided in this Agreement.
6.1 Customer shall pay all fees set forth in the SOW in accordance with the payment terms therein. In the absence of
other payment terms in the SOW, Services shall be invoiced in advance and Customer shall pay undisputed invoices within thirty (30) days after receipt.
6.2 Except as otherwise expressly set forth in Section 7, all payment obligations are non-cancellable and non refundable during a Term.
6.3 Unpaid amounts that are not promptly disputed in good faith, and that are more than thirty (30) days past due are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection, and may result in immediate termination of Service in accordance with Section 7.1 below.
6.4 Monda’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Monda has an obligation to pay or collect Taxes for which Customer is responsible under this Section, Monda will invoice Customer and Customer shall pay that amount unless Customer provides Monda with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Monda is responsible for taxes assessable against it based on its U.S. income, real and tangible property, and employment-related taxes.
7.1 This Agreement shall remain in effect for so long as there is a SOW Term in effect between the parties. Either party may terminate this Agreement (i) for a party’s material breach of this Agreement, upon thirty (30) days’ prior written notice to the non-breaching party (provided such breach remains uncured at the end of such thirty (30) day period); (ii) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings that are not dismissed within sixty (60) days thereafter; (iii) upon the other party making a general assignment for the benefit of creditors; or (iv) upon the other party’s dissolution or ceasing to do business. Monda may disable and suspend Customer’s access to the Service at any time in the event that it reasonably suspects Customer is in violation of Sections 2.2, 2.3, 2.4, 2.6, 2.7, 4, 5.2, if Customer fails to make undisputed payments within ten (10) days after receipt of notice of such payments being past due, or if the use of Service by Customer results in material harm to Monda or its business; provided that Monda will give Customer advance notice of the same when practical. Upon expiration or termination of this Agreement, Customer’s right to use the Service will immediately cease. In the event of termination of this Agreement for Monda’s material breach of this Agreement, effected in accordance with the foregoing terms, Monda shall refund to Customer a pro rata portion of the fees pre-paid for the Service attributable to the unused terminated balance of the term. All accrued payment obligations and the following Sections shall survive any expiration or termination of this Agreement: 2 (excluding the first sentence of 2.1), 3 (as limited by its terms), 4.2, 4.3, 5 (as limited by its terms and excluding the license in Section 5.3), and 7 through 15.
7.2 Except as otherwise provided in this Agreement, all marketing materials and other materials provided hereunder, including but not limited to the Proprietary Information and Customer Data, will remain the property of the Disclosing Party, and upon termination or expiration of this Agreement, such materials will be returned to the Disclosing Party within thirty (30) days or destroyed at the discretion of the Receiving Party. Upon reasonable written request of the Disclosing Party, the Receiving Party will certify compliance with the foregoing.
Each party represents and warrants to the other that this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. MONDA HEREBY DISCLAIMS (ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, FITNESS FOR A PARTICULAR PURPOSE, NON
INFRINGEMENT, AND TITLE.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to Customer, some or all of the above disclaimers, exclusions, or limitations may not apply to Customer, and Customer might have additional rights.
9.1 Monda will defend, hold harmless and indemnify Customer from and against any damages, liabilities, losses, claims, and expenses, including, without limitation, reasonable attorneys’ fees, payable to a third party in connection with any claim or action by a third party that is not an entity legally related to Customer alleging that the Service infringes or misappropriate the intellectual property rights of such third party; provided that Monda is notified promptly in writing of the action, and Monda is given the option, at its expense, to have sole control of the action and all requested reasonable assistance to defend the same. However, Monda shall have no obligation for any claim of infringement to the extent the claim arises from (i) modifications to the Service created by Customer or its users or representatives (if the claim would not have arisen but for such modification); (ii) combination or use of the Service with other materials not provided, directed or created by Monda (if the claim would not have arisen but for such combination or use); (iii) Monda’s compliance with a Customer requirement, specification or design if the implementations of that requirement, specification or design are the basis of the claim; (iv) Customer’s use of the Service that is not in accordance with this Agreement and/or the documentation for the Service; (v) Customer Data, Customer Data Products or Transactions; or (vi) Customer’s negligence or willful misconduct. Notwithstanding anything to the contrary, the above indemnification obligation represents Monda’s entire liability and Customer’s sole remedy with respect to violation of third-party intellectual property rights relating to the Service.
9.2 Customer shall defend, hold harmless and indemnify Monda from and against any damages, liabilities, losses, claims, and expenses, including, without limitation, reasonable attorneys’ fees, payable to a third party in connection with any claim or action by a third party that is not an entity legally related to Monda arising from Customer Data, Customer Data Products, Transactions, and/or an alleged violation of the restrictions set forth in Sections 2; provided that Customer is notified promptly in writing of the action, and Customer is given the option, at its expense, to have sole control of the action and all requested reasonable assistance to defend the same.
From time to time, Customer may be invited to try certain products at no charge for a free trial or evaluation period or if such products are not generally available to licensees (collectively, “Evaluation Services”). Evaluation Services will be designated or identified as beta, pilot, evaluation, proof of concept, trial or the like. Notwithstanding anything to the contrary, Evaluation Services are licensed for Customer’s internal evaluation purposes only to determine if Customer desires to proceed with a further license from Monda (and not for production use), are provided “as is” without warranty or indemnity of any kind, and may be subject to additional terms. Unless otherwise stated, any Evaluation Service trial period shall expire thirty (30) days from the trial start date. Notwithstanding the foregoing, Monda may discontinue Evaluation Services at any time at its sole discretion and might never make any Evaluation Service generally available. Monda will have no liability for any harm or damage arising out of or in connection with any Evaluation Service.
NOTWITHSTANDING ANYTHING ELSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 9, IN NO EVENT SHALL EITHER PARTY OR ITS PARTNERS, SUPPLIERS, LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PROVISION OF THE SERVICE OR OTHER PERFORMANCE OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, REVENUE, INCOME OR BUSINESS, DATA LOSS OR CORRUPTION, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); AND/OR (II) ANY LIABILITY IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (PLUS IN THE CASE OF CUSTOMER,
PAYABLE) UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
12.1 Neither party may knowingly export or re-export the Service, any data or information, or any software (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority, including, without limitation, to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), at any time. Customer further represents and warrants that it is not a Designated National and will not use the Service for the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons, or other high-risk activities requiring fail-sale performance.
12.2 As defined in FAR section 2.101, any software and documentation provided by Monda are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Any dispute between the parties regarding the construction, application or performance of any Service under this Agreement, and any claim arising out of or relating to this Agreement or its breach, shall be submitted to binding arbitration upon the written request of a party. The arbitration provider shall be J.A.M.S., whose rules shall govern the arbitration. The venue for the arbitration and any post-award proceeding to confirm, correct or vacate the award shall be San Francisco County, California. Neither party will participate in a class action or class-wide arbitration, or bring claims under class, representative, private attorney general or similar theories of liability or prayers for relief for any claims covered by this agreement to arbitrate. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, either party shall be entitled to seek equitable relief in any court of competent jurisdiction at any time to enforce its intellectual property rights.
14.1 The Service is subject to modification (for example, to provide improvements and new features or comply with regulatory requirements) from time to time at Monda’s discretion provided that Monda will provide Customer thirty (30) days’ prior notice of (i) any material adverse changes, and/or (ii) any planned discontinuation of the Service; and upon receipt of such notice, Customer has the right to terminate this Agreement with written notice to Monda and receive a prorated refund of any pre-paid fees attributable to the terminated and unused portion of the Term. Monda
may analyze and use aggregate uses of its Service (such as statistical information relating to data collection and analysis; aggregated data inputs that feed into its machine learning algorithms; generic website usage data), in order to improve, test, and operate the Service both during and after the Term (“Service Improvements”) and to freely use, exercise and exploit Service Improvements both during and after the Term; but, for the avoidance of doubt, shall not use any data that (i) is not aggregated with such data from its other customers, and/or (ii) is considered personally identifiable information under applicable law or otherwise identifies or could be used to identify Customer or any individual associated with Customer hereunder.
14.2 Monda may make changes to this Master Services Agreement from time to time (e.g. to address changes in applicable laws, regulations, and other partner standards and requirements). If Customer does not agree to any such changes that materially detrimentally affect its rights hereunder, it shall notify Monda in writing, and in such case either party may terminate this Agreement by written notice.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect enforceable. This Agreement is not assignable, transferable or sublicensable by either party except (i) with the other party’s prior written consent; or (ii) an assignment or transfer made by a party of its rights and obligations under this Agreement to any of its majority-owned affiliates or subsidiaries, or to a successor to all or substantially all of a party’s business or assets to which this Agreement relates. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, proposals, communications and other understandings relating to the subject matter hereof. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof unless such terms specifically amend identified sections of this Agreement and references this Agreement and the parties hereto by name. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. Except as otherwise provided in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. This Agreement will be governed by the laws of the State of New York, without regard to its conflict of laws’ provisions, the United Nations Convention on Contracts for the International Sale of Goods, or other international laws. Except as otherwise set forth in Section 13, the federal and state courts sitting in New York, New York will have sole and exclusive jurisdiction and venue with respect to any disputes arising from or related to this Agreement. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to seek recovery of reasonable costs and attorneys’ fees. No delay, failure or default, other than failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by matters beyond the applicable party’s reasonable control, including, without limitation, acts of war, terrorism, fire, floods, hurricanes, earthquakes, pandemics, epidemics, riots or other acts of civil disorder or political unrest, embargoes, outages of third party connections, utilities, or telecommunications networks, internet-access issues, and other third party mechanical, electronic or communications failures or degradation (each and collectively, “Force Majeure Events”). The SOWs referencing this Agreement may be executed in counterparts (which together will constitute one and the same agreement), and delivered by PDF or similar electronic signature technology, and such execution and delivery will have the same force and effect of an original document with original signature.
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