Last Updated: January 12, 2022
This Master Services Agreement (this “Agreement”) is entered into as of the date Client signs the applicable Order Form (“Effective Date”) by and between Ontic Technologies, Inc., a Delaware corporation (“Ontic”) and the party executing the Order Form (“Client”) relating to Ontic’s provision of software and/or services. Ontic and Client agree as follows:
“Affiliate(s)” means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement.
“Client Content” means all data or information entered into the Platform by a Client User.
“Client User” means a Client employee, authorized by Client to use the Platform, that receives the Services through an account created by Client. Client Users may include Client’s contractors but no other third parties.
“Documentation” means Ontic materials made available to Client through the support portal to assist Client Users, which may be updated during the Term.
“Feedback” means any suggestion or idea for improving or otherwise modifying any of Ontic’s Services that Client or Client Users provide Ontic.
“Force Majeure Event” means an event occurring or a set of circumstances arising after the Effective Date, which is beyond a party’s reasonable control, including but not limited to, acts of God, fire, labor difficulties, pandemics, terrorism, failure of third-party data providers, networks, servers or service providers, hosted service or Internet disruptions involving hardware, software or systems not within such party’s reasonable control, power outages, or governmental demands or restrictions.
“Intellectual Property” means all copyrights (including software programs and related documentation), user-interface patterns and conventions, templates, mask work rights, inventions, ideas, improvements, enhancements, concepts, designs and discoveries (whether patentable or not), patents, trademarks, service marks, trade names, moral rights and trade secrets and all reissues, divisions, continuations, continuations-in-part, renewals, enhancements, derivatives and extensions of the foregoing.
“Intellectual Property Rights” means any and all common law, statutory, legal, equitable and contractual rights and associated rights of action associated with the subject Intellectual Property, including, without limitation, the right to sue for, settle or release claims with respect to any past, present of future wrongful use or infringement of the subject Intellectual Property.
“Internal Use” means use of the Services for the benefit of Client but does not include use of the Services for the benefit of third parties or personal use.
“Ontic Account” means a Client User’s password restricted account to access and use the Platform. Client Users shall not share their Ontic Account with anyone.
“Order Form” or “Order” means a written order executed by the parties that specifies the Services purchased by Client, including related terms and fees.
“Platform” means Ontic’s proprietary, multi-tenant SaaS platform (including any related APIs) specified in the applicable Order Form, including any Updates.
“Professional Services” means development work and other related professional services as agreed upon by the parties and specified in an executed SOW.
“Security Incident” means any disclosure, acquisition, theft, access or use of any Data by a party or its agents in breach of this Agreement.
“SLA” means Ontic’s standard Service Level Agreement (SLA) located https://ontic.co/sla
“SOW” means a written Statement of Work executed by the parties that identifies the agreed upon Professional Services, including the description, and fees.
“Services” means Ontic’s software as a service (SaaS) Platform and Service Outputs specified in one or more Order Forms or SOW.
“Service Outputs” means any alerts, reports, data that is not Client Content and other outputs from the Services.
“Updates” means modifications, “bug” fixes and minor changes made by Ontic to the Platform that Ontic makes generally available to its clients for no additional fee(s). Updates exclude new releases, features, functions and capabilities that are offered for an additional fee.
2. LICENSE GRANT; INTELLECTUAL PROPERTY; SECURITY
2.1 Ontic Grant. Subject to Client’s compliance with the terms and conditions of this Agreement, Ontic grants Client the non-exclusive, non-transferable and non-sublicensable (except as necessary for the provision of the Services) right to access, display and use the Services for Internal Use during the term of the applicable Order Form. Client is expressly permitted to use the Services to access Ontic’s third-party provided data for the purposes of searching and retrieving data to help fulfill Client’s protective intelligence and security requirements.
2.2 Ontic Responsibility. Ontic will make the Platform available in accordance with the SLA. The Platform shall substantially conform to the Documentation and shall perform in all material respects in accordance with the terms of this Agreement and applicable Order Form. The remedies provided in the SLA or this Agreement shall be the sole remedies available for those issues specified.
2.3 Ownership. As between the parties, Ontic owns and retains right, title and interest in and to (a) the Services, including the Documentation, , (b) all Intellectual Property associated with the Services and Documentation, and (c) all Intellectual Property developed pursuant to this Agreement or any SOW, unless specified otherwise therein. Client owns right, title and interest to the Client Content and Client’s trademarks or service marks. Neither party shall remove or obscure the copyright or other notices contained on Data or materials accessed through the Services.
2.4 Reservation of Rights. Ontic and its licensors reserve all rights not expressly granted to Client in this Agreement, and nothing in this Agreement or the relationship between Ontic and Client shall be deemed to grant any implied right or license.
2.5 Client Grant. Client grants to Ontic during the term of this Agreement a royalty-free, non-exclusive, non-transferable, worldwide right and license: (a) to copy, cache, store, reproduce, perform, display, use, distribute and transmit the Client Content through the Platform in order to provide the Services to Client in accordance with this Agreement; and (b) to access Client’s Ontic Accounts through the Platform to provide onboarding, training and troubleshooting (this grant in Section 2.5(b) can be revoked by Client at any time).
2.6 Feedback. Client grants Ontic a worldwide, perpetual, irrevocable royalty-free license to use and incorporate into its Services any Feedback. Ontic will not disclose Client’s Confidential Information to implement such Feedback.
2.7 Client Restrictions. Client may not disassemble, reverse engineer, decompile, create derivative works from, create a competing product, modify, store, retain, scrape or translate the Services or any portion or component thereof, or recreate or attempt to recreate the Services by reference to the Service, or perform any process intended to determine the source code for the Platform (or any component thereof), except to the extent that the foregoing restriction is prohibited by applicable Law (as defined below). Client shall not have any access to the data or information used to produce the Platform. Except as permitted in this Agreement, Client shall not sublicense, distribute, deliver, disclose, resell or otherwise provide to a third party the Services (including, without limitation, the related APIs), or use the Services for advertising or marketing purposes, and any unauthorized attempt to do so shall be immediately and automatically void. The Services provided pursuant to this Agreement are not provided by a “Consumer Reporting Agency”, as defined in Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. (“FCRA”), as amended, and do not constitute “Consumer Reports” as defined in FCRA. Accordingly, the Services shall not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment, or another purpose in connection with which a Consumer Report may be used under FCRA. Client shall not take any action in relation to the Services not expressly permitted under this Agreement. Client is responsible for all Client Users, whether or not Client has authorized a particular use or Client User and regardless of Client’s knowledge of such use.
2.8 Data Obligations. Each party is obligated to keep the information and data provided to and/or received from the Services (“Data”) secure. Accordingly, each party shall (a) restrict access to the Services to those employees or contractors who have a need to know as part of their official duties, (b) ensure that none of its employees or contractors (i) obtain and/or use Data for personal reasons, nor (ii) transfer any Service Outputs to any third party except as permitted by this Agreement, SOW or as required by Laws. Client shall immediately deactivate the user identification number of any Client User who no longer has a need to know or any terminated Client User, and keep all user identification numbers confidential and prohibit the sharing of user identification or similar numbers. Client shall notify Ontic in writing in the event a contractor is a Client User.
2.9 Data Security. Each party will use commercially reasonable efforts to keep all Data confidential. Each party may use and disclose Data solely as necessary to carry out its obligations and responsibilities set forth herein. Each party will, and will require its contractors, to implement and maintain an appropriate security program, firewall, and other administrative, physical, and technical safeguards to (a) ensure the security and confidentiality of Data, (b) protect against any threats or hazards to the security or integrity of Data, and (c) prevent unauthorized access to or use of Data. A party will promptly, but no later than twenty-four (24) hours, notify the other party in writing if it becomes aware of any Security Incident. Ontic may, to ensure compliance with applicable Laws, the terms of this Agreement and its data provider agreements, conduct periodic reviews of Client’s use of the Services and may, upon reasonable notice, not to exceed more than once per calendar year, remotely review Client’s records, processes and procedures related to Client’s use, storage and disposal of the Services and Data. Client agrees to reasonably cooperate with Ontic and any requests in conjunction with such review including, but not limited to, requests to correct any deficiencies discovered within a period of time that is mutually agreed upon and/or to suspend any further provision of the Services until such deficiencies are corrected to Ontic’s reasonable satisfaction.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement will begin on the Effective Date and continue until the earlier of, expiration or termination of all Order Forms and/or SOWs (the “Term”), or as provided in accordance with this Section. Each Order Form and SOW will have its own term (or renewal term, if any) as stated in such document.
3.2 Termination for Cause. Either party may terminate this Agreement or any applicable Order Form or SOW for cause: (a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (b) immediately for material violations of confidentiality obligations, (c) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (d) Client may terminate pursuant to Section 3.2 (Remedy) of the SLA if Ontic fails to meet its SLA Platform Uptime commitment. In the event of termination by Client of this Agreement, any Order Form and/or any SOW due to Ontic’s uncured breach of this Agreement, Ontic shall promptly refund to Client a prorated portion of any prepaid fees for unused Services at the time of such termination.
3.3 Termination Effect. Upon expiration or termination of this Agreement: (a) all rights to use the Services shall immediately cease and the provision of Professional Services (if any) immediately ends; (b) within thirty (30) days, each party will return or destroy at the disclosing party’s request the other party’s Confidential Information; and (c) Sections 2.6 – 2.9, , 3.3 and 6 – 9 shall survive the expiration or termination of this Agreement, as well as such other provisions that by their nature are intended to survive such termination.
3.4 Client Content. Within thirty (30) days of the termination or expiration of this Agreement (other than a termination by Ontic under Sections 3.2(a) or (b)), Client may send Ontic a written notice (email sufficient) requesting that Ontic extract all then available Client Content from the Platform. Both parties will agree to a mutually acceptable timeframe and secure transfer methodology for the Client Content, which is typically using an SFTP for the transfer. Ontic shall destroy Data, including Client Content, upon the expiration of this time period, unless legally prohibited.
4. FEES AND PAYMENT
4.1 Fees. Client shall pay Ontic all fees specified in each applicable Order Form and/or SOW (collectively, “Fees”) within thirty (30) days of the invoice date. Client may withhold payment of Fees that are subject to a good faith dispute if Client provides written notice within ten (10) business days of invoice receipt (“Disputed Fees”). Fees that are not Disputed Fees shall be timely paid, and the Disputed Fees shall be paid within ten (10) days of resolution of the dispute.
4.2 Payment. Fees set forth in an Order Form are payable in advance. Except as provided in this Agreement, Fees are non-cancelable, non-refundable, and based on the Services purchased. Client shall reimburse Ontic for all reasonable out-of-pocket expenses incurred in performing the Services, as described in the applicable SOW, upon Ontic’s submission of the applicable receipts.
4.3 Overdue Fees. Ontic reserves the right to charge Client interest at the rate of 1.5% per month, or the maximum rate permitted by Law, whichever is lower, on any undisputed Fees not received within fifteen (15) days of the payment due date. Additionally, if any undisputed Fees are more than thirty (30) days overdue Ontic may suspend its performance of the Services, after providing five (5) days’ written notice (email acceptable), until such amounts are paid in full. If any collection efforts are required, Client shall be liable for, and agrees to pay, all reasonable costs of collection, including, without limitation, attorneys’ fees, costs, and expenses. Nonpayment of undisputed Fees is a material breach of this Agreement.
4.4 Taxes. All Fees exclude taxes and Client will be solely responsible for, and agrees to pay, any applicable federal, state and local taxes charged, levied or assessed arising from this Agreement in a timely manner, other than those income taxes based on Ontic’s net income. If Client is tax-exempt, Client shall provide Ontic with its tax-exemption number and certificate within five (5) business days after the Effective Date. Client shall be responsible for any liability or expense incurred by Ontic as a result of Client’s failure or delay in paying taxes due or if Client’s claimed tax exemption is rejected. If Client is legally required to withhold tax from its payment of Fees to Ontic, Client agrees to gross up all Fees that are subject to such withholding tax, such that the net payment received by Ontic is the full originally stated amount of such Fees.
5. REPRESENTATIONS AND WARRANTIES
5.1 Ontic. Ontic represents and warrants that (a) the Services, when used by Client as expressly permitted hereunder, will (i) not contain or cause to be placed on Client’s (or any other third party’s) systems any Trojan horses, worms, viruses or programming routines intended to interfere, damage, corrupt, surreptitiously intercept, expropriate or otherwise adversely affect any computer software, hardware or network, system, or Data (“Malicious Code”); (ii) not violate any applicable local, state or federal law, rule or regulation, including privacy laws (collectively, “Laws”); and (iii) substantially conform to their specifications; (b) the Professional Services will be performed in timely, workmanlike and professional manner by qualified personnel in accordance with the applicable SOW; and (c) Ontic is the owner of all right, title and interest in and to and/or has the rights to provide the Services to Client.
5.2 Client. Client represents and warrants that (a) the Client will not (i) place any Malicious Code on Ontic’s (or any other third party’s) Platform or systems; (ii) use the Services to defame, abuse, harass, stalk, threaten, promote injury against any individual or group or otherwise violate any Laws; (iii) use the Services for any purpose authorized under FCRA; and (b) Client Content will not (i) contain any patient medical records or Protected Health Information (as defined by HIPAA), credit card or other payment information or (ii) contain any information of any person under the age of 13. Client Content that does not comply with clause (b) above is “Prohibited Information.” Client is responsible for reviewing and approving all Client Content created or entered through or in its Ontic Account. Ontic does not screen Client Content; however, Ontic has the right in its sole discretion, but not the obligation, to remove Prohibited Information from, or refuse to process any Prohibited Information on, the Platform and to make it unavailable through the Platform. Ontic may terminate or suspend use by any Client User that created or entered or processed such Prohibited Information. Client represents and warrants that Client has all the right, title, permissions and interest in the Client Content to make it available to Ontic and Ontic’s data suppliers for processing as provided in this Agreement and that it will use the Services for Internal Use only.
5.3 Mutual. Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement.
5.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE, ONTIC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. ALL DATA IS PROVIDED “AS-IS” AND ONTIC FURTHER DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE PLATFORM, THE SERVICES (INCLUDING ANY PROFESSIONAL SERVICES) OR ANY DATA OR INFORMATION CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY, RELIABILITY, VALIDITY, TIMELINESS, OR COMPLETENESS OF THE SERVICES OR THE RELATED DATA OR INFORMATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING CLIENT’S USE OF A SERVICE IN AN EFFORT TO COMPLY WITH LAWS. ONTIC SERVICES ARE NOT THE SOURCE OF DATA, NOR ARE THEY A COMPREHENSIVE COMPILATION OF THE DATA. DATA SHOULD BE INDEPENDENTLY VERIFIED BEFORE RELYING ON IT. IN NO EVENT SHALL ONTIC BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN BY CLIENT IN RELIANCE UPON THE AVAILABILITY OF, OR INFORMATION MADE AVAILABLE, THROUGH THE SERVICES.
6.1 By Ontic. Ontic shall indemnify and defend Client against any claim, suit, or proceeding brought by a third party (a “Claim”) against Client arising out of or related to: (a) Ontic’s failure to comply with any applicable Laws, (b) the gross negligence or willful misconduct of Ontic, or (c) a Claim that the Platform infringe any Intellectual Property Right of that third party, provided that Ontic may, at its sole election and expense (i) secure a right or license to allow Client to continue using the Platform, (ii) provide other data or require use of the Services in such a way that avoids the Claim, (iii) modify the Services or use to the extent minimally required to avoid the Claim, or, if none of the foregoing is available on a commercially reasonable basis, then (iv) terminate the particular feature that is the result of the Claim and provide a pro rata refund to Client. Ontic’s obligation in subsection (c) shall not apply where: (I) the Platform was used in breach of this Agreement, (II) the Platform is altered by a party other than Ontic, or (III) the Claim is based on a product or service not provided by Ontic or is based on the combination of a product or service not provided by Ontic.
6.2 By Client. Client shall indemnify and defend Ontic against any Claim against any Ontic Party arising out of or related to: (a) any breach of Client’s obligations or representations, warranties or covenants under this Agreement, (b) the gross negligence or willful misconduct of Client, or (c) Client’s failure to comply with any applicable Laws.
6.3 Indemnification Procedure. These indemnification obligations are subject to the following conditions: (a) prompt written notice from one party to the other; (b) complete control of the defense and settlement by the indemnifying party (provided that the indemnifying party may not settle any Claim without the indemnified party’s consent, which may not be unreasonably withheld); and (c) reasonable cooperation by the indemnified party. The indemnified party may, at its sole option, and at its own expense, engage separate counsel to participate in (but not control) the defense, compromise or settlement of the Claim.
6.4 Exclusive Remedy. THIS SECTION STATES EACH PARTY’S ENTIRE LIABILITY TO THE OTHER AND EACH PARTY’S SOLE REMEDY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.
7. LIMITATIONS OF LIABILITY
7.1 Excluded Damages. TO THE EXTENT PERMISSIBLE BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING DAMAGES TO BUSINESS REPUTATION, LOSS OF BUSINESS OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
7.2 Mutual Liability Cap. EXCEPT FOR LIABILITY FOR BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, PAYMENT OF FEES, ONTIC’S IP INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1(C), AND BREACH OF CONFIDENTIALITY, NEITHER PARTY’S CUMULATIVE LIABILITY FOR DAMAGES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE, SHALL EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CLIENT TO ONTIC DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE DAMAGE. NOTWITHSTANDING THE FOREGOING, A PARTY’S CUMULATIVE LIABILITY UNDER SECTION 6 (INDEMNIFICATION) (EXCEPT SECTION 6.1(C) DESCRIBED ABOVE) SHALL NOT EXCEED ONE MILLION USD ($1,000,000.00).
8.1 Confidential Information. “Confidential Information” means: (a) business or technical information, including product plans, platform designs, source code, marketing plans, business opportunities, personnel, research, or development (the foregoing as they relate to the Services (current or planned), are Ontic’s Confidential Information, and as they relate to Client’s business, are Client’s Confidential Information); (b) information designated by the disclosing party as “confidential”; or (c) any other nonpublic, sensitive information the receiving party should reasonably consider a trade secret or otherwise confidential, including Service Outputs. Confidential Information shall not include information which: (x) becomes known publicly, before or after disclosure, other than as a result of wrongful disclosure by the receiving party; (y) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (z) is developed independently by the receiving party without use of any of disclosing party’s Confidential Information and by persons without access to such Confidential Information.
8.2 Nondisclosure and Non-Use. Client and Ontic each agree that the receiving party shall not: (a) use Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement; (b) disclose Confidential Information to a third party without the prior written consent of the disclosing party, except as may be required by applicable Laws (provided that the receiving party shall give the other party advance notice of such requirement to the extent legally permitted); and (c) disclose Confidential Information to any employee unless such person needs access to such information to perform the Services and is bound to confidentiality obligations at least as restrictive as this Agreement. The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Client may publicly disclose the fact that it is using the Ontic Services, but all details about the uses, functionality or other aspects of the Services shall not be disclosed. This Agreement and Orders or SOWs may be disclosed in confidence to legal counsel or professional advisors who need to know in the context of a merger, financing, audit or similar transaction or the provision of relevant professional advice.
9. GOVERNING LAW AND VENUE
This Agreement is governed by the laws of the State of Texas, without reference to any conflict of law principles that would apply substantiative laws of another jurisdiction. The parties consent to the personal and exclusive jurisdiction of the state or federal courts located in Travis County, Texas. The Prevailing Party in any legal proceeding in connection with this Agreement may recover reasonable attorneys’ fees, and other costs incurred in connection with such legal proceeding from the other party, in addition to any other relief to which such Prevailing Party is entitled. The reasonableness of such costs and attorneys’ fees shall be determined by the court and not a jury. “Prevailing Party” means that the court finds that the applicable party is the prevailing party, whether or not that party obtains monetary, declaratory, injunctive, equitable or nominal relief. With respect to any monetary claim, no award of damages shall be necessary in order for a party to be found by the court to have prevailed. With respect to any non-monetary claim, no equitable relief shall be necessary in order for a party to be found by the court to have prevailed.
10.1 Entire Agreement. This Agreement, together with any related Order Form and/or SOW, is the entire agreement between the parties and supersedes any pre-printed terms on a purchase order, (which shall have no effect) and all prior or contemporaneous writings, negotiations and discussions with respect to its subject matter. This Agreement, any Order Form and SOW may only be amended in writing signed by the parties.
10.2 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to a Force Majeure Event. Both parties will use commercially reasonable efforts to work around the Force Majeure Event as soon as reasonably practicable.
10.3 Injunction. The parties agree that any breach of this Agreement with respect to the other party’s Intellectual Property Rights or Confidential Information could cause irreparable harm and significant injury that would not be compensable by monetary damages alone. Accordingly, the parties agree that, in addition to those remedies that the non-breaching party may have at law or otherwise, the non-breaching party may be entitled to specific performance, injunction or other equitable relief without posting bond or without proving actual damage.
10.4 No Waiver. Neither party waives any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.
10.5 Severability. To the extent permitted by law, the parties waive any provision of law that would render any clause of the Agreement invalid or otherwise unenforceable. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the extent permitted by applicable law and the remaining provision of this Agreement will continue in full force and effect.
10.6 Assignment. Neither party may assign this Agreement or any of its rights or obligations, by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld). However, either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization or a sale of all or substantially all of such party’s assets. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
10.7 Platform Usage Analysis. Ontic has the worldwide, perpetual, irrevocable right and license to use aggregated, anonymized, and statistical data derived from the operation and use of the Platform (“Statistical Data”) for business and/or operating purposes (including to improve Platform efficiency, Client User efficiency and to provide support), provided that Ontic does not share with any third party Statistical Data that reveals the identity of Client, Client Users, or Client’s Confidential Information, except as permitted pursuant to Section 8.
10.8 Independent Parties. Nothing in this Agreement will create any association, partnership, fiduciary relationship or joint venture between the parties; accordingly, neither may make commitments on the others’ behalf. Each party shall bear responsibility for its own employees, including terms of employment, wages, hours, required insurance, and daily direction and control.
10.9 Conflicts. This Agreement governs in the event there is a conflict between this Agreement and any Ontic policy posted online and any Client-related terms not in this Agreement. The terms of the SOW or Order Form govern matters covered by the applicable SOW and/or Order Form.
10.10 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or electronic delivery of the signature page hereto shall be deemed an original for all purposes hereof.
10.11 Notices. Notices under this Agreement must be in writing (including email) and sent by postage prepaid first-class mail or receipted courier service to the address below (including e-mail) and will be effective upon receipt:
To Client: to the contact information provided above or as subsequently provided in writing
To Ontic: Ontic Technologies, Inc., 4009 Marathon Blvd. Austin TX 78765 Attn: Legal (email: email@example.com)