Service Provider Master Services Agreement
Last Updated: January 2023
This Master Services Agreement (this “Agreement”) is entered into as of the date Customer signs the applicable Order Form (“Effective Date”) by and between Ontic Technologies, Inc., a Delaware corporation (“Ontic”) and the party executing the Order Form (“Customer”) relating to Ontic’s provision of software and/or services. Ontic and Customer 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.
“Customer Client” means a third party that is a client of Customer and has a written contract with Customer.
“Customer Content” means any data or information entered into the Platform by a Customer User, on behalf of a Customer Client, to use the Services.
“Customer User(s)” means Customer’s employee, authorized by Customer to use the Platform, that receives the Services through an account created by Customer. Customer Users may include Customer’s contractors upon Ontic’s written approval (such permission not to be unreasonably withheld), but no other third parties.
“Documentation” means Ontic materials made available to Customer through the support portal to assist users of the Platform, which may be updated during the Term.
“Force Majeure Event” means circumstances 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 Customer’s Client’s general business use for the benefit of Customer’ Client but does not include use of the Services for the benefit of third parties.
“Ontic Account” means Customer’s password restricted account to access and use the Platform. Sharing of the Ontic Account with more than one person is strictly forbidden.
“Order Form” or “Order” means a written order executed by the parties that specifies the Services purchased by Customer, related terms and fees.
“Platform” means Ontic’s proprietary, multi-tenant SaaS platform (including any related APIs) and Service Outputs 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.
“SLA” means Ontic’s standard Service Level Agreement (SLA) located https://ontic.co/legal/sla/
“SOW” (Statement of Work) means a written Statement of Work executed by the parties that identifies the agreed upon Professional Services, including the description, deliverables and fees.
“Services” means Ontic’s software as a service (SaaS) Platform, Service Outputs, Documentation and applicable Professional Services specified in one or more Order Forms or SOW.
“Updates” means modifications, “bug” fixes and minor changes made by Ontic to the Platform that Ontic makes generally available to its Customers 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 Customer’s compliance with the terms and conditions of this Agreement, Ontic grants Customer the non-exclusive, non-transferable and non-sublicensable (except as expressly provided in this Agreement) right to use the Platform to solely to provide the Services to the Customer’s Clients for such Customer’s Client’s Internal Use provided, however, that the Customer Client(s) shall not have direct access to the Platform (and related portals) and all Customer Content shall be entered into the Platform by Customer (on behalf of the applicable Customer Client). The Platform may be accessed and the Services used only by the number of Customer Users specified in the applicable Order Form. Customer 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 Customer’s Client’s protective intelligence and security requirements.
2.2 Ontic Responsibility. Ontic will provide the Services 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 or SOW. The remedies in the SLA shall be the sole remedies available for those issues specified. SLA specified failures/issues that are remedied in accordance with the SLA are not considered material breaches of this Agreement.
2.3 Ownership. Ontic owns and retains right, title and interest in and to (a) the Platform, Documentation, the Services, and the alerts, reports and other outputs from the Services (the “Service Outputs”), (b) all Intellectual Property associated with the Services, and (c) all Intellectual Property developed pursuant to this Agreement or any SOW. Customer owns right, title and interest to the Customer Content and Customer’s trademarks or service marks. Neither party shall remove or obscure the copyright or other notices contained on materials accessed through the Services.
2.4 Reservation of Rights. Ontic and its licensors reserve all rights not expressly granted to Customer in this Agreement, and nothing in this Agreement or the relationship between Ontic and Customer shall be deemed to grant any implied right or license.
2.5 Customer Grant. Customer and Customer 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, transmit and generally make available to Customer Users the Customer Content through the Platform in order to provide the Services to Customer in accordance with this Agreement; and (b) to access Customer’s Ontic Accounts through the Platform to provide the Services.
2.6 Feedback. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Ontic’s Services that Customer or Customer Users provide to Ontic. Customer grants Ontic a worldwide, perpetual, irrevocable royalty-free license to use and incorporate into its Services any Feedback. Ontic will not disclose Customer’s Confidential Information (as defined below) to implement such Feedback.
2.7 Customer Restrictions. Customer 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 Laws (as defined below). Customer shall not have any access to the data or information used to produce the Services. Except as permitted in this Agreement, Customer 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. Customer shall not use the Services as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, employment purposes, a government license or benefit, or for any other purpose governed by the Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. (“FCRA”), as amended. Customer shall not take any action in relation to the Services not expressly permitted under this Agreement. Customer is responsible for all Customer Users, whether or not Customer has authorized a particular use or Customer User and regardless of Customer’s knowledge or such use or Customer User.
2.8 Personally Identifiable Information. Each party acknowledges that information available through the Services includes personally identifiable information (“PII”) and it is each party’s obligation to keep all such PII secure. Accordingly, each party shall (a) restrict access to the Services to those employees who have a need to know as part of their official duties, (b) ensure that none of its employees (i) obtain and/or use information from the Services for personal reasons, nor (ii) transfer any information received through the Services to any party except as permitted by this Agreement, SOW or as required by Law, (c) immediately notify Ontic to deactivate the user identification number of any Customer User who no longer has a need to know or any terminated Customer User, and (d) keep all user identification numbers confidential and prohibit the sharing of user identification or similar numbers.
2.9 PII Security. Each party will use commercially reasonable efforts to, and will cause its agents and representatives to, keep all PII confidential. Each party may use and disclose PII only as necessary to carry out its obligations and responsibilities set forth herein. Each party will require its agents and representatives to implement and maintain an appropriate security program, firewall, and other administrative, physical and technical safeguards in relation to the PII to (a) ensure the security and confidentiality of PII, (b) protect against any threats or hazards to the security or integrity of PII, and (c) prevent unauthorized access to or use of PII. A party will promptly notify the other party in writing if it becomes aware of any disclosure or use of any PII by a party or its agents in breach of this Agreement (a “Security Incident”). Ontic may, to ensure compliance with applicable Laws, the terms of this Agreement and its data provider agreements, conduct periodic reviews of Customer’s use of the Services and may, upon reasonable notice, not to exceed more than once per calendar year, remotely review Customer’s records, processes and procedures related to Customer’s use, storage and disposal of the Services and information received therefrom. Customer 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 Forms and SOWs 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, or (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. In the event of termination by Customer of this Agreement, any Order Form and/or any SOW due to Ontic’s uncured breach of this Agreement, any Order Form and/or any SOW, Ontic shall promptly refund to Customer 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, inclusive, and 6 – 10 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 Customer 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)), Customer may send Ontic a written notice requesting that Ontic extract all then available Customer Content from the Platform. Both parties will agree to a mutually acceptable timeframe and secure transfer methodology for the Customer Content, which is typically using an SFTP for the transfer. Ontic shall destroy Customer Content upon the expiration of this time period, unless legally prohibited. Any reasonable expenses incurred by Ontic as a result of this extraction and transfer shall be the responsibility of Customer.
4. FEES AND PAYMENT
4.1 Fees. Customer shall pay Ontic all fees specified in each applicable Order Form and/or SOW (collectively, “Fees”) within thirty (30) days of the invoice date. Customer may withhold payment of Fees that are subject to a good faith dispute if Customer 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. Except as specified in an Order Form and/or SOW, Fees are denominated and payable in United States Dollars.
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. Customer 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 Customer 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’ notice, until such amounts are paid in full. If any collection efforts are required, Customer 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 Customer 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 Customer is tax-exempt, Customer shall provide Ontic with its tax-exemption number and certificate within five (5) business days after the Effective Date. Customer shall be responsible for any liability or expense incurred by Ontic as a result of Customer’s failure or delay in paying taxes due or if Customer’s claimed tax exemption is rejected. If Customer is legally required to withhold tax from its payment of Fees to Ontic, Customer 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 Customer as expressly permitted hereunder, will (i) not contain or cause to be placed on Customer’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, data or PII (“Malicious Code”); (ii) not violate any applicable local, state or federal law, rule or regulation, including privacy laws and privacy standards (collectively, “Laws”); (iii) not infringe or violate any third party rights; and (iv) conform to their specifications; and (b) the Professional Services will be performed in timely, workmanlike and professional manner by qualified personnel in accordance with the applicable SOW.
5.2 Customer. Customer represents and warrants that the Customer (and Customer Content) will not (a) place any Malicious Code on Ontic’s (or any other third party’s) Platform or systems; (b) defame, abuse, harass, stalk, threaten, promote injury against any individual or group or otherwise violate any Laws; (c) infringe or violate any third party rights; or (d) contain any health, medical, financial, credit card or other payment information or (e) contain any information of any person under the age of 13. Customer Content that does not comply with clauses (b) – (e) above is referred to as “Prohibited Information.” Customer is responsible for reviewing and approving all Customer Content created or entered through or in its Ontic Account. Ontic does not screen Customer 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 Customer User that created or entered or processed such Prohibited Information. Customer represents and warrants that Customer has all the right, title, permissions and interest in the Customer 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.
6.1 By Ontic. Ontic shall indemnify, defend and hold harmless Customer and its officers, directors, employees and stockholders (the “Customer Parties”) against any claim, suit, or proceeding brought by a third party (a “Claim”) against any Customer Party 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 Services 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 Customer to continue using the Services, (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 of the Services that is the result of the claim. Ontic’s obligation in subsection (c) shall not apply where: (I) the Service was used in breach of this Agreement, (II) the Service 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 Customer. Customer shall indemnify, defend and hold harmless Ontic and its officers, directors, employees and stockholders (the “Ontic Parties”) against any Claim against any Ontic Party arising out of or related to: (a) any breach of Customer’s obligations or representations, warranties or covenants under this Agreement, (b) the gross negligence or willful misconduct of Customer or Customer’s Client, or (c) Customer’s or Customer’s 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 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 CUSTOMER’S USE OF A SERVICE IN AN EFFORT TO COMPLY WITH LAWS.
7.2 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.
7.3 Mutual Liability Cap. EXCEPT FOR LIABILITY FOR BREACH OF INTELLECTUAL PROPERTY, PAYMENT OF FEES AND BREACH OF CONFIDENTIALITY, NEITHER PARTY’S CUMULATIVE LIABILITY FOR DIRECT 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 CUSTOMER TO ONTIC DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE ALLEGED BREACH. NOTWITHSTANDING THE FOREGOING, A PARTY’S CUMULATIVE LIABILITY UNDER SECTION 6 (INDEMNIFICATION) SHALL NOT EXCEED ONE MILLION USD ($1,000,000.00). CUSTOMER COVENANTS THAT CUSTOMER WILL NOT SUE ONTIC FOR ANY AMOUNT GREATER THAN SUCH AMOUNT.
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 Customer’s business, are Customer’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. 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. 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.
8.2 Nondisclosure and Non-Use. Customer 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 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 or contractor unless such person needs access to such information as part of their job and is bound to this confidentiality clause. 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. Customer may publicly disclose the fact that it is using the Ontic Services, but all details about the uses, functionalities or other aspects of the Services may not be disclosed.
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. This subsection shall survive the expiration or termination of this Agreement.
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 Statistical Data. Ontic has the worldwide, perpetual, irrevocable right and license to use aggregated, anonymized, and statistical data derived from the operation and use of the Services (“Statistical Data”) for business and/or operating purposes, provided that Ontic does not share with any third party Statistical Data that reveals the identity of Customer, Customer Users, or Customer’s Confidential Information, except as permitted pursuant to Section 8.
10.8 Independent Parties. The parties are independent contractors. 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.
10.9 Conflicts. This Agreement governs in the event there is a conflict between this Agreement and any Ontic policy posted online and any Customer-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 Customer: to the contact information provided in the Order Form
To Ontic: Ontic Technologies, Inc., 4009 Marathon Blvd, Austin, Texas 78756 Attn: Legal (email: email@example.com)