Client herein is referred by company name, ‘Customer’, ‘Client’ or ‘MSP’.  SC.WORX is herein referenced as “Company”.

DEFINITIONS

"Affiliate" shall mean, with respect to a Party, any entity at any time controlling, controlled by, or under common control with, such party, but only as long as such entity meets these requirements.  Affiliate shall also mean all collaborative members using the services by, with or for Client.

 

"Aggregated Data" means a compilation of multiple client data concerning which SC.WORX has taken commercially reasonable precautions to ensure that no individual, particular transaction or entity can be identified.

“Agreement” means this Agreement, also referred to as the Service Agreement or Order Form, including its Addendums and Exhibits.

“Business Partner Program” shall refer to the arrangement between SC.WORX, Business Partner, and the End-users under which SC.WORX is to provide the SC.WORX Service.

“Charges” refers to all fees provided by SC.WORX and incurred by the MSP as part of the Service.

“Client Member” means any person or entity that is or becomes a Class A Member, a Class A-1 Member, a Class A-1 (NE) Member, a Class B Member, a Class B (NE) Member, a Class CCP Member, a Class C Member, or a Class S Member of Client as Client may define those terms from time to time. 

 

 “Confidential Information” means all information not publicly known, used in or otherwise relating to a party’s business, customers or financial or other affairs, including, without limitation, information relating to (a) the marketing of goods or services including, without limitation, existing and future customer names and lists and other details of existing and future customers, (b) future products, business development or planning, commercial relationships and negotiations; (c) information relating to the Service and the SC.WORX Technology; (d) information received from third parties that a party is obligated to treat as confidential; (e) all information which is marked as confidential or proprietary, whether such information is disclosed orally, in writing or otherwise before or after the Effective Date; and (f) this Agreement.

 “Early Termination Penalty” means the Client has terminated their service prior to the completion of the Minimum Service Period and is responsible for payment for the remaining months in the Minimum Service Period. 

“End-user” shall refer to those organizations provided to SC.WORX by Business Partner utilizing the End-user Referral Form.  Clients using the SC.WORX Service will have satisfied applicable SC.WORX End-user requirements for service agreements, credit review and license acceptance.

“Effective Date” means the date this Agreement takes legal effect, being the date on the first page of the SC.WORX Agreement.

"Hospital” means a Client Member that is a hospital.

 “Licensor” means any component of the Service (including, but not limited to software, technology, and hardware) which SC.WORX licenses from a third party for purposes of providing the Service to the Client or End-user.

"Marks" means an entity's identity elements, including, without limitation, its name and logo and such other trademarks, trade names, trade dress, service marks and service names that such entity uses or to which it has registration or license rights.

 “Minimum Service Period” also referred to as the MSP, means the Client commitment from the Effective Date to completion of the Service agreement length.

“Physician Office” means a Client Member that is an office for one or more physicians.

“SC.WORX Service” shall refer to the middleware software solution, data management service and web portal services offered to the public under the terms of the SC.WORX Service Agreement.

“Service” means the SC.WORX service as described in this Agreement and including without limitation the provision of people, infrastructure resources, support and access to and the use of SC.WORX software (including, without limitation, the Software), applications, hardware (including without limitation the Equipment), data center resources and any other services provided by SC.WORX in connection with the Service.

 “Software” means all and any software installed, or provided remotely, by SC.WORX for purposes of the Service.

“Source Code” is defined as any, and all, of the SC.WORX software (and includes documentation or text) as licensed in this agreement, provided in human readable format, and includes any modifications made on Client behalf during the subscription period.

 “Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, independently developed by and owned by SC.WORX or its Licensors prior to the provision of the Services under the Agreement or created at the request of Client as customizations under the Agreement or any other agreement.

ADDITIONAL AGREEMENT TERMS

1. SERVICES.

1.1 Data Management Solution. Company is a provider of a data management solutions within the healthcare market, including both proprietary solutions, third-party software and infrastructure all in a form the Company makes generally available to its clients, and as revised or modified by Company from time to time in its sole discretion (collectively, and including any related support or other services provided by Company hereunder, the "Services").

1.2 Fees and Pricing. Pricing for Services shall be in accordance with the terms set between Company and Client within the Service Agreement executed between the companies.

1.3 Coverage and Support. Company technicians will work with the client to install and configure the service as requested by the Client.

1.4 Client acknowledges that (i) the prices and other charges contemplated under this Agreement, including but not limited to Addendum A (“Statement of Work” or “SOW”), are based on the limited warranty, disclaimer and limitation of liability specified in herein and (ii) such charges would be substantially higher if any of these provisions were unenforceable.

1.5 SC.WORX shall have no liability should there be any delay in the provision of the Service.  SC.WORX reserves the right to suspend provision of the Service for the purposes of repair, maintenance or improvement of the equipment, Software and/or Service or any part thereof; provided that SC.WORX will use its reasonable efforts to provide prior notice to Client and minimize disruption to the Service.  

 

​2. TERM.

2.1 Term. Unless specified otherwise, the term of this agreement shall commence upon the effective date contained within the Service Agreement signed between Company and Client. The minimum service period (“MSP”) and any renewal periods are referred to collectively as the term or MSP.

 

​3. SERVICE FEES.

3.1 Fees. Client shall pay for the services invoiced in accordance with the pricing established between Company and Client within the Service Agreement.

3.2 Taxes. Client shall pay all sales, use, excise, and other taxes assessed as a result of the Services provided under this Agreement. Client will promptly reimburse Company for any taxes subject to this provision in the event Company is required to or does pay such taxes. Notwithstanding the foregoing, Client shall not be responsible for paying any taxes upon the real, personal, or intangible property of Company, or upon the net income or profits of Company.

3.3 Invoices. Company shall invoice Client for amounts due hereunder (including all applicable Fees and taxes) at the Client address set forth within the order form, or another address if requested by Client. In the absence of payment terms contained in the order form or service agreement, client shall pay invoice amounts within thirty (30) days of the date of invoice.  Invoices are sent on the first day of the month for the upcoming month of service. 

3.4 Late Payments. Client's payment for Services shall be deemed late when Client fails to remit payment within thirty (30) days of the date of invoice. Any late payment shall bear interest at the rate of one and one half percent (1½ %) per month or the maximum rate allowed under law, whichever is lower, or fraction thereof, from the due date until paid in full. Any unpaid amounts due shall bear interest from the due date until paid. Notwithstanding any other provision under this Agreement, if any invoice or portion thereof is not paid within forty-five (45) days of the date of invoice, Company may, ten (10) business days after providing notification via email, at its option (i) cease providing the Service and delete all content, and/or (ii) refuse any requests to access any content. Such interruption or cessation shall not relieve client from its obligation to pay the undisputed amounts due and owing. IN THE EVENT COMPANY TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO CLIENT OR ANYONE CLAIMING THROUGH CLIENT. Client agrees to reimburse Company its reasonable expenses, including attorney and other fees, incurred in collecting any amounts due and owing to Company.

 

​4. TERMINATION.

4.1 For Cause. In the event either party fails to perform any of its material obligations under this Agreement, including paying any amount due, and the defaulting party fails to substantially cure such default within sixty (60) days after receiving written notice from the non-defaulting party specifying the nature of the default, then the non-defaulting party may, by giving written notice to the other party, terminate this Agreement or the applicable Services as of the date specified in such notice of termination. Notwithstanding the foregoing, client shall pay Company for Services already performed prior to the date of termination.

4.2 For Insolvency. Subject to the provisions of Title XI, United States Code, if either party becomes or is declared insolvent or bankrupt, is subject to any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, renewal, or readjustment of all or substantially all of its obligations, then the other Party, by giving written notice with proof of insolvency to such party, may terminate this Agreement as of the date specified in such notice of termination.

4.3 Upon the termination of the Agreement, without prejudice to any other rights SC.WORX may have, Client shall: (a) within fifteen (15) days of the date of termination, deliver up to SC.WORX and at SC.WORX’s option forthwith remove and/or destroy all components of the Service, the Technology, any Confidential Information of SC.WORX and any materials bearing SC.WORX’s trade-marks from any storage media or hard copies remaining in Client’s control or possession; (b) provide an officer’s certificate attesting to such delivery, erasure and/or destruction as is reasonably satisfactory to SC.WORX; (c) remit to SC.WORX all such costs and fees owing to SC.WORX including those related to the permanent or temporary winding down of any services provided by SC.WORX.

4.4 Upon termination or cancellation hereof, for any reason whatsoever, of this Agreement, all Client rights hereunder shall terminate immediately. Client agrees that it shall immediately cease: (i) use of the SC.WORX Intellectual Property; (ii) use of the SC.WORX Software; (iii) the SC.WORX Services; and (iv) installing or distributing licenses of the Software. Upon termination or cancellation hereof, for any reason whatsoever, of this Agreement, SC.WORX shall no longer provide and make available to Client any additional Software, Software upgrades, Service or Maintenance and Support Services thereto. Furthermore, upon termination due to breach of this Agreement, whether by default, or for any other reason, or upon other lawful revocation of the rights granted hereunder, Client shall within thirty (30) days destroy every copy of Software, all executable software, unused licenses and license keys and the SC.WORX Intellectual Property and confidential materials related to SC.WORX Services in its possession or control, regardless of its format or containing medium.

 

5.            Cancellations and Refunds

5.1          Cancellations - Cancellations may be requested at any time by submitting a cancellation form to support@scworx.com.  Please note that leaving a voicemail will not guarantee a cancellation. All cancellations must be submitted 60 days before the minimum service period is due to expire.  If the cancellation is not submitted 60 days before the expiration of the MSP then the service will automatically renew for an additional one year MSP.

5.2          Refunds - ALL CHARGES ARE NON-REFUNDABLE.  If Client cancels SC.WORX during a minimum service period, Client will not receive a refund for any portion of the Charges for the remainder of that minimum service period.  In rare circumstances, we may provide a credit, discount, or other consideration to some or all of our subscribers.  The amount and form of such credits, and the decision to provide them, are at our sole discretion.  The provision of credits in one instance does not entitle Client to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

5.3          Notice of Cancellation - Client can cancel the SC.WORX Service by contacting SC.WORX at support@scworx.com. If Client cancels, the cancellation will go into effect at the end of the then-current minimum service period.  Client will have continued access to the SC.WORX Service for the remainder of the paid minimum service period, but CLIENT WILL NOT RECEIVE A REFUND FOR CHARGES PAID.  After cancellation, Client will continue to owe any accrued amounts due under the Agreement.  Client acknowledges and agrees that cancellation is the sole recourse if Client has any dissatisfaction, issue or concern related to SC.WORX, its Service or features or these terms, including Charges, applicable taxes, or billing methods; or any other SC.WORX policies or practices. 

5.4          Chargebacks - Client agree not to issue a chargeback via the Client bank in relation to any fees charged by SC.WORX. Client accepts that Client will be liable for SC.WORX costs in dealing with the chargeback and recovering any Charges properly due to the Company under these terms.

 

​6. LIMITATION OF LIABILITY AND NATURE OF AVAILABLE DAMAGES.

6.1 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS CLIENT IS OBLIGATED TO PAY UNDER THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 IN NO EVENT SHALL COMPANY, ITS AFFILIATES, SUBCONTRACTORS, SUPPLIERS OR LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO CLIENT FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT IN AN AMOUNT EXCEEDING THE FEES PAID DURING THE PRECEDING THREE MONTHS BY CLIENT TO COMPANY PURSUANT TO THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.

6.2 NATURE OF AVAILABLE DAMAGES. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 SC.WORX does not make any independent representations or warranties with products provided by third parties. Any third party warranties are the exclusive remedies of Client with respect to such products.

7. INDEMNITY.

7.1 Indemnity by Client. Client shall defend, at its own expense, and indemnify and hold Company, Company's Affiliates, and Company's directors, officers, licensors, suppliers, subcontractors, employees, and agents harmless from and against any claim based on: (i) a violation by client or its affiliates of this Agreement or any Federal, state, or other laws or regulations; (ii) any allegation that any content violates applicable law or this Agreement, or violates or infringes a patent, trademark, copyright, or other intellectual property right, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Company's actions); (iii) the Services or any software provided by Company with or relating to the Services, including any claims based on warranty, contract, tort, strict liability, patent, equity, copyright infringement, or misappropriation of intellectual property. Company will promptly notify Client of any such claim or demand that is subject to Client's indemnification obligation.

 

​8. LAW AND VENUE.

8.1 Choice of Law. The validity, construction, and interpretation of this Agreement and the rights, duties, and obligations of the parties hereto shall be governed by the laws of New York.

8.2 Venue and Jurisdiction. The parties hereby irrevocably consent to venue and the personal jurisdiction (to the fullest extent permitted by applicable law) of the state and federal courts located in New York for the resolution of any disputes arising hereunder.

 

​9. REPRESENTATIONS and WARRANTIES.

9.1 Client Warranties; Reliance. Client represents and warrants that it is an entity validly existing and in good standing under the laws applicable to it, that it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement, and that performance of this Agreement will not violate any law or breach any other agreement. Client further represents and warrants that it has the right and authority to transmit the content to Company and direct its disposition in accordance with the terms of this Agreement. Company will perform the Services set forth in this Agreement on the basis of data, information, and instructions furnished by Client. Company shall be entitled to rely upon any such data, information, or instructions provided by Client. If any error results from incorrect data, information, or instructions supplied by client, Company shall not be liable for any damages or delays arising therefrom and client shall be responsible for discovering and reporting such error and supplying the data, information, or instructions necessary to correct such error. Client is ultimately responsible for the adequacy and accuracy of all content or data provided to Company.

9.2 Disclaimer of Warranties. COMPANY PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

​10. CONFIDENTIALITY.

10.1 Nondisclosure of Confidential Information. All Confidential Information supplied by a party (the "Disclosing Party") to the other party (the "Receiving Party") shall remain solely and exclusively the property of the disclosing party. Except as expressly authorized herein, as may reasonably be required to perform the Services or by prior written consent of the disclosing party, which consent may be withheld in the disclosing party's sole discretion, each receiving party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information. Each party shall be responsible for any unauthorized use or disclosure of any of the other party's Confidential Information received by it and its affiliates and their respective employees, agents, representatives and consultants. If client has reason to believe that Confidential Information has been accessed by an unauthorized party, compromised, or otherwise breached, client should contact Company's support department.

10.2 Disclosures. Notwithstanding the foregoing, the receiving party may disclose the disclosing party's Confidential Information to the extent that the receiving party is required by law or any applicable governmental authority to do so; provided, however, that in such event, to the extent permitted by applicable law, the receiving party shall notify the disclosing party and shall cooperate with the Disclosing party in any attempt to contest or limit such required disclosure, at the disclosing party's sole expense.

10.3 Explicitly-Included Information. Without limiting the generality of Confidential Information, Company's information, including computer programs and software, documentation, methodologies, training aids and manuals, and procedures, belonging exclusively to Company shall be treated as Confidential Information and client shall not disclose, sell, assign, lease, or otherwise make available any such information to any third party or entity, other than its employees who require such information to perform their duties, and shall remain the property of Company, eligible for reuse/resale.

10.4 Company Knowhow. Client acknowledges that it has no rights in any software, hardware, systems, documentation, guidelines, procedures, methodologies, and similar related materials or processes, or any modifications thereof, provided by Company (the "Knowhow "), except with respect to client's use of the same during the term as part of client's access and use of the Services. Any intellectual property developed by Company in the course of performance of this Agreement shall be the proprietary property of Company and shall be owned exclusively by Company, and client shall receive a royalty-free, nonexclusive, irrevocable right and license to use such proprietary software during the term of this Agreement.

10.5 Client Equipment. Company acknowledges that it has no rights in any software, hardware, systems, documentation, guidelines, procedures, and similar related materials or processes, or any modifications thereof, provided by client, except with respect to Company's use of the same in providing the Services during the term. Client shall, at client's sole cost, take whatever action is necessary for Company to be provided with nonexclusive rights and/or licenses to use software provided by client for use by Company in providing the Services.

 

​11. BUSINESS CONTINUITY.

11.1 Force Majeure. Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement is delayed or prevented by revolution or other civil disorders; wars; acts of enemies; strikes; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; federal, state or municipal action; statute; ordinance or regulation; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes hereinbefore enumerated or not (each, a "Force Majeure Event"). This clause shall not apply to the payment of any sums due under this Agreement by either party to the other.

 

​12. SERVICE AVAILABILITY AND USE

12.1 Suspension of Services. Company reserves the right, to temporarily suspend or terminate client's access to the Service at any time in Company's sole discretion, without incurring liability of any kind. For example, Company may suspend or terminate access to or use of the Service for: (a) the actual or suspected violation of this Agreement; (b) the use of the Services in a manner that may cause Company to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by Client or in the Content; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages.

12.2 Acceptable Use. Client must not use the Services to harm others or the Services, nor permit such use by anyone accessing the Services on client's behalf. For example, client must not damage, disable, overburden, or impair the Services (or any network connected to the Services); use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; or use any automated process (such as a bot, a spider, or periodic caching of information stored by Company) to access or use the Services.

 

​13. MODIFICATIONS

13.1 Modifications to Services. Company reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. Company may add or remove functionalities or features, and may suspend or stop a particular Service altogether.

 

14. DATA

14.1 Data provided by Client to enable SC.WORX to perform the Services will remain the property of Client. Client grants SC.WORX a license to use such data for the purposes of performing the Services and to retain a copy of such data in its master database and use such data as a reference; provided however, that the data is de-identified. SC.WORX will own all right, title and interest in and to any information, inventions, discoveries, ideas, innovations, communications, writings, reports and other works (whether or not copyrightable or patentable), including, but not limited to, any computer programs, which are made, conceived, developed or prepared by SC.WORX during the term of this Agreement and which are based upon or arise from the Services performed by SC.WORX for Client. In addition, SC.WORX retains the right to use its knowledge, experience, and know-how, including processes, ideas, concepts, and techniques developed in the course of performing the Services.

14.2 If User requests that SC.WORX perform Services with regard to pre-existing software, Client represents and warrants that Client and SC.WORX have the right to do so and that such work does not infringe such third party's rights, and that SC.WORX has the right to use such third party work without payment of any royalty fees.

 

​15. MISCELLANEOUS

15.1       Entire Agreement. This Agreement, along with the Service Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, agreements, and undertakings, whether written or oral, between the parties with respect to such matter. This Agreement may be amended only by an instrument in writing referencing this Agreement and executed by the Parties or their permitted assignees. Notwithstanding anything to the contrary, any additional purchase orders or business forms provided by client hereunder shall have no effect and may not alter any terms of this Agreement.

15.2 References. In this Agreement, "include" and "including" shall mean respectively, "includes, without limitation" and "including, without limitation."

15.3 Assignment. Except as otherwise set forth by the applicable end user license agreements, client may not assign this Agreement or any rights, obligations, or benefits under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that either party may freely assign this Agreement without the prior written consent of the other party (i) in connection with a merger, corporate reorganization, or sale of all or substantially all of its assets, stock, or securities, or (ii) to any entity which is a successor to all or substantially all of the assets or the business of the applicable party. Any permitted assignee must assume the obligations of the assignor by written instrument. Any assignment in contravention of this Agreement shall be void. This Agreement shall bind, benefit and be enforceable by and against the Parties and their respective successors and assigns. No third party shall be considered a beneficiary of this Agreement or entitled to any rights under this Agreement.

15.4 Relationship of Parties. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either client or Company joint ventures, principals, partners, agents, or employees of the other. No officer, director, employee, agent, affiliate, or contractor retained by Company to perform work on client's behalf under this Agreement shall be deemed to be an employee, agent, or contractor of client. Neither party shall have any right, power or authority, express or implied, to bind the other.

15.5 Notices. Except as otherwise specified in the Agreement, all notices, requests, approvals, consents, and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by i) first class U.S. mail, registered or certified, return receipt requested, postage pre-paid; or ii) U.S. express mail, or other, similar overnight courier service to the address of the other party first written above, or such other address as may be clearly requested by a party in writing to the other party. Notices shall be deemed given on the day actually received by the party to whom the notice is addressed.

15.6 Section Headings. Section headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement nor be construed as part of this Agreement.

15.7 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original document but all such counterparts together shall constitute one binding agreement.

15.8 Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

15.9 Severability. If any provision of this Agreement is held for any reason by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect and the provision found to be contrary to law shall be deemed modified to the most limited extent required in order to cause such provision to be in accordance with applicable law while most fully carrying out the intent of the applicable provision as set forth herein.

15.10 Survival. Any Section of this Agreement shall survive to the extent required for the performance of such provision in accordance with the terms hereof.

16.11 The failure by either party to exercise any right conferred by the Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of any such right on any later occasion.

15.12 No Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the client and Company.

15.13 Construction. Company and client each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties' agreement based upon the level of risk to client and Company associated with their respective obligations under this Agreement and the payments to be made to Company and the charges to be incurred by Company pursuant to this Agreement. The parties agree that the terms and conditions of this Agreement shall not be construed in favor of or against either party by reason of the extent to which either party or its professional advisors participated in the preparation of this document.

15.14 Client agrees that if it becomes aware of any unauthorized decompilation or infringement of the SC.WORX Software, or any aspect of the SC.WORX Services or any component thereof it shall promptly alert SC.WORX of such activity and provide the identity of such company or person to SC.WORX. Determination of whether to institute any demand, suit or action in connection with any such event shall be made solely by SC.WORX and if instituted, shall be instituted and maintained at the expense of SC.WORX. Client agrees to be a named party in any action if so requested by SC.WORX and to furnish SC.WORX with full cooperation in such action.

 

16.          Changes to this Policy - SC.WORX may occasionally update these Policies to reflect changing company business needs.