General Terms and Conditions

The following GENERAL TERMS AND CONDITIONS (the “Terms”) apply to any services provided to or products purchased by you (the “Customer”), from Frontline Group North America LLC, a Georgia limited liability company, with its principal place of business located at 2300 Lakeview Parkway, Suite 700, Alpharetta, Georgia 30009, and its subsidiaries (the “Company”). The parties are sometimes collectively referred to herein as the “Parties.” These Terms govern the Customer’s acquisition and use of the services. To the extent there is any conflict between language of these Terms and the language of a Statement of Work or Order Summary (as each of these are defined below), the language of the applicable Statement of Work or Order Summary shall prevail. If the Customer does not agree to these Terms or to the terms included in the applicable Statement of Work or Order Summary, Company is unwilling to provide services to Customer.

EITHER BY (I) APPROVING A STATEMENT OF WORK OR ORDER SUMMARY THAT REFERENCES THIS AGREEMENT; OR (II) BY DIGITALLY OR MANUALLY SIGNING THIS AGREEMENT, CUSTOMER AGREES TO ALL OF THE FOLLOWING TERMS. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE SUCH STATEMENT OF WORK OR ORDER SUMMARY IS APPROVED OR WHEN THIS AGREEMENT IS SIGNED (the “Effective Date”).  IF THE UNDERSIGNED IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, HE OR SHE REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFLIATES TO THESE TERMS AND CONDITIONS, (in which case the terms “Customer” or “Customers” shall collectively refer to such entity and its affiliates).  IF THE UNDERSIGNED DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THE UNDERSIGNED MUST NOT ACCEPT THIS AGREEMENT AND THE CUSTOMER MAY NOT USE THE SERVICE.

1. Scope of Agreement: These Terms apply to the purchase of any service (collectively, “Requested Services”) from Company, including those services offered by Company on a recurring monthly basis requiring Company’s active management (“Managed Services”), services related to a specific project (“Project Work”), consulting work, web design, and other services (collectively, the “Services”), as well as licenses for software, hardware, support and maintenance services, and/or subscription services (collectively, “Products“). The particular Services and/or Products are set forth in addendums between the Parties that are hereby incorporated by reference (each a “Statement of Work” or an “Order Summary”/“Order”, as applicable). The Parties may execute multiple addendums.

2. Term and Termination:

2.1. Termination by Company. Company may terminate: (a) a specific Statement of Work or Order if Customer fails to pay any applicable fees due for that Order within thirty (30) days after it has come due; and/or (b) a Statement of Work or Order if Customer commits any other material breach of these Terms or the terms of the applicable Statement of Work or Order and fails to cure such breach within thirty (30) days after receipt of written notice from Company. If an Order for Services is terminated by Company, Customer shall pay Company (within ten (10) days of such termination) for all Services rendered, Product provided, and any expenses incurred through the termination date.

2.2. Termination by Customer. Customer may terminate: (a) a Statement of Work or an Order if Company commits any material breach of these Terms and Company fails to cure such breach within thirty (30) days after receipt of written notice from Customer; or (b) for any reason with ninety (90) days prior written notice to Company.

2.3. Termination Fees. If a Statement of Work or an Order is terminated, Customer will promptly pay Company for Services rendered and expenses incurred through the termination date, as well as any remaining contract balance for Services and third-party licenses procured on Customer’s behalf.

3. Payment: Customer will pay Company all fees (the “Fees”) due upon receipt of an invoice. Fees are exclusive of sales, use, excise, and any other applicable transaction taxes, which Customer will pay (excluding taxes based upon the net income of Company). Customer shall pay all expenses, including actual attorneys’ fees, incurred by Company or its representatives in enforcing its rights provided that Company is successful on the merits. Customer’s obligation to pay undisputed amounts due for Services and Company’s right to all such amounts are absolute and unconditional. Customer is not entitled to setoff of such amounts. All Fees will be detailed in a Statement of Work and/or an Order. Unless otherwise stated in the Statement of Work or the Order Summary, Customer agrees to pay or reimburse Company for all actual, necessary, and reasonable expenses incurred by Company in performance of the Services, which are capable of verification by receipt. Company will submit invoices to Customer for such expenses either upon completion of the Services or at stated intervals, in accordance with the applicable Statement of Work or Order Summary.

4. CONFIDENTIALITY AND NON-DISCLOSURE:

4.1 Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any format whether oral, written, electronic, or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Customer Confidential Information shall include any personally identifiable information or protected health information of Customer employees, Customer clients, and Customer Data. Customer acknowledges and agrees that these Terms do not constitute a Business Associates Agreement (“BAA”) as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L. 104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the requirement for any such agreement in addition to these Terms may be necessary to provide the Services hereunder. Customer acknowledges and agrees that Third-Party Service Providers and Third-Party Product Vendors are not parties to any SOW, these Terms or other agreement with Company unless specifically agreed in writing and Customer must obtain a separate BAA with the Third-Party Service Provider or Third-Party Product Vendor. Customer shall be solely responsible for the consequences, if any, of moving forward with the Services hereunder without such a BAA and shall be the sole judge of the necessity for a BAA in addition to these Terms. Furthermore, Customer hereby agrees to defend, indemnify and hold harmless Company and any affiliated company, and Company’s respective present and former shareholders, officers, directors and employees and its attorneys and agents, and Company’s predecessors, successors, insurers, assigns, heirs, executors and administrators (collectively referred to as the "Indemnitee"), from and against any and all claims, demands, causes of action, actions, judgments, liabilities, losses, costs and expenses, including attorneys' fees and costs, as they occur, brought against, imposed upon, or incurred or suffered by, the Indemnitee which in any way relate to the failure of Customer to comply with these Terms in proper handling of protected health information to the extent not caused by Company’s gross negligence and/or due to the absence of any necessary BAA, or failing to notify Company of the necessity of the same.

4.3 Confidential Information of Each Party shall include the terms and conditions of these Terms and all “Requested Services” as well as business and marketing plans, technology and technical information, products, services, product plans and designs, trade secrets, and business processes disclosed by such Party.

4.4 Confidential Information (other than Customer Data) shall not include any information that:

(a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
(c) is received from a third-party without breach of any obligation owed to the Disclosing Party, or
(d) was independently developed by the Receiving Party.

4.5 Protection of Confidential Information. The Receiving Party shall:

(a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care,
(b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms or otherwise in any manner to the Disclosing Party’s detriment, and
(c) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, subcontractors and agents who need such access for purposes consistent with these Terms.

4.6 Inadvertent Disclosure. Should any Confidential Information be disclosed through inadvertence of the Receiving Party, or through the act or omission of the Receiving Party, the person who received the information (a) shall be informed promptly by the Receiving Party Customer of the confidentiality provisions of these Terms, and upon such notice shall be subject to these confidentiality terms; and (b) shall be identified immediately to the Disclosing Party. The Receiving Party shall help the Disclosing Party in every reasonable way to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

4.7 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

4.8 Return or Destruction of Confidential Information. Upon request, each Party agrees to promptly return the other Party’s Confidential Information in its possession, custody or control, or to certify the deletion or destruction of Confidential Information; provided, however, that the Receiving Party may retain a copy of any Confidential Information to the extent (a) required by applicable law or (b) it would be unreasonably burdensome to destroy. In the event that return or destruction of Confidential Information is unduly burdensome, or not feasible, the Parties shall extend the protections of these Terms to the retained Confidential Information.

4.9 Term. The Receiving Party acknowledges and agrees that the Receiving Party shall be subject to this confidentiality agreement even after the completion or termination of the Services.

5. Environment: Customer shall provide appropriate and safe workspaces for purposes of Company performing the Services. Customer shall further provide a suitable working environment for any equipment located at Customer’s facility. This includes, but is not limited to maintaining the appropriate temperature, static electricity and humidity controls and providing a properly conditioned electrical supply for each piece of equipment. Customer shall bear the risk of loss of any equipment in Customer’s possession or under Customer’s control.

6. Customer Responsibility for Equipment: Customer agrees to timely furnish, at its own expense, all personnel, all necessary computer hardware, software and related materials. Customer will be responsible for the quality, completeness and workmanship of any item or service furnished by it and for ensuring that the materials provided to Company do not infringe or violate the rights of any third party. Customer will maintain adequate backup for all data and other items furnished to Company.  Customer acknowledges that from time to time Company may identify additional items that need to be purchased by Customer, and/or that changes in Customer’s systems may be required in order for Company to meet Customer’s requirements. In connection therewith, Customer agrees to work in good faith with Company to effectuate such purchases and/or changes. In the event Company is required to purchase any assets on Customer’s behalf, including computer hardware and/or software, in connection with Company providing the Services, all such assets will remain the sole property of Company unless specifically stated otherwise in writing.

Customer will be responsible for the quality, completeness and workmanship of any item or service furnished by it and for ensuring that the materials provided to Company do not infringe or violate the rights of any third party.

Customer agrees to be responsible for any failure or malfunction of electrical or telecommunications infrastructure or services, whether such failure or malfunction is caused by Customer’s action or failure to act, if such failure or malfunction causes damage to Company’s or to Customer’s equipment; Company disclaims all responsibility for any loss including data.

7. Customer Data Ownership and Responsibility: Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information or material proprietary submitted by Customer to Company.

7.1 Software Installation or Replication. If Company is required to install or replicate Customer software as part of the Services, Customer will independently verify that all such software is properly licensed. By providing any software to Company, Customer will be deemed to have affirmatively acknowledged to Company that Customer has a valid license that permits Company to perform the Services related thereto. In addition, Customer will retain the duty and obligation to monitor Customer’s equipment for the installation of unlicensed software unless Company expressly agrees to conduct such monitoring in a Statement of Work between the Parties. Customer will indemnify and hold harmless Company against all damages and expenses it may incur (including reasonable attorney’s fees and disbursements) related to Customer providing infringing materials to Company or any other Customer breach of this Section.

8. Tangible Property Rights: Authorization to use any software or hardware belonging to Company provides Customer with a personal, non-exclusive, limited, non-transferable, and temporary license. All rights are reserved. The Customer may not re-publish, transmit, distribute, sell, lease, sublet or make any unauthorized use of Company property. Modification of such materials or the use of such materials for any purpose not authorized in writing by Company is prohibited. Customer agrees to act in good faith and maintain in good physical and working order any hardware, software or other tangible items belonging to Company that are installed, lent to, leased to, or for any other reason in possession by Customer or Customer personnel. In the event of damage, theft, modification, defacing, loss of, or any other acts considered beyond what would be considered “normal wear” the Customer will be responsible reimbursing Company for repair and/or replacement of such material in an amount determined by Company to be fair market value and such amount will be due immediately at any time requested by Company.

9. Intellectual Property:

9.1. Company Intellectual Property. Any work of authorship fixed in any tangible medium that is the subject matter of a copyright or potential application for registration therefore (including, but not limited to, object code and source code), (a) unpatented inventions, including but not limited to, physical parts or components, processes, techniques, programs or methods, (b) non-trademarked or non-service-marked distinctive symbols, pictures or words, (c) hardware or software provided by Company for use by Customer (d) trade secrets, or (e) any other copyrightable, patentable and/or trademarkable intellectual property rights, whatsoever, associated with any ideas, symbols, marks, phrases, writings, drawings, inventions, machines, designs, concepts, techniques, methods, know-how, processes or works of authorship developed or created by: (i) Company and/or Company Personnel; and/or (ii) through collaborative efforts of Company (including Company Personnel) and Customer and/or any director, officer, shareholder, member, manager, employee, agent, independent contractor or representative of Customer (“Customer Personnel”) during the term in which Company is providing Services (collectively, the “Work Product”) shall belong to Company; provided that Customer shall retain a perpetual, non-exclusive, royalty-free license to use the Work Product in its day to day business operations so long as Customer does not disclose, sell, lease, transfer, or assign, in any capacity, its rights in said Work Product, to any third party (including Company Personnel and Customer Personnel) without the express, written consent of Company, which consent may be withheld. Upon request of Company, Customer shall, if necessary, take such actions, and shall cause Customer Personnel to take such actions, including execution and delivery of any and all instruments of conveyance, necessary to grant title in and to the Work Product to and in the name of Company.

9.2. License Agreements.

(a) License. Subject to these Terms, Company grants Customer a perpetual, non-exclusive, personal, non-transferable license to use and modify all programming, documentation, reports, and any other Product provided as part of the Services solely for its own internal use.

(b) Pre-Existing License Agreements. Any software Product provided to Customer by Company as a reseller for a third party, which is licensed to Customer under a separate software license agreement with such third party, will continue to be governed by the third-party license agreement.

(c) EULA. Customer hereby consents and gives permission to Company to sign all End User License Agreements (EULAs) necessary for any software product installed on Customer’s computer system.

9.3. Third-Party Products. Product warranties for third party products, if any, are provided by the manufacturers thereof and not by Company. Company’s sole obligation is to act on behalf of Customer to assist in the satisfaction of any such warranty provided that Customer has produced all necessary information regarding the same.

10. Software, Hardware, and Security: Customer understands and agrees that data loss or network failures may occur, whether or not foreseeable, if the Customer fails to maintain proper security for its computer and information system including software and hardware updates.

11. Non-Solicitation: Customer agrees that until these Terms are terminated, and for a period of two (2) years following the termination of these Terms, Customer will not recruit or hire any employee, agent, representative or subcontractor of the Company (“Company Personnel”), nor will Customer directly or indirectly contact or communicate with Company Personnel for the purpose of soliciting or inducing such Company Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than Company; or (b) to provide services to Customer or any other person, firm or entity except as an employee or representative of the Company. Customer agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

12. Disclaimer of Warranties: To the fullest extent permitted by law, Company disclaims all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Company does not warrant that use of software, hardware, services or any other products furnished by Company will be uninterrupted, error-free, or secure, that defects will be corrected, or that products or the server(s) to which access is provided are free of viruses or other harmful components.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY FURNISHES AND CUSTOMER ACCEPTS THE PRODUCTS, SOFTWARE, AND PROPRIETARY INFORMATION AS-IS, WITH NO OTHER REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS AND SOFTWARE, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE, TO CUSTOMER, CUSTOMER’S CUSTOMERS, OR ANY THIRD PARTY. COMPANY MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ANY SERVICES WHICH ARE PROVIDED AS-IS. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY CUSTOMER REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF SOFTWARE ARE PROVIDED TO CUSTOMER, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.

NO STATEMENT BY ANY COMPANY EMPLOYEE OR AGENT, ORALLY OR IN WRITING, WILL SERVE TO CREATE ANY WARRANTY OR OBLIGATION NOT SET FORTH HEREIN OR TO OTHERWISE MODIFY THESE TERMS IN ANY WAY WHATSOEVER.

13. Release with Limitation of Liability:

THIS PARAGRAPH LIMITS THE LIABILITIES ARISING UNDER THESE TERMS OR ANY REQUESTED SERVICES OR IS A BARGAINED-FOR AND MATERIAL PART OF THESE TERMS. THE PARTIES ACKNOWLEDGE AND AGREE THEY WOULD NOT ENTER INTO THESE TERMS UNLESS THEY COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. EXCEPT FOR A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, EACH PARTY AND ITS RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND ASSIGNS AGREE TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE NOTED IN THESE TERMS, INCLUDING INDEMNIFICATION OBLIGATIONS, AGREE TO RELEASE THE OTHER PARTY AND ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, EMPLOYEES, SHAREHOLDERS, NOMINEES, CONSULTANTS, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES. COMPANY’S AGGREGATE LIABILITY TO CUSTOMER UNDER OR FOR BREACH OF THESE TERMS WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACCRUAL OF SUCH DAMAGES. ANY ACTION BROUGHT BY CUSTOMER AGAINST COMPANY MUST BE BROUGHT WITHIN ONE YEAR OF THE CLAIM ACCRUING, EVEN IF IT IS NOT KNOWN AT THE TIME OF ACCRUAL. FAILURE TO BRING THE ACTION WITHIN ONE YEAR WILL BE CONSIDERED A PERMANENT AND IRREVOCABLE WAIVER OF THE CLAIM. CUSTOMER MUST GIVE COMPANY THIRTY (30) DAY WRITTEN NOTICE PRIOR TO FILING THE ACTION WITH SUCH NOTICE PROVIDING COMPANY THIRTY (30) DAYS TO CURE SUCH CLAIM. FAILURE TO PROVIDE NOTICE WILL CONSTITUTE A PERMANENT AND IRREVOCABLE WAIVER OF THE CLAIM.

14. Mutual Indemnification and Hold Harmless: EACH PARTY AGREES TO THE FULLEST EXTENT PERMITTED BY LAW AT ALL TIMES TO DEFEND, INDEMNIFY, PAY, SAVE AND HOLD THE OTHER PARTIES AND ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, NOMINEES, SUBCONTRACTORS, CONSULTANTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “MUTUALLY INDEMNIFIED PARTIES”) HARMLESS FROM EACH AND ANY AND ALL LIABILITIES, COSTS, EXPENSES, SUITS, CIVIL OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING, LOSSES, CLAIMS, ACTIONS, VIOLATIONS, FINES AND PENALTIES (INCLUDING WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEY’S FEES AND ANY OTHER REASONABLE COSTS OF LITIGATION) (HEREINAFTER COLLECTIVELY, THE “CLAIMS”) THAT ANY OF THE MUTUALLY INDEMNIFIED PARTIES MAY SUFFER, SUSTAIN OR INCUR TO THE EXTENT CAUSED BY THE NEGLIGENCE OF, OR BREACH OF THE TERMS OF THIS AGREEMENT BY, INDEMNIFYING PARTIES.

THE PRECEDING INDEMNIFICATION OBLIGATIONS ARE CONDITIONED ON ANY OF THE INDEMNIFIED PARTIES: (I) NOTIFYING THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF SUCH ACTION; (II) REASONABLY COOPERATING AND ASSISTING IN SUCH DEFENSE AT THE EXPENSE OF THE INDEMNIFYING PARTY; AND (III) GIVING SOLE CONTROL OF THE DEFENSE AND ANY RELATED SETTLEMENT NEGOTIATIONS TO THE INDEMNIFYING PARTY WITH THE UNDERSTANDING THAT THE INDEMNIFYING PARTY MAY NOT SETTLE ANY CLAIM IN A MANNER THAT ADMITS GUILT OR OTHERWISE PREJUDICES THE INDEMNIFIED PARTY, WITHOUT ITS CONSENT.

15. Terrorism; Extraordinary Events: In no event, including through negligent act or omission on its part, shall Company be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of anticipated profits, Company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from:

(a). any act of terrorism, strike or similar labor action, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, or any action taken in controlling, preventing or suppressing any of these things, including any such act or series of acts of any person or group(s) or persons, whether acting alone or on behalf of or in connection with any organization(s), committed for political, religious or ideological purposes including but not limited to the intention to influence any government and/or to put the public in fear for such purposes by using activities perpetrated electronically that are directed towards the destruction, disruption or subversion of communication and information systems, infrastructure, computers, telecommunications or electronic networks and/or its content thereof or sabotage and or threat therefrom.

(b). any failure or malfunction of electrical or telecommunications infrastructure or services not under Company’s control, any satellite failure, or from any fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail, tidal wave, landslide, act of God or other physical event.

(c). a cyberattack or any other event not contemplated by these Terms.

16. Client Cyber Security. It is understood that within the Services provided, it is not the intent, nor does Company provide any type of internet security monitoring, cyber security monitoring, cyber terrorism monitoring, or other cyber threat defensibility for Client unless otherwise specified in the “Order Summary”.

17. Limitations of Technology: Customer acknowledges that technologies are not universally compatible, and that there may be particular services or devices that Company may be unable to monitor, manage, or patch. Company agrees to inform the Customer when such a situation arises. Customer agrees to correct the situation if applicable, and to hold the Company harmless in any case. Patches and antivirus definitions are distributed by their respective software vendors, and as such, Company has no direct control over the effectiveness or lack thereof of the software being applied. Company shall not be held responsible for interruptions in service due to patches released by, or any other actions taken or not taken, by software vendors.

18. Miscellaneous:

18.1 Force Majeure. Company shall not be liable to Customer for failure to perform its obligations hereunder to the extent such failure to perform is caused by an event beyond the reasonable control of Company, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of God, war, warlike hostilities, civil commotion, riots, epidemics, pandemics, fire, strikes, lockouts, or any other similar cause or causes, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.

18.2 Attorneys’ Fees. The prevailing party in any dispute or legal action brought to enforce these Terms shall recover from the other party its reasonable attorneys’ fees and costs of suit or action in addition to any other relief granted.

18.3 Waiver. The waiver by either Party of the breach or default of any of the provisions of these Terms by the other Party shall not be construed as a waiver of any subsequent breach of the same or other provisions, nor shall any delay or omission on the part of either Party to exercise or avail itself of any power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.

18.4 Whole Agreement. These Terms, in conjunction with a Statement of Work and/or Order Summary, constitute the entire and final agreement among the Parties with respect to the subject matter hereof, and there are no agreements, understandings, warranties or representations among the Parties except as set forth herein. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. The Parties’ agreements herein will inure to the benefit of and bind the respective heirs, administrators, executors, representatives, successors and permitted assigns of the Parties hereto.

18.5 Headings. All headings contained in these Terms are for reference purposes only and are not intended to affect in any way its meaning or interpretation.

18.6 Amendment. Notwithstanding anything to the contrary contained herein, Company may, from time to time change these Terms or the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the Fees or any performance dates set forth in the relevant Statement of Work or Order Summary. Customer may review the current version of this General Terms and Conditions Agreement at https://FrontlineGroupLLC.com/legal-terms.

18.7 Notices. Any notice, request, direction, consent, approval, waiver or other communication required or permitted under these Terms to be sent to Company must be in writing and will become effective only if provided to Company at the addresses set forth below:

Address: 2300 Lakeview Parkway, Suite 700; Alpharetta, Georgia 30009
E-mail: [email protected]
Marked for the attention of: Frontline Group North America Legal Counsel

Notice delivered in accordance with the foregoing shall be effective (i) when delivered, if delivered personally, (ii) two days after being delivered in the United States (properly addressed and all fees paid) for overnight delivery service to a courier (such as Federal Express) which regularly provides such service and regularly obtains executed receipts evidencing delivery (iii) when sent to Company’s email address listed above, or (iv) five days after being deposited (properly addressed and stamped for first-class delivery) in a daily serviced United States mail box. Company may provide notices to Customer at the email address or contact address on file or in accordance with means of delivering notices provided for in this paragraph.

18.8 Assignment. Company may assign its rights and obligations hereunder in its sole and absolute discretion. Customer may not assign any of their rights or obligations to any third party without the prior written consent of Company.

18.9 Severability. Whenever possible, each provision and application of these Terms shall be interpreted in such manner as to be effective and valid under applicable law. If any provision or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent under applicable law, such provision or application shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or application, and the remainder of these Terms and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

18.10 Construction of Agreement. These Terms shall be construed as if jointly prepared by the Parties, and no uncertainty or ambiguity shall not be construed or interpreted against the Party who actually prepared or drafted the Terms.

18.11 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflicts of law principles. The United Nation’s Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and any agreements attached hereto as exhibits. The Parties agree that the state and superior courts located in Fulton County, Georgia, and the Northern District of Georgia shall have sole and exclusive jurisdiction and venue over any matter arising out of these Terms and each Party hereby submits itself and its property to the venue and jurisdiction of such courts. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such court, including any claim that such proceeding has been brought in an inappropriate or inconvenient forum.

18.12 Voluntary Agreement. By signing a Statement of Work or Order Summary, Customer represents and warrants to Company that it is fully aware of the terms herein and has voluntarily agreed to abide by them without coercion or duress of any kind.