Intelligent Technical Solutions, LLC
Terms and Conditions

(Updated June 18, 2024)

These Terms and Conditions (the "Terms and Conditions"), as they may be updated by Intelligent Technical Solutions, LLC, a Nevada limited liability company ("Company") from time-to-time, shall apply with respect to each proposal, purchase order and/or statement(s) of work (each, an "SOW" which, for the avoidance of doubt, shall include these Terms and Conditions the same as if set forth fully therein) entered into by and between the Company and/or its designated Affiliates (as defined below) and the Client or Customer (as defined in such SOC, the "Client" and, together with Company, the "Parties" and, each, a "Party") for the provision of service by Company and/or such designated Affiliate for such Client. For the avoidance of doubt, (a) the Company may update these Terms and Conditions at any time without any written notice to Client (other than company's uploading of such updated Terms and Conditions on its website, currently located at https://www.itsasap.com/terms-and-conditions, and (b) in the event of any conflict between these Terms and Conditions and any SOW entered into thereunder, the order of priority shall be (i) first, the SOW; and (ii) second, these Terms and Conditions, as amended from time-to-time; provided that in any situation involving warranties, limitations of liability, or termination of a SOW, the SOW shall only govern if it expressly states that Company and the Client mutually agree that it shall override the conflicting provisions of the Terms and Conditions as to such limited circumstances.

1. Definitions

(a) Affiliate

(b) Client Users or Users

(c) Confidential Information

(d) Effective Date

(e) Person

(f) Services

(g) System

2. Services

During the Term, Company agrees to perform (or cause its Affiliates and/or consultants to perform) the Services in accordance with the specifications set forth in the applicable SOWs and these Terms and Conditions. Company agrees to provide the Services in a professional manner, in line with commercially reasonable industry standards. Unless otherwise stated in a SOW, all Services will be performed on a schedule, and in a prioritized manner, as determined by Company. Client understands and agrees that (a) following the Effective Date of a SOW, the Services may include an onboarding period or process (as applicable, the "Onboarding Period"), during which the Company will be in the process of implementing the requested Services and transitioning Client away from the services or systems provided by any vendor(s) previously providing similar services, and there may be unanticipated downtime or delays due to Company's initial startup activities with you during such Onboarding Period; and (b) any Client delays in approvals or payment, or quests for changes to plans or materials, will alter any timeline proposed by Company. Under no circumstances shall the Company be responsible or liable in any matter for delays and changes to any applicable timeline arising out of or due to any unforeseen circumstances that are not in company's control or are the result of any action or omissions by Client.

3. Restrictions on Use

During the Term, Client agrees to follow (and to cause its Users to follow) Company's policies and procedures relating to the Services (including, without limitation, with respect to submission of support requests), as may be provided to Client by company in writing and/or as set forth on the Company's Client policy portal from time-to-time. In addition, as a condition of receiving the Services, Client (on behalf of itself and its Users) agrees that neither Client nor its Users will:

(a) Use the Services in any manner that violates any applicable local, state, federal or international law, order or regulation.

(b) Take part in any fraudulent activities, including impersonating any person or entity or forging anyone else's digital or manual signature.

(c) Invade another person's privacy, stalk, harass, or otherwise violate the rights of others.

(d) Post, transmit, or distribute content that is illegal, threatening, abusive, libelous, slanderous, defamatory, promotes violence, or is otherwise offensive or objectionable in Company's sole discretion.

(e) Restrict, inhibit, or otherwise interfere with the ability of any other Person to use or enjoy the Services, including, without limitation, by posting or transmitting any information or software which contains a virus, lock, key, bomb, worm, Trojan botnet, cancelbot, or other harmful feature.

4. Fees and Expenses

(a) Fees

(b) Expenses

(c) Payment Terms

5. Terms, Services, and Billing

(a) Unless otherwise specified in an applicable SOW, a SOW between Company and Client is effective upon the Effective Date and shall remain in force for three (3) years (the "Initial Term"). The SOW shall automatically renew for subsequent one (1) year periods beginning on the day immediately following the end of the Initial Term (each a "Renewal Term" and, collectively with the Initial Term, the "Term"), unless (a) the SOW is earlier terminated by either Party in accordance with these Terms and Conditions, or (b) either Party gives the other Party at least sixty (60) days' prior written notice of its intent not to renew the SOW following the end of the then-current Initial Term or Renewal Term, as applicable.

(b) If Client disputes all or any portion of an invoiced amount in good faith, then Client shall (i) pay all undisputed amounts, and (ii) shall notify Company in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within sixty (60) days from the date of such invoice. Failure to raise a dispute within the foregoing period for any invoice shall be deemed a waiver by Client of its right to later raise a dispute with regard to such invoiced amount. Invoices for which no such timely notification of dispute is received shall be deemed accepted by the Client as true and correct, and the Client shall pay all amounts due under such invoice(s) in accordance with Section 4(c) of these Terms and Conditions. In the event any such dispute is resolved against Client and Client has withheld payment, then (i) Company shall resubmit an invoice to Client, and (ii) Client shall pay such amount within fifteen (15) days of receipt of such resubmitted invoice. In the event that the dispute is resolved in favor of Client, and Client has previously made payment of the disputed amount, Company shall credit such amount to the account of Customer; provided, however, that if the Term has expired or the SOW has been terminated as of the time of the resolution of such dispute, then Company shall refund such amount by check or by wire transfer to Client within fifteen (15) days after resolution of such dispute.

6. Termination

(a) Company may terminate any SOW at any time, with or without cause, upon sixty (60) days' prior written notice to Client.

(b) Client may terminate any SOW upon ninety (90) days' prior written notice to Company; provided that Client agrees to pay the applicable Early Termination Fee, if any, with respect to any Services so terminated as liquidated damages and a reasonable approximation of Company's loss from such early termination. For purposes of a SOW, the "Early Termination Fee" shall equal the sum of: (a) all credits or discounts provided by Customer to Client in consideration for a longer Term of Services; plus (b) the fair market value of any Services provided for free or at a significantly reduced rate, including any waived or reduced onboarding fees; plus (c) any additional termination fee specified in the SOW for a terminated Service. For the avoidance of doubt, in addition to any applicable Early Termination Fee, Client shall remain responsible for paying any Fees still outstanding under the SOW as of the date of such termination for convenience.

(c) Either Party may terminate any SOW, upon written notice to the other Party, if there is a material breach of such SOW by the other Party; provided that such breach is not cured by the breaching Party (i) within ten (1) days of the breaching Party's receipt of such written notice, if such breach relates to the payment of Fees due hereunder, or (ii) within thirty (30) days of the breaching Party's receipt of such written notice, with respect to non-monetary breaches.

(d) Company and Client may mutually consent, in writing, to terminate a SOW at any time.

(e) Company may immediately suspend or terminate any or all SOWs between the Company and Client if Client terminates or suspends its business operations, is insolvent, or enters into bankruptcy or receivership (voluntarily or involuntarily).

(f) If either Party terminates a SOW, Company may, upon written request, provide commercially reasonable assistance to Client in the orderly termination of Services, including timely transfer of the Services to another designated provider; provided that Client agrees to pay standard rates for the applicable types of transition Services being requested by Client, as in effect as of the date of such termination, as well as any documented, out-of-pocket costs incurred by Company in rendering such transition assistance.

(g) This Section 6 shall expressly survive the termination of the SOW.

7. Support, Point of Contact Requirements, and Cooperation

(a) Company will provide commercially reasonable quantities of telephone and/or online support, at Company's option, during normal business hours. Client understands and agrees that an additional SOW may be required for any support Services outside of Client's chosen support level in any active SOWs, and that such additional support may require Client to pay additional Fees.

(b) Client will supply a primary and a backup support contact, who must be a full-time employee of Client, knowledgeable and trained to make support calls, receive responses, and coordinate and facilitate the support services.

(c) Client shall reasonably cooperate with Company with regard to the performance of Company's obligations under each SOW, including (without limitation):

  1. Providing to Company such information, data, access to premises, remote access to Client's Systems, management decisions, approvals, and acceptances as may be commercially reasonable to permit Company to provide the Services.
  2. Acquiring for Company throughout the Term, at Client's expense, all rights and privileges (including, at a minimum, applicable application program and software licenses, maintenance and support privileges (including telephone support privileges) from the applicable licensor(s) or vendor(s) necessary for Company to use, on behalf of Client, any software or application programs or such other software on the System, workstations, or servers, as appropriate.
  3. Notifying Company as soon as practicable regarding any information technology ("IT") issues (including installation or deinstallation of equipment, hardware, or software) that require Company resolution or otherwise may impact the Services. Client understands and agrees that failure to notify Company promptly regarding IT issues and/or Client personnel attempting to install or deinstall items or fix an issue without Client guidance (i.e., "self-help") could worsen an IT problem and make it more difficult and time-consuming to fix, deinstall, or install hardware, software, or equipment.
  4. Authorizing Company, its Affiliates and their respective employees, contractors, agents, and representatives to access all devices, peripherals, computers, hardware, and software (whether, owned, leased, or otherwise controlled by Client) that are connected to the System, to the extent necessary or reasonably requested in order for Company to provide the Services. Client understands and agrees that devices not connected to the internet or otherwise accessible to Company may not receive updates, patches, and other Services until Client makes such devices available to Company.
  5. refraining from modifying or moving the System, installing software on the System, or materially changing access to or the behavior of the System without the Company's prior written consent for such activity.

8. Limited Liability and Warranty

(a) Except as otherwise expressly set forth in a SOW, the Services, including all hardware, software, and third-party Services are provided "as is" and "as available" without warranty or condition of any kind, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose, any warranties regarding non-infringement of third-party intellectual property rights, and all warranties arising from course of performance, course of dealing or usage in trade. Company does not warrant that the Services will meet any particular need or that the operation will be error free.

(b) In no event shall Company be liable to Client or any third-party for any indirect, incidental, special, consequential, exemplary or punitive damages, even if advised of the possibility thereof, including any damages whatsoever resulting from loss of use, data or profits, whether in an action based on contract or tort arising out of or in connection with the use or performance of Services. Client hereby waives any claims and releases Company from any claims arising out of Client's use of the Services or Company's provision of the Services to Client, including collection of any data.

(c) Although Company will take commercially reasonable steps to carry out the SOW consistent with commercially reasonable security measures, subject to the limitations existing in network and computer infrastructure, Company does not warrant or guarantee that communication over the Services or System will be secure from monitoring or tampering, not that information stored on any computer connected to the Services or System will be secure from monitoring or tampering. Because of this, any sensitive or confidential information (such as credit card numbers or other financial information, medical information, or trade secrets) sent by Client or Client's Users is at Client's sole risk and Company shall have no liability whatsoever for any claims, losses, action, damages, suits, or proceedings arising out of or otherwise relating such actions by Client or its Users.

(d) Under no circumstances will Company be responsible for any data lost, corrupted or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures, including, but not limited to, silent hardware corruption-related issues, or (iii) Company's failure to backup or secure data from portions of the System that were not expressly designated in the applicable SOW as requiring backup or recovery services, or for which backup or recovery services were not purchased. Unless expressly stated in a SOW, Company does not warrant or guarantee that any maintained storage device or functionality, data backup device, or functionality, or load balancing functionality will operate in a completely error-free manner.

9. Insurance

Company and Client will each maintain, at its own expense, reasonable insurance necessary to cover the Party, its assets/property, and employees and contractors. This insurance shall include, at a minimum, the following:

(a) general commercial liability insurance with a limit of no less than $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate;

(b) workers' compensation and unemployment insurance coverages as required by any state and federal laws to which such Party is subject; and

(c) cyber liability insurance with reasonable coverage and policy limits (as determined by the insured Party in consultation with its insurance broker based on such Party's specific industry and circumstances).

All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (3) calendar days written notice has been given to the other Party. Upon written request, each Party agrees to add the other Party as an additional insured on its insurance policies listed above and/or to provide the other Party with reasonable evidence of insurance coverage satisfying the requirements of this Section 9.

10. Indemnity

(a) Following any applicable Onboarding period, Company agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, Affiliates and representatives (collectively, the "Client Indemnitees") from any losses, arising from or in connection with the damage, loss (including theft) or destruction of any real property or tangible personal property of the Client or personal injury resulting from the actions or omissions of any employee or representative of the Company insofar as such damage (i) arises directly out of or is in the course of fulfilling Company's obligations under the SOW, and (ii) such damage is due to the gross negligence or willful misconduct of the company or its employee or representative. Company shall also indemnify Client against any claim that any data, materials, items or information supplied to Client under the SOW infringes any US patent, copyright, trademark or licensing within the jurisdictions where Company or Client is provided with such information.

(b) Client agrees to indemnify, defend and hold harmless Company and its Affiliates, officers, directors, employees, contractors, subcontracts, representatives and agents (collectively, the "Company Indemnitees") from any claims, losses, or expenses of any kind (including, but not limited to reasonable attorneys' fees) arising from Client's use, Client's Users' use, or a third-party's use or attempted use of the Services, including (without limitation) Client's use, Client's Users' use, or a third party's use of the Services in any manner prohibited under the SOW. Client shall also indemnify the Company Indemnitees against any claim that any data, materials, items or information supplied to Company under the SOW infringes any US patent, copyright, trademark or licensing within the jurisdictions where Company is provided with such information. Client's obligation to indemnify, defend and hold harmless the Company Indemnitees shall expressly survive termination of the SOW.

(c) The Above indemnities are contingent upon: (i) the indemnified Party providing prompt notice of any claim of infringement and assistance in the defense thereof, (ii) the indemnifying Party's sole right to control the defense or settlement of any such claim, provided that the settlement does not require a payment or admission of liability on the part of the other Party, and (iii) the indemnified Party no taking any actions or failing to take actions that hinder the defense or settlement process as reasonably directed by the indemnifying Party.

(d) Client agrees that the total aggregate liability limit of Company shall in no event exceed the total dollar amount which Client paid during the previous six (6) month period for the Service that gave rise to the claim.

(e) This Section 10 shall survive termination of the SOW.

11. Equipment

(a) Company may provide equipment, in support of the provision of Services ("Equipment"), and Company grants Client a non-exclusive, non-transferable, limited license to use the Equipment in accordance with the SOW. Client understands and agrees that Company-provided or owned Equipment must be serviced only by Company personnel or a third-party specifically selected and authorized by Company. In the event that Company determines that a third-party has serviced or otherwise modified the Equipment without Company's authorization, Company may, in its discretion, (i) charge Company's normal hourly rates for any Services needed for the Company to fix System issues stemming from such unauthorized services and/or modifications; (ii) remove the Equipment from the scope of Client's Systems coverage under the SOW, if applicable, as well as any warranties provided by the Company on such Equipment, if applicable; and/ or (iii) require that Client pay the full replacement costs for such Equipment.

(b) For Client-owned equipment, Company takes no responsibility of ownership, and makes no warranty with respect to the adequacy of such equipment for Client's needs but may offer support Services with respect to such Client-owned equipment as set forth in the SOW.

(c) Upon termination of the SOW for any reason, Client will provide Company with access, during normal business hours, to Client's premises or any other locations at which Equipment or software is located to enable Company to remove all Equipment, hardware, software, and similar items from the premises. If Client fails or refuses to grant Company access as described herein, or if any of the Equipment, software, hardware, or other items are missing, broken or damaged (normal wear and tear excepted), Company may invoice Client, and Client shall immediately pay the full replacement value or any and all missing or damaged Equipment, software, hardware, or other items.

12. Confidentiality

Each Party will keep the other Party's Confidential Information in strict confidence, except where disclosure may be required by applicable law. The Parties will not disclose or use such Confidential Information except in the performance of its obligations under a SOW. Each Party agrees to use the same degree of care that it maintains with regard to its own information of similar or like importance. Both Parties shall: (i) restrict disclosure of Confidential Information to employees and agents solely on a "need to know" basis; (ii) advise employees and agents of their confidentiality obligations; (iii) protect the confidential information of the disclosing Party in the manner the disclosing Party would protect such information; (iv) notify the other of any unauthorized possession or use of that Party's Confidential Information as soon as practicable after receiving notice of same; and (v) if either Party is legally compelled in any litigation, administrative, or similar proceeding to disclose the other Party's Confidential Information, such Party shall immediately notify the other Party and reasonably cooperate with the other Party to seek a protective order for such Confidential Information, at the other Party's expense. Notwithstanding the foregoing, neither party shall be obligated to preserve the confidentiality of any information which: (i) was previously known; (ii) a matter of public knowledge; (iii) was or is independently developed by the recipient; (iv) is released for disclosure with written consent; (v) is received from a third-party to whom the information was disclosed without restriction; or (vi) disclosed by the non-receiving Party to other persons without similar restriction. Company will not retain any data stored for Client after the Termination Date, unless required to retain it by law. The obligations of this Section 12 shall expressly survive termination of the SOW.

13. Mutual Non-Solicitation

Each Party agrees that during the Term and for twelve (12) months thereafter, such Party will not solicit, hire, or retain (including as a consultant) any current employee of the other Party (or any former employee of the other Party who has left employment within six (6) months prior to such hiring); provided that this Section 13 shall not prevent any Party from hiring or soliciting any current or former employee of the other Party who responds to a general solicitation that is a public solicitation of prospective employees and/or independent contractors and is not directed specifically to the employees of such other Party. Each Party acknowledges and agrees that in the event of a breach of this Section 13, any damages incurred by the non-breaching Party may be difficult to ascertain. Accordingly, in the event that any Party breaches this Section 13, such breaching Party agrees to pay the non-breaching Party a one-time cash payment equal to fifty thousand dollars ($50,000). The Parties agree that any such payment of liquidated damages made in connection with a breach of this Section 13 is not intended to be a penalty and is solely intended to compensate the non-breaching Party for damages resulting from such breach, which may otherwise be impossible to ascertain.

14. Intellectual Property Rights

The SOW is not a "work-for-hire" agreement. Company retains the sole and absolute right, title, copyright, trademark, trade secret and all other proprietary interests to all Services and any deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Services; provided that Company hereby provides a worldwide, non-exclusive license to Client to use the Services for its internal use as intended under the SOW.

15. System Recommendations

During the Term, Company may make recommendations from time to time regarding security Services and services for Client, in line with reasonable best IT and security practices, including Company's good faith assessment of risks associated with various solutions. However, responsibility to accept, reject, or change such solutions ultimately resides with Client, not Company. Client understands and agrees that no security solution is 100% faultless or perfect in all situations, that failure to implement Company recommendations could result in a less secure IT environment, and that implementation of the Services under SOW is not a guarantee that security incidents or breaches will not occur. Company may, in its discretion, request that Client sign a written document reflecting the recommendations that the Client has or has not elected to implement, and such document will serve as express evidence of solutions not implemented by Company.

16. Minimum System Requirements, Updates, and Patches

At all times, all software on the System must be genuine and licensed, and Client agrees to provide Company with proof of such licensing upon Company's request. If Company requires Client to implement certain minimum hardware or software requirements in a SOW, Client agrees to do so as an ongoing requirement of Company providing the Services to Client. If patches and other software-related maintenance updates ("Updates") are provided under a SOW, Company will install the Updates only if Company has determined, in its reasonable discretion, that the Updates will be compatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. Company will not be responsible for any downtime or losses arising from or related to the installation or use of any Updates; provided that the Updates shall be installed by Company in accordance with the manufacturer's or applicable vendor's instructions.

17. Internet

The Services require a reliable, secure internet connection as would be considered reasonable for the operation of Client's business and Client is solely responsible for procuring and maintaining telecommunications and internet services from a third-party provider. Client understands and agrees that Company is not responsible for any interruptions in service, downtime, speed issues, or other problems involving Company's internet connection.

18. Third-Party Services

Unless otherwise stated in a SOW, all hardware, software, peripherals or accessories purchased through Company (collectively, "Third-Party Services") are nonrefundable once the applicable purchase order is placed in Company's queue for delivery to Client. Client acknowledges that such Third-Party Services may require Client to accept an End User License Agreement or other third-party services agreement (as applicable, an "EULA") and that such EULA is a binding agreement between such third-party provider and Client. Company will use commercially reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commi9tments (if any) for the Third-Party Services to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Services, and Company will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third-Party Services.

19. Export Control Laws

Client acknowledges that the Services are subject to export controls under U.S. law, including (without limitation) the Export Administration Regulations (15 C.F.R. §§ 730-774) and agrees to comply with all applicable import and export laws and regulations. The obligations of this Section 19 shall expressly survive termination of the SOW.

20. Severability; Waivers

Should any clause, term or condition of a SOW be or become illegal or impossible to perform because of a law or ruling of any controlling governmental agency in the United States or the jurisdiction in which the Services are being provided, such clause, term or condition shall be viewed as separate from the remainder of the SOW, which shall be valid and binding The failure of either Party to enforce any of the provisions of the SOW or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provisions, but the same shall, nevertheless, be and remain in full force and effect.

21. Force Majeure

Neither Company nor Client shall be responsible for a failure to perform (other than payment of Fees) under the SOW due to causes beyond its control, including strikes, riots, terrorism, earthquakes, epidemics, pandemics, wars, theft, fires, floods, weather, acts of God, or strikes that make it impossible or commercially impractical to perform (each, a "Force Majeure Event"). In the event of such Force Majeure Event, performance (other than payment of Fees) will be excused for the duration of the Force Majeure Event. In the event that a Force Majeure Event exceeds ninety (90) days, either Party may, by written notice to the other Party, terminate the affected SOW.

22. Relationship of the Parties

The Parties' relationship, as established by the SOW, is solely that of independent contractors. The SOW does not create any partnership, joint venture or similar business relationship between the Parties. Neither is a legal representative of the other Party, and neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever.

23. Governing Law and Dispute Resolution

(a) The SOW shall be governed by the laws of the State of Nevada, without reference to its conflict of laws principles.

(b) The Parties agree that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of the SOW, shall be settled by binding arbitration to be held in Clark County, Nevada, and administered by a single arbitrator, to be mutually agreed by the Parties, in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, non-appealable and binding on the Parties, Judgement may be entered on the arbitrator's decision in any court having jurisdiction to enforce such judgment. The non-prevailing Party shall be responsible for the prevailing Party's attorney's fees, costs and expenses, as determined by the arbitrator. 

(c) Notwithstanding the forgoing, the federal and state courts located in (or if not in, nearest) Clark County, Nevada, shall retain limited jurisdiction over the following: (i) claims brought in small claims/conciliation court by either Party, provided that such claims and counterclaims meet the jurisdictional limits of such courts; and (2) for preliminary injunctive relief to maintain the status quo between the Parties during the duration of an arbitration, with such jurisdiction specifically limited to such injunction after which all other claims and disputes must be resolved in arbitration.

24. Notices

All notices under the SOW shall be delivered to the other Party identified in the SOW either personally, via certified mail, email, or overnight courier. If delivered personally, notice shall be deemed effective when delivered' and if delivered via certified mail or overnight courier, notice shall be deemed effective three days after mailing. If delivered via email, such notice is deemed effective on the time and date a return email confirming receipt is sent by Company or Client (as applicable), and both Parties agree to send return receipts within two (2) business days of receipt of an applicable email. Such notices shall be sent, as follows:

If to Client:
Such notice shall be delivered to the address/email address set forth in the applicable SOW, as they may be updated in writing by Client from time-to-time.

If to Company:
Intelligent Technical Solutions
1930 Village Center Circle #3-9074
Las Vegas, NV 89134

with a copy (which shall not constitute notice) to:
Holland & Hart LLP
9555 Hillwood Drive, 2nd Floor
Las Vegas, NV 89134
Attn: Gian Brown
Email: gabrown@hollandhart.com

25. Entire Agreement; Amendments

The SOWs between Company and Client, including these Terms and Conditions (as they may be updated from time-to-time by Company), constitute the entire agreement between the Parties relating to their subject matter and can only be modified by a writing signed by authorized officers of Company and Client.

26. Assignment

Client shall not assign, transfer, or delegate (including via merger, acquisition, reorganization, or change of control transaction) any interest, obligation, or right under the SOW without the prior written consent of Company. Company shall be permitted to freely assign or transfer any interest, obligation, or right under any SOW. Subject to the foregoing, the SOW shall be binding upon and inure to the benefit of the Parties and their successors or permitted assigns.             

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