Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS YOUR FREE TRIAL OF THE SYSTEM.
IF YOU LICENSE THE SYSTEM AFTER THE TRIAL PERIOD, THIS AGREEMENT WILL ALSO GOVERN YOUR LICENSE AND ONGOING USE OF THE SYSTEM.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SYSTEM. ACCESS TO THE SYSTEM DURING THE TRIAL PERIOD IS AT THE SOLE DISCRETION OF TWO STEP AND MAY BE TERMINATED AT ANY TIME WITHOUT ADVANCE NOTICE.
You may not access the System if you are (or the company you represent is) a direct competitor of Two Step, except with prior written consent. In addition, you may not access the System for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on January 31, 2011. It is effective between you, individually or with respect to the company you represent, and Two Step as of the date of your accepting this Agreement.
1. DEFINED TERMS
(a) “Customer” shall mean you or the entity you represent or, once an Order Form has been executed, the person or entity identified in the Order Form.
(b) “Customer Data” shall mean any data that Customer transmits to or stores in the System.
(c) “Effective Date” shall mean the first date you accept the terms of the MSA whether by clicking a box or signing an order form.
(d) “Full Access User” shall mean a licensed user who is assigned add, edit, update, and view privileges.
(e) “Hosting Facility” shall mean the place where Two Step hosts the System.
(f) “Initial Term” shall mean the twelve (12) month period starting on the later of (i) the end of the Trial Period, or (ii) the System Access Date if an Order Form was signed subsequent to the end of the Trial Period.
(g) “Licensed Programs” shall mean the software application(s) listed on an Order Form and all updates, enhancements and any accompanying documentation made available by Two Step to Customer. During the Trial Period, it shall mean Corporate Focus and any other modules or components that Two Step makes available to Customer.
(h) “Maximum Data Storage Space” shall mean the maximum amount of disk storage space allotted to Customer, as set forth on an Order Form. If not specified, it shall be set by default at five (5) GB.
(i) “Maximum Number of Companies” shall mean the maximum number of entities that Customer is permitted to track in the System, as set forth on an Order Form. If not specified otherwise, it shall be set by default at ten (10).
(j) “Maximum Number of Stakeholders” shall mean the maximum number of unique individuals or entities that are permitted to hold Outstanding Ownership Records, as set forth on an Order Form. If Customer’s Maximum Number of Companies is greater than one, then the Maximum Number of Stakeholders shall be based on the total number of such unique individuals or entities across all entities tracked in the System. If not specified otherwise, it shall be set by default at one hundred (100).
(k) “Maximum Number of Users” shall mean the maximum number of named users that are licensed to use the System, as set forth on an Order Form. If not specified otherwise, it shall be set by default at ten (10).
(l) “MSA” or “Agreement” shall mean this Master Subscription Agreement , as amended, and incorporates any order forms, schedules, addenda or amendments that are executed by the parties.
(m) “Order Form” means the ordering documents for licensing the System, including exhibits or addenda thereto, that are entered into between the parties from time to time. Order Forms shall be deemed incorporated herein by reference.
(n) “Outstanding Ownership Records” shall mean outstanding ownership records of any type that Customer is tracking in the Ownership Ledger screen of the System, excluding any ownership records that are not outstanding, have no portion outstanding, or are completely cancelled.
(o) “Read Only User” shall mean a licensed user who is assigned view only privileges.
(p) “Renewal Term” shall mean a twelve (12) month period starting at the end of the Initial Term or any Renewal Term.
(q) “System” shall mean collectively the Licensed Programs and the related network, servers, hardware and other software programs and infrastructure.
(r) “System Access Date” shall mean the date that Two Step notifies Customer by email that the System is set up and available for use by Customer and provides the initial set of user names and passwords.
(s) “Term” shall mean collectively the Trial Period, the Initial Term and each Renewal Term, if any.
(t) “Termination Date” shall mean the date that Customer’s access to the System terminates at the end of the Term (or in the event of an early termination).
(u) “Trial Period” shall mean a one (1) month period starting on the System Access Date, unless specified otherwise in writing or on the Order Form. Additional terms and conditions may appear on the trial registration page or on the trial confirmation page or email. Any such additional terms and conditions, if any, are incorporated into this Agreement by reference and are legally binding during the Trial Period.
(v) “Two Step” shall mean Two Step Software, Inc., a Massachusetts corporation.
2. HOSTED SOFTWARE APPLICATION. Customer acknowledges that the System is installed on a set of servers that are located at the Hosting Facility. Access to the System will be provided based on user names and passwords.
3. LICENSED USE.
(a) During the Term, Two Step grants Customer and Customer accepts a non-exclusive license to use the System. Customer is licensed to access the System by a specific number of named users. Each licensed user shall be designated as a Full Access User or Read Only User.
(b) Customer may access the System from any computer with an internet browser. Use of the System is limited to the Maximum Number of Companies, Maximum Number of Users, Maximum Number of Stakeholders, and Maximum Data Storage Space.
(c) Multiple-user licenses are for a specific number of named users and are not concurrent user licenses. A user license may not be shared by different users, although it may be transferred on a permanent basis if a named user is no longer going to access the System. A user shall not impersonate another named user or provide false identity information to gain access to or use the System.
(d) Client Use – If Customer is a law firm, accounting firm or other service provider, any licensed users that are not employed or retained by Customer on a full-time or part-time basis (whether as an employee, consultant, partner or counsel) shall only be licensed as Read Only Users.
4. RESALE AND DISCLOSURE. Customer agrees that Two Step has expended great expense in creating the System and has a proprietary interest therein. Customer represents that it is not a direct competitor of Two Step (or licensing indirectly on behalf of a direct competitor) and will not sublicense, distribute or use the System for any other purpose than that described herein and will hold in confidence the design, structure and specifications and associated documentation of the System. Customer will not access the System for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. Customer further acknowledges and agrees that in the event of a breach or threatened breach by Customer of any of the provisions of this paragraph, Two Step may have no adequate remedy at law and accordingly may be entitled to seek injunctive relief, in addition to any other legal or equitable remedies that may be legally available in the event of any such breach.
5. PROTECTION AND SECURITY.
(a) All property rights in the System and any accompanying materials provided to Customer by Two Step are owned by Two Step (or its respective suppliers or superior licensors) and are protected by U.S. copyright laws. Customer may make copies of the written materials accompanying the System up to a number equal to the number of licensed users. Notwithstanding the foregoing, Customer retains all right, title and ownership in any Customer Data.
(b) Without Two Step’s prior written consent, Customer shall not in any manner or form transfer, disclose, provide or otherwise make available, in whole or in part, the System, the related documentation, or any related material, to persons other than Customer’s employees, contractors, consultants, and clients (if Customer is a law firm, accounting firm or other service provider), but only for purposes specifically related to Customer’s use of the System and only as long as such persons are advised of the license to use the System. Customer agrees not to attempt to create, or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the source programs from the object programs made available. Customer shall take appropriate action whether by instruction, agreement or otherwise and whether with its employees or others, to satisfy its obligations under this Agreement with respect to the use, copying, protection and security of the System, documentation and all materials related thereto.
6. LIMITED PRODUCT WARRANTY.
(a) During the Term, Two Step warrants that the System will perform in substantial accordance with the functions and specifications described in its online documentation. Two Step does not warrant that use of the System will be error free.
EXCEPT AS SET FORTH HEREIN, TWO STEP DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
DURING THE TRIAL PERIOD, THE SYSTEM IS OFFERED “AS-IS” WITHOUT ANY OF THE WARRANTIES SET FORTH IN THE MSA.
(b) In all cases involving failure of the System to meet this limited warranty, Two Step’s entire liability and Customer’s exclusive remedy shall be, at Two Step’s option, either (i) repair or replacement of the System, or (ii) return of the amounts paid by Customer hereunder during the most recent twelve (12) month period. The limited warranty set forth in this Section 6 shall be void if (A) the System or any portion thereof is not used in accordance with its documentation, (B) the System or any portion thereof has been altered, modified or converted by Customer without the prior written approval of Two Step, or (C) malfunctioning of Customer’s equipment results in the System or any portion thereof becoming inoperative.
7. SUPPORT SERVICES. During the Term, Customer shall be provided with the following support services:
(a) Telephone Support: The designated number of full-access users and internal technical support personnel shall have the opportunity to call or email Two Step support to have questions answered about the operation and use of the System. Two Step will use commercially reasonable efforts to provide answers to Customer’s questions during established support department operating hours.
(b) Updates: During the Term, Two Step will update the System with updates, upgrades, bug fixes and work-arounds as they become available.
(c) Additional Services: Customer shall have the opportunity to contract with Two Step to purchase additional services, including consulting services and additional training at Two Step’s then prevailing rates.
(d) Customer Changes: Should Customer modify or change the design of the System without Two Step’s prior written consent, Two Step shall no longer be obligated to provide the support services described herein.
8. LIMITED WARRANTY FOR SUPPORT SERVICES. Two Step’s sole and exclusive warranty with respect to the services to be provided hereunder is that such services shall be performed by properly trained employees and that such services shall not violate any applicable law, rule or regulation or to the best of its knowledge any rights of any third parties.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUPPORT SERVICES TO BE PROVIDED HEREUNDER.
9. SERVICE LEVEL REQUIREMENTS.
(a) Two Step will provide access to the System 24 hours per day, 365 days per year, excluding scheduled or emergency maintenance and unexpected Downtime.
(b) Except for emergency maintenance, scheduled maintenance will be performed Monday through Friday after 8:00 PM Eastern Time and before 9:00 AM Eastern Time or on Saturday or Sunday. Customer will be notified in advance with respect to scheduled maintenance.
(c) Downtime shall be defined to exist when the System is not available to Customer based on a hardware or software failure, the network is unable to transmit and receive data, or a server is shut down due to power or heat problems. Downtime shall not include (i) scheduled or emergency maintenance, (ii) when the System is unavailable due to a violation of the Acceptable Use Policy or investigation thereof, (iii) when the System is unavailable due to an actual or suspected denial of service attack or any other event for which Two Step reasonably believes that the suspension of Customer’s use of the System is necessary to protect its network or its other customers, or (iv) a suspension in accordance with Section 12. Downtime shall exist from the time that Two Step records a trouble ticket in its support system based on a written notification from Customer or written notification to Customer.
(d) In the event that Downtime exceeds 2 consecutive hours, 4 total hours in any week, or 10 total hours in any month, Customer may request a Service Credit based on a pro rata amount equal to one (1) day for each period of four (4) full hours that Downtime exceeds such levels up to a maximum Service Credit of fifteen (15) days for any single month in which Downtime exceeds such levels. Service Credit shall mean the number of days added at no charge to the end of the current Term. In order to receive a Service Credit, Customer must notify Two Step via email to: contracts@twostep.com or by postal mail within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.
10. ACCEPTABLE USE POLICY. Customer acknowledges that it is responsible for violations of this section by it or anyone using the System based on the System being made available to Customer. Use of the System is subject to the following limitations and restrictions:
(a) Customer may use the System only for its intended use which shall be limited to tracking entity, ownership, minute book, legal, financial, and other business information of Customer and its related subsidiaries and affiliates, provided that if Customer is a law firm, accounting firm or other service provider it shall also be permitted to track such information for its clients.
(b) Customer may not use the System to engage in any illegal, abusive, or irresponsible behavior.
(c) Customer shall take reasonable security precautions in light of its use of the System. Customer must protect the confidentiality of its passwords and change such passwords periodically.
(d) Customer may not use the System for any bulk or commercial email purposes or for any purposes related to newsgroups, chat forums, or the like.
(e) Customer may not use the System to download, publish, distribute or otherwise copy in any manner any content, music, software, or other work in violation of any copyright, trademark or similar laws.
Two Step may, in its reasonable judgment consistent with industry standards, amend the acceptable use provisions of this Section 10 from time to time to describe in further detail new or other reasonable restrictions on Customer’s use of the System. In such event, Two Step shall provide Customer with advance written notice of any such changes to Two Step’s Acceptable Use Policy. In the event Customer determines it cannot reasonably comply with any such amendment to the Acceptable Use Policy, Customer shall have the right by written notice to Two Step to terminate the license granted hereunder and be entitled to receive a pro rata refund of any pre-paid and unused portion of the license fee.
11. CUSTOMER OBLIGATIONS. Customer agrees to do all of the following at its expense:
(a) Use reasonable security precautions in connection with its use of the System and require its internal and external users to use reasonable security precautions.
(b) Comply with laws applicable to Customer’s use of the System and with Two Step’s Acceptable Use Policy and require its internal and external users to comply with applicable law and Two Step’s Acceptable Use Policy.
(c) Report to Two Step any suspected use by Customer that may be in violation of the MSA .
(d) Cooperate with Two Step’s reasonable investigation of any suspected violation of the MSA by Customer.
12. SUSPENSION OF SERVICE. Customer agrees that Two Step may suspend Customer’s access to the System:
(a) If it reasonably believes that the System is being used by Customer in violation of the MSA.
(b) If Customer fails to cooperate with any reasonable investigation by Two Step of any suspected violation of the MSA by Customer.
(c) If there is a denial of service attack on Two Step’s servers or any other event for which Two Step reasonably believes that the suspension of Customer’s use of the System is necessary to protect its network or its other customers.
(d) If reasonably requested by a law enforcement agency or other government agency.
(e) For non-payment, in accordance with Section 14(c).
Information stored on the System will be unavailable during any suspension of use of the System. In the event a suspension of service is based on subsection (a) or (b) above and the basis for the suspension is not resolved within ten (10) business days following written notice to Customer, Two Step may terminate Customer’s license to use the System.
13. LIMITED WARRANTY FOR SYSTEM ACCESS. Two Step’s sole and exclusive warranties with respect to providing access to the System to Customer and any services related thereto are that (a) appropriate administrative, physical and technical safeguards are provided for the protection and confidentiality of Customer Data, (b) providing access to the System and any such services shall not violate any applicable law, rule or regulation or to the best of its knowledge any rights of any third parties, and (c) that any such services shall be performed by properly trained employees.
TWO STEP DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THE MSA.
14. TERM AND TERMINATION.
(a) If you signed up for a free trial license, access to the System will terminate at the end of the Trial Period, if you have not executed an Order Form prior to the end of the Trial Period. Upon execution of an Order Form, Customer shall be granted a license to use the System for the Initial Term, unless specified otherwise. Thereafter, the term of the license shall be extended for a Renewal Term at the end of the Initial Term or at the end of any Renewal Term, if Two Step receives the license fee payment due for the subsequent annual period prior to the end of the then current Term (provided that for a Customer paying monthly, the annual term shall renew upon receipt of the first monthly payment for the Renewal Term).
(b) The license fee during any Renewal Term shall be the same as that during the previous period, unless Two Step has provided Customer with written notice of a pricing increase at least thirty (30) days before the end of the current Term, in which case the pricing increase shall be effective for the Renewal Term and thereafter.
(c) Customer acknowledges that the amount of the license fee due under this Agreement is based on Customer’s agreement to pay the full license fee charged for the Term without regard to the term of actual use. In the event that Customer is overdue on the payment of any amount due under the MSA, access to use the System may be temporarily suspended prior to the end of the Initial Term or any Renewal Term, without liability, upon ten (10) business days advance written notice to Customer. Following a suspension for non-payment hereunder, if such overdue amounts are not paid within ten (10) business days following any such suspension, the license to use the System may be terminated by Two Step and all amounts due under the MSA for the remaining portion of the Initial Term or any Renewal Term shall become due and payable in full thirty (30) days following such termination. Two Step will not exercise its rights under this Section 14(c) if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
(d) In the event the license is not renewed at the end of any Initial Term or any Renewal Term, the license to use the System shall terminate at the end of the current Term. In the event the license terminates or is temporarily suspended, Two Step will terminate Customer’s access to the System and Customer shall stop using the System. Following the resolution of any issue giving rise to a temporary suspension, Two Step will promptly reinstate Customer’s access to the System at no charge.
(e) Within thirty (30) days of the Termination Date, Customer may request a copy of its data file by written notice to: support@twostep.com. Upon receipt of a request, Two Step will provide Customer with a copy of its data file for download or on digital media (in a SQL Server data backup file format) within fifteen (15) days of Two Step’s receipt of such written request. There will be no additional charge for this service (not applicable to a Trial Period). Ninety (90) days following the Termination Date, unless otherwise agreed in writing, Two Step will delete and destroy Customer’s data file.
(f) Unless Customer signs an Order Form to license the System prior to the end of the Trial Period or unless otherwise agreed in writing, any data entered in the System will be permanently lost and deleted at the end of the Trial Period.
15. LIMITATION OF LIABILITY.
(a) In no event shall either party have any liability to the other party (or its suppliers or superior licensors) for any lost profits or revenues or for any indirect, special, incidental, consequential or punitive damages however caused, whether in contract, tort or under any other theory of liability, even if such party has been advised of the possibility of such damages.
(b) Except with respect to any obligations arising under Section 15(c) below, in no event shall either party’s maximum aggregate liability to the other party arising out of or related to this Agreement, if any, exceed the amounts paid by Customer hereunder during the most recent twelve (12) month period preceding such incident, without regard to whether a claim is based in contract or tort, including negligence. The foregoing limitation shall not apply to Customer’s obligation to pay the license fees hereunder. No action or proceeding under this Agreement, regardless of form, may be commenced by either party more than one (1) year after the cause of action arises.
(c) Two Step shall defend, indemnify and hold harmless Customer from all claims, damages, costs and fees resulting from a claim by a third party that the System or Customer’s use of the System violates any U.S. patent, copyright, trademark or trade secret. In such event, Customer shall permit Two Step to control the defense or settlement of any such claim. If it is finally determined that any such violation exists, Two Step shall at its election, either (i) procure for Customer the right to use the infringing item, (ii) replace the infringing item with a substantially equivalent but non-infringing item, (iii) modify the infringing item so that it becomes non-infringing while still providing substantially equivalent functionality, or (iv) refund to Customer the amounts paid by Customer hereunder during the most recent twelve (12) month period preceding such claim.
16. INTELLECTUAL PROPERTY RIGHTS. Any changes, additions and enhancements in the form of new or partial programs, documentation or other materials as may be provided under this Agreement shall be and remain the property of Two Step. All applicable rights to patents, copyrights, trademarks and trade secrets shall remain in Two Step. Customer shall not sell, transfer, publish, display, disclose or otherwise make them available to others.
17. CONFIDENTIALITY. Each party agrees it will not disclose the other party’s Confidential Information to any third party, other than to its own service providers, contractors, agents and representatives who have a need to know any such information; and provided that any such service providers, contractors, agents and representatives are bound by similar confidentiality restrictions at least as stringent as those stated herein. Confidential Information shall mean information that is not in the public domain that is furnished to the other party or of which such party becomes aware as a result of the use of the System or the MSA, specifically including any Customer Data. Each party shall have no such confidentiality obligation with respect to any information or data of the other party that: (a) was previously known to the receiving party; (b) is received from a third party without similar restriction; (c) is or becomes publicly available by other than unauthorized disclosure hereunder; (d) is independently developed by the receiving party; (e) is approved for release by written authorization of the disclosing party; or (f) is required to be disclosed by law, regulation or court order. If a party receives a subpoena or other order requiring it to disclose the other party’s Confidential Information, it shall provide to the disclosing party prompt notice thereof to permit the disclosing party to seek injunctive or other equitable relief to quash any such subpoena or dismiss any such order. In any event, the party receiving any such subpoena or order shall disclose only that portion of the Confidential Information required to be disclosed pursuant to such subpoena or order.
18. USE OF NAME. Two Step shall be permitted to use Customer’s name or trade name in Two Step’s customer list, provided such list contains at least five (5) customer names in alphabetical sequence and that Customer is not highlighted more prominently than any other name on the list.
19. ASSIGNMENT & TRANSFER. This license to use the System is granted to Customer based upon its particular needs and intended usage. Customer may not assign or transfer the license granted by the MSA, except to a third party which is a successor in interest to Customer by merger or acquires all or substantially all of the assets of Customer.
20. PAYMENT.
(a) Customer agrees to pay the license fee in advance (annually or monthly). For annual payments, the license fee for the Initial Term or any Renewal Term shall be due and payable Net 30 days from date of invoice, but for any Renewal Term prior to the end of the current Term. For monthly payments, a pro rata portion of the license fee will be charged to Customer’s credit card each month, in advance. The first monthly payment will be made prior to or within five (5) business days of the System Access Date. Thereafter, subject to termination, Customer’s credit card will be automatically charged in advance up to thirty (30) days prior to the start of each month of the Term. Following acceptance of the MSA by clicking a box or signing an Order Form, Two Step will provide Customer with access to the System.
(b) For a Customer paying by credit card, monthly or annual charges will automatically continue at the end of the Initial Term or at the end of any Renewal Term, unless Two Step receives a written termination notice from Customer (email to: contracts@twostep.com) at least fifteen (15) days prior to the end of the Initial Term or any Renewal Term.
(c) Customer shall be responsible for any federal, state or local taxes imposed upon the provision of any software or services hereunder (except for taxes on Two Step’s income).
(d) Past due amounts are subject to an additional charge of the lesser of 1 ½% per month or the maximum amount allowable by law, of the outstanding and overdue balance, plus the reasonable and direct costs of collection (including reasonable attorney’s fees) incurred by Two Step in collection of these amounts.
21. COMPLIANCE WITH EXPORT LAWS. Each party hereto shall comply with the export laws of the United States and other applicable jurisdictions in providing and using the System. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) Customer shall not permit any users to access or use the System in violation of any U.S. export embargo, prohibition or restriction.
22. GOVERNING LAW. The MSA shall be governed in accordance with the laws of the Commonwealth of Massachusetts, exclusive of its rules governing choice of law and conflict of laws, and applicable United States federal law. The state and federal courts located in the City of Boston, Massachusetts will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to the MSA or its subject matter. Each party hereby waives any right to jury trial in connection with any action or litigation arising out of or related to the MSA.
23. ENTIRE AGREEMENT. The MSA shall be binding upon Two Step and Customer, and their permitted successors and assigns, as the case may be. The person accepting the MSA represents that he or she has the authority to bind Customer and its affiliates to the terms and conditions of the MSA. The MSA contains the entire agreement of the parties hereto and shall not be modified or amended except in writing. In the event of a contradiction between the terms and conditions of the MSA and any Customer purchase order or other document, the terms and conditions of the MSA shall control. If any provision of the MSA is held by a court of competent jurisdiction to be contrary to law or unenforceable, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision and the remaining provisions of the MSA shall remain in effect.
Terms and Conditions: Version 01311101
