Services Agreement
Our products and services are provided in accordance with the
EdgarAgents' General Terms and Conditions for Customers.
EDGARAGENTS SERVICES AGREEMENT
SERVICES
Subject to the terms and conditions set forth herein, EdgarAgents LLC (“EA”) agrees to provide EDGAR/XBRL, Typeset, Print services, and related managed services and solutions to the Customer including but not limited to (i) pre-mapping taxonomies to the company’s financial statements; (ii) unlimited rounds of consultations with our XBRL specialist for conformity and to help ensure an accurate SEC compliant submission; (iii) validation and preparation as an attachment to the EDGAR filing; (iv) EDGAR conversion and revision services on 24/7 basis; (v) Typeset conversion and revision services on 24/7 basis; (vi) Print services on 24/7 basis; and (viii) if specifically agreed by the parties, EDGAR Next designated account administrator services (“Designated Administrator Services”), collectively referred to as the “Professional Services”.
CUSTOMER DATA & OBLIGATIONS
Customer shall give Customer’s or Affiliates’ information or data (“Customer Data”) to EA in support of Customer filings with the Securities and Exchange Commission (“SEC”) and Customer shall be responsible for making or obtaining any legally required disclosures and consents necessary to provide Customer Data to EA. Customer Data remains the property of Customer, and EA shall have the right to use and possess the Customer Data solely for the purpose of providing the Professional Services to Customer. To the extent Customer Data is hosted by EA, Customer Data will be hosted and stored in a secure environment, and if and to the extent EA becomes aware that the environment is not secure, then EA shall take steps to secure the environment, mitigate any damages that may have resulted from such unsecure environment, and provide notice of the same to Customer and Customer shall have the right to immediately terminate it’s agreement and/or statement of work with EdgarAgents without penalty. EA will use commercially reasonable efforts to maintain technical, organizational and security measures and practices that are designed to protect the security and confidentiality of Customer Data. Customer shall provide such other information and assistance reasonably requested by EA in order for EA to perform the Professional Services. Customer is solely responsible for (i) the accuracy, legality and integrity of Customer Data prior to, during and after its use as part of the Professional Services, (ii) backing up Customer Data in the event Customer Data is corrupted, damaged or lost in connection with the Professional Services, (iii) compliance with all state and federal securities laws, including timely filings (other than delays caused by EA) with the SEC, and compliance with all applicable laws in respect of providing Customer Data to EA, and (iv) use of XBRL and XBRL Taxonomies, which are governed by the SEC, not EA.
FEES; TAXES
Unless otherwise noted and agreed to, Customer will pay EA the fees specified as invoiced. Customer shall pay EA’s invoices in U.S. dollars within fifteen (15) days of the receipt of a written invoice based on mutually agreed upon terms. Interest may be added to all past due invoices at the lower of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by law. Payment of such interest by you will not limit, in any way, our right to exercise any other remedies we may have as a consequence of the lateness of any payment. You will owe, and pay for, all of our expenses and costs (including reasonable attorney fees) incurred by us in our efforts to collect past due amounts owed by you under these terms of services.
Any dispute of payment of Fees by Customer shall be submitted to EA in writing, within ten (10) days of receipt of invoice, with reasonably sufficient detail outlining the dispute. If any portion of an invoice is disputed, then Customer shall pay the undisputed amounts as set forth in the preceding sentence and the parties shall use good faith efforts to reconcile the disputed amount within thirty (30) days of receipt.
All Fees are exclusive of all applicable taxes. If applicable law requires Customer to withhold amounts on payments owed to EA pursuant to the Terms of Service, Customer shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, and (ii) ensure that, after such deduction or withholding, EA receives and retains, free from liability for such deduction or withholding, a net amount equal to the fees EA would have received and retained in the absence of such required deduction or withholding.
INCONSISTENCIES IN SERVICES STANDARDS
EA warrants that Professional Services will be performed in a professional and timely manner by qualified personnel in accordance with generally accepted industry standards. Except in the case of gross negligence or intentional or willful misconduct by EA, Customer’s sole and exclusive remedy for short-fall in the quality of the Professional Services is for EA to use commercially reasonable efforts to promptly re-perform the portion of the Professional Services that were of insufficient quality at no charge to Customer (a “Quality Short-Fall”), or in the event EA concludes that re-performance will not cure the breach, EA shall provide an equitable refund to Customer (a “Quality Failure”). In the event of a Quality Failure, Customer must provide to EA a written notice and explanation of the Quality Failure within thirty (30) days of Customer’s knowledge of the Quality Failure; otherwise, no refund will be provided. The Professional Services warranty above shall not apply to acts, omissions or delays caused by Customer.
REPRESENTATIONS & WARRANTIES; DISCLAIMER
Except for explicit disclaims made and agreed to by both Parties, all other representations or warranties, whether express or implied, including without limitation warranties of title, non-infringement, merchantability, and fitness for a particular purpose, Except for gross negligence, bad faith or willful or intentional misconduct, neither Party shall be liable to the other for any loss of profits, loss of business, loss of use or data, interruption of business, or for indirect, special, incidental or consequential damages of any kind, even if the Party shall have been advised of the possibility of such damages, or for any claim against the other by any third party.
GENERAL REPRESENTATIONS
Each party represents and warrants that (i) it has full power and authority to enter into and perform its obligations under the respective terms of services between Parties; (ii) it will comply with all applicable laws; and (iii) it will use up-to-date, generally accepted virus detection devices and procedures to ensure that any electronic data transmitted will not contain a virus or other harmful component.
EA'S REPRESENTATIONS
EA represents and warrants that (i) the Professional Services will be rendered in a competent and professional manner; and (ii) it has obtained all necessary permissions, software licenses and authority.
CUSTOMER REPRESENTATIONS
Customer represents and warrants that (i) it has a legitimate business interest or has obtained all permissions and consent required by law necessary to transfer the Customer Data so that EA may lawfully use and process in accordance with the terms of services made between the Parties; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Professional Services, and EA has no duty to verify such instructions with Customer; and (iii) it will not use the Professional Services for any fraudulent or unlawful purposes, nor allow another party to do so.
DISCLAIMERS
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH AND AGREED TO, THE SERVICES AND CONTENT ARE PROVIDED AS-IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR MERCHANTABILITY. EA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OR OUTCOME THE CUSTOMER WILL OBTAIN AS A RESULT OF THE PROFESSIONAL SERVICES AND CONTENT. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER’S RESPONSIBILITY TO VALIDATE AND CONFIRM THE ACCURACY OF THE SERVICES AND CONTENT AND COMPLIANCE WITH ANY AND ALL LEGAL AND REGULATORY REQUIREMENTS.
TERM & TERMINATION
Unless terminated earlier pursuant to this Section, the term of your proposal and/or statement of work with EdgarAgents shall commence on the Effective Date set forth on the signature page for an initial term period of twelve (12) months. Thereafter, these terms of services will automatically renew for subsequent and consecutive twelve (12) month terms unless terminated by one of the Parties. Either Party may terminate these terms of services without cause at any time upon sixty (60) days’ written notice, except that neither the expiration nor earlier termination of these terms of services shall release either party from any obligation which has accrued as of the date of termination. A Party may terminate these terms of services with cause as follows: (a) if the other Party breaches a material obligation under these terms of services, and fails to cure such breach within thirty (30) days from the date it receives from the non- breaching Party a written notice of the breach and a demand for cure, or (b) immediately by written notice if the other Party suffers a breach of information security, files a petition in bankruptcy, makes a general assignment for the benefit of its creditors, has a receiver appointed or applied for it, or winds up or liquidates. Upon termination, (y) Customer shall pay any accrued but unpaid fees and expenses, and (z) EA shall return to Customer all preliminary Customer Data files and any other preliminary information that has not been made public by subsequent SEC filing of such Customer Data or information in final form. Sections 2-11 shall survive termination of these terms of services for any reason.
CONFIDENTIALITY
Each Party shall, during the term of these terms of services and for a three (3) year period following the date of termination or expiration of these terms of services, hold as being confidential and proprietary to the other Party all information that comes into the possession or knowledge of one about the other and, if in written form, that is designated in writing as confidential and proprietary, or in the case of an oral or visual disclosure, that is identified as confidential and proprietary at the time of the disclosure and confirmed in writing as such within thirty (30) days following the disclosure (“Confidential Information”); provided however, (i) property shall be deemed Confidential Information whether marked as confidential or not if a reasonable person would consider such property to be of a confidential nature, (ii) property consisting of software and related documentation shall be held confidential indefinitely until the disclosing party intentionally makes the same public, (iii) all documents related to Customer Data shall be deemed Confidential Information whether marked as confidential or not. Confidential Information may be disclosed to others with the prior written consent of the Party that has disclosed the Confidential Information to the other Party, provided that third party receiving such Confidential Information shall be subject to confidentiality obligations consistent with those found herein, and the Party disclosing such Confidential Information to other third parties shall remain responsible for any breach of these terms of services by such third parties. Each Party agrees not to make use thereof other than for the performance of these terms of services. Confidential Information shall not include information that (i) is already known to the recipient at the time of the disclosure and has not previously been designated as being confidential; (ii) is or becomes generally available to the public without breach of this Section; (iii) is obtained from a third party not under an obligation of confidentiality to the Party so designating such information as being confidential, and without breach of this Section; and (iv) is developed independently by the receiving party without reference to the Confidential Information and without breach of the obligations set forth in this Section.
Upon termination of these terms of services, all copies of any Confidential Information of the Disclosing Party in the possession of the Receiving Party shall be destroyed or returned to the Disclosing Party. Notwithstanding the provisions of this section, the Receiving Party is obligated to immediately erase Confidential Information contained in an archived computer system backup made in accordance with such Receiving Party’s security or disaster recovery procedures, provided that such archived copy will remain fully subject to these obligations of confidentiality until such destruction or erasure.
If the Receiving Party is compelled by court order, subpoena, or other requirement of law to disclose Confidential Information of the Disclosing Party as determined by the Receiving Party’s legal counsel, the Receiving Party will provide the Disclosing Party with prompt notice (unless such notice is prohibited by applicable law as determined by the Receiving Party’s legal counsel) so that the Disclosing Party may, at its option and expense, seek a protective order or other remedy. The obligations in this Section will survive for three (3) years from the date of disclosure.
INDEMNIFICATION
Customer shall, at its own cost, indemnify, defend, and hold harmless EA and its employees, agents, officers, and directors from and against any and all claims, damages, fines, costs, or other related harm caused or allegedly caused, in whole or in part, by Customer’s public disclosures and SEC filings.
LIMITATIONS OF LIABILITY
EXCEPT WITH RESPECT TO EACH PARTY’S OBLIGATIONS NOT TO MISAPPROPRIATE OR INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES ARISING OUT OF THE ACTIVITIES GOVERNED BY THESE TERMS OF SERVICES EVEN IF SUCH PARTY FORESEES OR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES ARISING; AND (II) IN NO EVENT SHALL EA BE LIABLE UNDER THESE TERMS OF SERVICES FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM THE ACTIVITIES GOVERNED BY THESE TERMS OF SERVICES IN AN AMOUNT EXCEEDING THE AMOUNTS PAID BY CUSTOMER TO EA UNDER THE APPLICABLE SOW IN THE PRECEDING TWELVE (12) MONTHS.
Customer’s receipt and use of the Designated Administrator Services are at Customer’s sole risk. Customer understands and agrees that the Designated Administrator Services are provided to Customer on an “AS IS” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, EA, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “EA Entities”) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGNATED ADMINISTRATOR SERVICES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY. The EA Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the accuracy, availability, or security of the Designated Administrator Services, and (b) any harm to Customer or Customer’s property as a result of using the Designated Administrator Services. No advice or information, whether oral or written, obtained from the EA Entities or through the Delegated Administrator Services will create any warranty or representation not expressly made herein.
Customer agrees that it shall defend, indemnify and hold the EA Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred by the EA Entities arising out of or in connection with EA’s provision of the Designated Administrator Services.
GENERAL
Notices. Any notice, request or other communication under these terms of services will be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed electronic mail; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a confirmation of receipt is available. Each Party’s contact information for receipt of notices is provided in the signatures section of the agreement.
ASSIGNMENT
Neither Party may assign these terms of services or any right or benefit under these terms of services without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided either Party may assign terms of services in connection with the sale of substantially all of the assets or equity of such Party, merger or other change of control transaction without the other Party’s consent, so long as (a) the successor remains bound by terms of services and (b) in the case of Customer, the acquirer or successor is not a direct or indirect competitor to EA. These terms of services will be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
FORCE MAJEURE
Notwithstanding anything to the contrary contained herein, neither Party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, pandemics, viruses, loss of data due to technological failure, civil unrest, government actions or other causes beyond its reasonable control. Customer shall be responsible for payments in connection with all preparatory work completed in furtherance of the Content or other milestones in the event a Force Majeure event disrupts or halts EA’s work under terms of services.
RECORD RETENTION; NO ACCOUNTING OR LEGAL SERVICES
All records relevant to the Customer and the activities governed by terms of services shall be retained by EA for a maximum period of three (3) years (“Retention Period”). Customer acknowledges and agrees that the Professional Services are principally content and information management services and that none of the Professional Services constitute or are intended to constitute the rendering of professional accounting or legal advice services. Communications from EA should not be construed as legal, accounting or make any financial or legal decisions. EA is not registered with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) or any state securities regulatory authority.
GOVERNING LAW; ARBITRATION
These terms of service shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, affect and in all other respects by the internal laws of the State of New York. The parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of these terms of services, the termination or validity hereof, any alleged breach of these terms of services or the engagement contemplated hereby (any of the foregoing, a “Claim”) shall be submitted to JAMS, or its successor, in New York, for final and binding arbitration in front of a panel of three arbitrators with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures (with each of EA and the Customer choosing one arbitrator, and the chosen arbitrators choosing the third arbitrator). The arbitrators shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail. The award in the arbitration shall be final and binding. The parties agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State and County of New York in connection with any action brought to enforce an award in arbitration.
MISCELLANEOUS
If any provision in these terms and services should be held illegal or unenforceable by a court of law having jurisdiction, such provision shall be modified as necessary to render it enforceable without losing its intent or severed from these terms of services. Any waiver by either Party must be in writing to be effective. EA shall have the right to use Customer’s name in EA files for SEC submissions that identify EA’s customers, and may also reference Customer’s name in select, tasteful marketing materials (such as customer lists, case studies, or digital media testimonials), provided such use does not disclose confidential information. Except as otherwise permitted herein, or as required by law, neither Party will make any public statements regarding the existence of the agreement and/or statement of work with EdgarAgents or the relationship described therein, without the prior written consent of the other Party. These terms of services constitute the entire terms of services between the Parties and supersedes all prior and contemporaneous terms of services and communications, whether oral or written, between the Parties relating to the subject matter hereof, and all past courses of dealing or industry custom. These terms of services may be amended only by a writing signed by the duly authorized representatives of both Parties. In the event of a conflict between the terms and conditions in the body of these terms of services and any Exhibit, the terms and conditions in your proposal and/or statement of work with EdgarAgents shall prevail. These terms of services may be executed in counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute these terms of services. Facsimile and electronic signatures shall be deemed original signatures.
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