Master Services Agreement

NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Recitals:

WHEREAS, CLIENT wishes to retain COMPANY for the purpose of providing certain services including, but not limited to, any of the services described in the Attachments thereto; WHEREAS, the details and scope of the services to be provided by COMPANY to CLIENT and the costs associated with such services may be further defined in the Attachments thereto; and

WHEREAS, COMPANY desires to provide the services to CLIENT in accordance with the terms and conditions of this Agreement as well as the terms and conditions contained in the Attachments thereto.

These terms (the “Terms”) govern your use of the Web site at www.rescutechs.net (“Site” or “Website”) and any technology support services provided either by telephone, computer or cellular device (via App)(the Site and the support services are collectively referred to as the “Services”) provided by RescuTechs, its subsidiaries, affiliates and contractors (“RescuTechs”, “We”, “Our”, or “Us”). By accessing, ordering or using the Services via telephone, online via the Site, or through an App, you (“You” or “Your” means you or, for services designed for businesses, the legal entity that you are authorized to represent and on whose behalf the Services are purchased) and other users of the Services (collectively, “Users”) agree to these Terms and Our Privacy Policy available at www.rescutechs.net/privacy-policy.html. If, at Your request, We agree to send Our employees or representatives to Your residence, place of business, or other location designated by You and agreed to by Us in order to provide You with technology support services, then these Terms shall govern such provision of services as well. If You do not agree to these Terms, You may not access or use the Services or permit others to do so on Your behalf.

NOW, THEREFORE, the parties mutually agree as follows:

  1. Services

Subject to the terms and conditions of this Agreement and any Attachments, COMPANY agrees to provide, and CLIENT agrees to pay for, services to CLIENT including, but not limited to, the services set forth in the Attachments, which may be amended in writing from time to time or supplemented with subsequent estimates for services to be rendered by COMPANY and agreed to by the CLIENT. The parties may add services from time to time by signing additional Attachments. Any and all Attachments shall become part of this Agreement when signed.

COMPANY has sole discretion to determine whether a service falls outside the scope of the services described in any Attachment(s) (“Out of Scope Services”). Out of Scope Services include, but are not limited to, (i) any work not listed in the Attachment(s), (ii) any work listed in the Attachments and performed outside of the designated time frame, (iii) any work listed in the Attachments(s) and identified as Out of Scope. Out of Scope Services will be billed to CLIENT pursuant to the COMPANY’S then current payment schedule, except for Out of Scope Services that are also Emergency Services performed during After Business Hours, which will be billed at one and one-half times their normal billing rate. COMPANY will use its best efforts to provide written notice to CLIENT prior to its performance of Out of Scope Services. When written notice is provided, CLIENT shall pay for Out of Scope Services. In the event COMPANY determines an Emergency Situation(s) warrants Out of Scope Services and COMPANY is not able to provide written notice to CLIENT, CLIENT agrees to pay for such Out of Scope Services despite the lack of written notice.

You may initiate the Services via telephone, via the Site, or other means made available by RescuTechs. RescuTechs will use commercially reasonable efforts to answer Your technology question and resolve Your technology problem for a fee as set forth in the Site or as quoted on the telephone, as applicable. RescuTechs may provide certain portions of the Services via remote control session, online chat or e-mail. We may set forth limits to the technology We support. Certain Services may have minimum system requirements.

RescuTechs Services may include Services that are available on a one-time basis, for a fee (“Individual Services”); as well as subscription Services, which are an entitlement to more than one Service over a period of time, for a recurring fee (“Subscription Services” or “Subscription”). Individual Services and Subscriptions are included in the general definition of Services under these Terms.

You acknowledge that by Your use of the Services You are authorizing RescuTechs to access and control Your computer or device (collectively “Device”) for the purposes of diagnosis, service and repair.

In connection with delivering the Services, RescuTechs may download and use software, gather system data, take remote control of Your Device and access or modify Your Device settings. By accepting these Terms, You hereby grant RescuTechs the right to connect to Your Device, download and use software on Your Device to gather system data, repair Your Device, take remote control of Your Device and change the settings on Your Device while performing the Services. Other than as set forth in the warranty section below, You agree that RescuTechs has no responsibility or liability under any circumstance at any time for any loss or harm that may arise from or may be related to the Services.

We may, but have no obligation to, monitor and record the Services, including telephone calls and online sessions for purposes of improving customer service, internal training and internal market research. You hereby grant permission to RescuTechs to monitor and record the Services including phone calls and to use or disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request; to provide the Services to You and Our Users; to protect ourselves and/or Our Users; and to enhance the types of Services We may provide to You in the future. You also grant RescuTechs permission to combine Your information with that of others in a way that does not identify You or any individual personally to improve the Services, for training, for marketing and promotional purposes, and for other business purposes. Please see Our Privacy Policy for further details.

  1. Term

The term of this Agreement shall continue as long as there are any services to be performed pursuant to any and all Attachments to this Agreement. The specific term of each service will be set forth in the specific Attachment.

  1. DEfinitions

The following terms as used in this Agreement and any of the Attachments have the following meaning:

“Normal Business Hours” means Monday through Friday between 9:00 a.m. and 6:00 p.m. MST, excluding publicly observed holidays and COMPANY-observed holidays.
“After Business Hours” means Monday through Friday between the hours of 12:00 a.m. and 5:59 a.m. PST and 6:01 p.m. and 11:59 p.m., PST and 24 hours a day on Saturdays, Sundays, publicly observed holidays, and COMPANY-observed holidays.
“Emergency Situations” mean situations in which the systems administered and managed solely by COMPANY experience problems that result in fifty percent (50%) or more of the CLIENT workstations maintained solely by COMPANY becoming adversely affected. Loss of connection from a workstation to the server(s), or any issue rendering a workstation useless, does not in and of itself constitute an Emergency Situation requiring COMPANY’s Emergency Services.
“Emergency Services” mean those services performed by COMPANY in response to “Emergency Situations.” COMPANY has sole discretion to determine when Emergency Situations are warranted and CLIENT authorizes COMPANY to respond to any and all Emergency Situations.

  1. SERVICE orders

COMPANY will collect payment for all charges for onsite services at the time of work completion on the same day. The pricing for services shall be as set forth in the applicable Attachments. Rates are quoted on an hourly basis and time spent will be rounded up to the one-quarter (0.25) hour for billing purposes. If CLIENT fails to pay any or all monies due to COMPANY when due, or within fifteen (15) days of the Service Order date if no due date is specified, the unpaid balance shall bear interest at the rate of ten percent (10%) per annum from the Service Order date, but not more than the maximum interest allowed by law. The fees for our Services, including Subscriptions, may change at any time. COMPANY reserves the right to increase fees and hourly rates which will take effect on such dates as set forth in any separate notice. We only accept credit cards for payment of Your Service fees. The fee for the Services will be charged directly on Your credit card and You agree to pay the charges applicable to Your selected Services, as well as any applicable taxes.

If your Subscription or Service involves a recurring payment of a fee (including a renewal), unless you notify us before a charge that you want to cancel or do not want to automatically renew your Service or Subscription, You understand it will automatically continue and You authorize Us, or a third party through which You transact (without notice to You, unless required by applicable law) to collect the then-applicable fees and any taxes, using any credit card We have on record for You. You must contact RescuTechs if You do not wish to renew Your Subscription and/or Service; if You do not contact RescuTechs, the Subscription and/or Service that You selected will automatically renew at RescuTechs’s then-applicable fees.

If all credit cards We have on file for You are declined for payment of Your Subscription and/or Service fees, We may cancel Subscription and/or Service, as applicable, unless You provide Us with a new credit card. If You provide Us with a new credit card and are successfully charged before Your Service or Subscription is cancelled, Your new Service or Subscription period will be based on the original renewal date and not the date of the successful charge.

  1. Changes to the services

We may, in our discretion, modify, terminate, change, suspend or discontinue the Terms and all elements of them and any aspect of the Service, including any aspects of the Individual Services, Subscriptions, or any trials or promotional offers, without notice to you. If any change to the Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes and the remainder of the Terms. Your continued use of the Service after we change the Terms constitutes your acceptance of the changes. If you do not agree to any changes, you must not use the Service and must cancel the Services.

  1. Termination by us

Termination by Us. Our business may change over time and we reserve the right to cancel the Services, including any Subscription or Individual Service, in whole or in part, and to terminate use of the Service at our discretion without notice. If we do so, we may refund the fees paid for the applicable Services for the time period, if any, after termination of the Services, unless we terminate your membership for conduct that we determine, in our discretion, violates the Terms, violates any applicable law, involves fraud or misuse of the Service, or is harmful to our interests or another user. Other than providing a refund when we terminate the Services for our convenience, We will not be liable to You or any third-party for termination of the Services for any reason. You acknowledge and agree that upon termination, We may immediately deactivate or delete Your User account and/or bar any further access to the Services. Our failure to insist upon or enforce your strict compliance with the Terms will not constitute a waiver of any of our rights.

  1. Data backup

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING AND BACKING UP ALL INFORMATION, DATA, TEXT OR OTHER MATERIALS (COLLECTIVELY “CUSTOMER DATA”) AND SOFTWARE STORED ON YOUR DEVICE AND STORAGE MEDIA BEFORE ORDERING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT RESCUTECHS OR ITS REFERRAL PARTNERS HAVE NO RESPONSIBILITY OR LIABILITY UNDER ANY CIRCUMSTANCE AT ANY TIME FOR ANY LOSS OR CORRUPTION OF CUSTOMER DATA, SOFTWARE OR HARDWARE THAT MAY ARISE OUT OF THE SERVICES.

RESCUTECHS DOES NOT PROVIDE SEPARATE BACKUP COPIES OR SUPPORT INSTALLATION OF UNLICENSED SOFTWARE TO CUSTOMERS. PLEASE ENSURE THAT YOU HAVE A LICENSED COPY OF ALL NECESSARY SOFTWARE.

  1. use of software and tools

RescuTechs may need to download and/or run software on Your Device to help diagnose and resolve Your technology problem. RescuTechs uses several types of software: the first type provides Device system information to RescuTechs which helps Us diagnose and resolve Your technology problem, the second type allows RescuTechs to remotely control Your Device and modify its settings or software, and the third type generally consists of utilities and other tools to improve Device performance and help resolve Your technology problem.

You acknowledge and agree that use of all RescuTechs software and third party software and tools accessed, downloaded or otherwise provided or made available with the Services (collectively “Software”) are subject to the license agreements that may appear or be referenced when You access or download the Software. You may not access, download or use any Software without agreeing to the terms and conditions of the license agreements without modification. You agree that We may download and utilize Software from third party Web sites and accept any applicable license agreements on Your behalf. You acknowledge and agree that We may download and install trial versions of Software that will expire and cease to function after a certain period (usually thirty days) unless You purchase a license to continue using such Software. You may use the RescuTechs software only in connection with the Services and for no other purpose. You agree that We may, but are not obligated to, remove any Software downloaded to Your Device during the Services after We have completed or terminated the Services.

  1. customer responsibilities

You must cooperate with RescuTechs and promptly respond to Our requests for information and comply with Our requests to take actions to resolve Your technology problem. In order to help resolve Your technology issue, You may be required to consent to the downloading and use of Software on Your Device and accept all applicable license agreements for the Software.

  1. registration, passwords and security

In order to use certain Software or Services, We may require that You register. During the registration process, You may be asked to designate, or We may designate for You, a user name and password. You are responsible for maintaining the confidentiality of any password or account information You receive from RescuTechs, and are responsible for all activities that occur using that password or other account information. You must provide complete and accurate identification, contact, and other information required as part of the registration process. You must notify RescuTechs immediately upon learning of any unauthorized disclosure or use of Your password or other account information. RescuTechs has no liability for any unauthorized use of the Services under Your account or on Your Device.

  1. security

While We use reasonable security measures to deliver the Services, You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and in any event We cannot guarantee that any personal information You submit to Us will be free from unauthorized intrusion.

  1. Outbound links

Our website, software, chats and emails may contain hyperlinks to Web sites that are not controlled by RescuTechs. RescuTechs is not responsible for and does not endorse or accept any responsibility over the contents or use of these Web sites, including, without limitation, the accuracy or reliability of any information, data, opinions, advice or statements made on these Web sites.

  1. third parties

In the course of delivering the Services to You, We may refer You to third parties, or the websites of third parties, that offer products and/or services that may facilitate the resolution of Your Device support issues or otherwise be of potential assistance to You. These third parties and/or their websites may also be linked and/or displayed on our website, in our software, in chats and emails. Although We may link or otherwise refer You to such products and services offered by third parties, unless expressly stated to the contrary, such references, links and/or displays in no way mean, imply, suggest or constitute any evaluation or approval by Us of those merchants or their products or services. We are not responsible in any way for any other Web sites, products, services or information. Your dealings with other entities promoted on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such other entity. You agree that RescuTechs shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities on the Services. Likewise, any third parties that may refer You to the Services have no responsibility or liability for the Services provided by RescuTechs.

  1. acceptable use policy

Use of any of COMPANY’s services, including those described in all of the Attachments, is subject to this Acceptable Use Policy. CLIENT and anyone CLIENT permits to use COMPANY’s services agree not to use, or encourage, promote, facilitate or instruct others to use the services to: commit or encourage fraudulent other illegal activities in violation of any applicable law, regulation, legal agreement, or COMPANY’s published policies; infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections; use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable; access or probe any network, computer or communications system, software application, or network or computing device systems without authorization including, but not limited to breaches, vulnerability scans or penetration testing; attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, systems or services including but not limited to denial of service, unauthorized monitoring or crawling, distribution of malware (including, but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); distribute unwanted, unsolicited or harassing e-mails or other messages, promotions, advertising, or solicitations; alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider; disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of any of the services provided by COMPANY to CLIENT. Failure to comply with or breach of this Policy constitutes a material breach of this Agreement. COMPANY reserves the right to take all action in response to any failure to comply with or breach of this Policy.

  1. disclaimers

CLIENT ACKNOWLEDGES AND AGREES THAT THERE MAY BE INSTANCES BEYOND COMPANY’S CONTROL, INCLUDING BUT NOT LIMITED TO, PROBLEMS WITH THIRD PARTY SOFTWARE, PROBLEMS WITH THIRD PARTY HARDWARE, PROBLEMS WITH THIRD PARTY SERVICES, PROBLEMS WITH THIRD PARTY PRODUCTS AND EQUIPMENT, AND/OR OTHER UNFORESEEN CIRCUMSTANCES THAT MAY PREVENT COMPANY FROM RESOLVING CLIENT’S ISSUES AND/OR PROBLEMS, AND COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING EITHER SUCH THIRD PARTY SOFTWARE, HARDWARE, PRODUCTS, EQUIPMENT, OR SERVICES OR THAT COMPANY WILL BE SUCCESSFUL IN RESOLVING CLIENT’S ISSUES AND/OR PROBLEMS. COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE (A) THAT IT WILL BE SUCCESSFUL IN IDENTIFYING, ALERTING, STOPPING, ELIMINATING, CATCHING, PROTECTING CLIENT FROM, COMPUTER AND/OR NETWORK RELATED SECURITY THREATS, SUCH AS VIRUSES, WORMS, HACKERS, SPYWARE, TROJAN HORSES, DATA LOSS AND/OR BREACHES, ETC.; (B) THAT ANY PROBLEM, ISSUE, EMERGENCY OR OTHER MATTER WILL BE RESOLVED WITHIN ANY TIME PERIOD; OR (C) THAT ITS NETWORK MONITORING SERVICE(S) WILL IDENTIFY 100% OF ALL NETWORK OR COMPUTER-RELATED OUTAGES OR ISSUES.

ALL SERVICES PERFORMED AND PRODUCTS PROVIDED HEREUNDER ARE PERFORMED, PROVIDED, AND MADE AVAILABLE WITHOUT WARRANTY. ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT ANY SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL WARRANTIES OF MERCHANTABILITY; (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (d) ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (e) ANY AND ALL WARRANTIES REGARDING NON-INFRINGEMENT.

  1. limited liability

IN NO EVENT SHALL COMPANY OR ITS OWNERS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR RELATED PERSONS OR AFFILIATES BE LIABLE TO CLIENT OR ITS OWNERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR RELATED PERSONS OR AFFILIATES FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST SALES, LOST SAVINGS, LOSS OF FACILITIES OR CORE EQUIPMENT, LOSS OF GOODWILL, LOSS OF OPPORTUNITIES, DAMAGE TO REPUTATION OF CLIENT, ANY LOSS OF CLIENT’S DATA (INCLUDING, BUT NOT LIMITED TO, CRITICAL DATA EITHER ON THE CLIENT’S WORKSTATION AND/OR SERVERS, BACKUP DEVICES, OR OTHER STORAGE DEVICES), BUSINESS INTERRUPTION, AND PLANNED OR UNPLANNED DOWNTIME, WHETHER OR NOT ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR PRODUCT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY SUFFERING THE LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY OR ITS OWNERS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR RELATED PERSONS OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ATTACHMENT(S), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY PURSUANT TO THIS AGREEMENT AND ANY APPLICABLE ATTACHMENT(S) DURING THE TWELVE (12) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM IS FIRST ASSERTED.

WITH RESPECT TO COMPANY’S ONLINE OR OFFLINE DATA BACKUP SERVICES, COMPANY MAKES NO GUARANTEE OR WARRANTY THAT COMPANY’S DISK BASED AND ONLINE BACKUP SERVICE WILL OPERATE ERROR-FREE AND MAKES NO GUARANTEE OR WARRANTY THAT CLIENT’S DATA WILL BE RECOVERABLE IN THE EVENT OF CLIENT DATA LOSS, HOWEVER CAUSED. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT SHALL BE RESPONSIBLE FOR ENSURING THAT BACKUP PROCEDURES ARE COMPLETED SUCCESSFULLY ON A DAILY BASIS. CLIENT WILL BE RESPONSIBLE FOR ENSURING THAT ALL NECESSARY FILES, FOLDERS, AND OTHER DATA ARE SELECTED FOR BACKUP IN CLIENT’S BACKUP JOBS.

CLIENT AGREES THAT COMPANY IS NOT A PARTY TO NOR WILL BE LIABLE FOR ANY VIOLATIONS OF OR NON-COMPLIANCE WITH SOFTWARE LICENSING CONTRACTS OR PROVISIONS IN PLACE AT ANY TIME BETWEEN CLIENT AND ANY THIRD PARTY SOFTWARE PROVIDER AND CLIENT SHALL INDEMNIFY COMPANY AGAINST ANY CLAIMS THAT ARISE OUT OF OR ARE RELATED TO SUCH CONTRACTS OR PROVISIONS. CLIENT ACKNOWLEDGES THAT ALTHOUGH COMPANY MAY RECOMMEND AND/OR INSTALL SOFTWARE ON CLIENT’S COMPUTERS, CLIENT IS SOLELY RESPONSIBLE FOR MAINTAINING LICENSE COMPLIANCE IN ACCORDANCE WITH SOFTWARE VENDOR END-USER LICENSE AGREEMENTS AND ALL APPLICABLE STATE AND FEDERAL LAWS. FURTHERMORE, IF COMPANY IS REQUESTED TO INSTALL SOFTWARE ON CLIENT’S COMPUTER SYSTEMS, CLIENT HEREBY WARRANTS THAT CLIENT IS COMPLIANT WITH SOFTWARE VENDOR END-USER LICENSE AGREEMENTS AND ALL APPLICABLE STATE AND FEDERAL LAWS.

THIS LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT, AND COMPANY WOULD NOT PERFORM THE SERVICES WITHOUT THIS LIMITATION. COMPANY AND CLIENT ACKNOWLEDGE THAT CLIENT HAS HAD AN OPPORTUNITY TO ACCEPT, REJECT, OR MODIFY THIS SECTION.

  1. general

17.1. Independent Contractor: COMPANY is, and always will be, an independent contractor. Nothing in this Agreement or Attachments shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party.

17.2. Assignment: Except in the instance of CLIENT or COMPANY merging with another entity or being acquired by another entity or when COMPANY assigns its right to receive amounts due from CLIENT to a third party, neither party may assign or transfer its rights or delegate its obligations under this Agreement or any Attachments without the other party’s prior written consent, which will not be unreasonably withheld. This Agreement and any Attachments shall be binding upon the successors and assigns of the parties to this Agreement and Attachments.

17.3. Entire Agreement: This Agreement together with any Attachments and all of the schedules, attachments, exhibits, and addenda attached hereto or thereto (if applicable) constitute the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter of this Agreement.

17.4. Modification: COMPANY reserves the right to modify, amend, or revise any of the terms and conditions of this Agreement and any Attachments by posting such changes on its website at www.rescutechs.net/master-services-agreement. COMPANY will provide written notice to CLIENT of such modifications, amendments or revisions (which notice may be given to the CLIENT representative by email as designated below); provided, rates and fees may only be adjusted as provided in Section 4. Such modifications, amendments or revisions will not apply retroactively but will become effective thirty (30) days from the date of notification. If CLIENT does not agree to the modifications, amendments, or revisions, COMPANY and CLIENT will work together in good faith to resolve any issues within thirty (30) days of the date of COMPANY’s original notice, after which, if the conflict is not resolved, CLIENT may terminate this Agreement or any provided in this section and section 4, neither this Agreement nor any of the Attachments may be modified or amended unless such modification and/or amendment is in writing and signed by each entity or party to this Agreement or any Attachment.

17.5. Force Majeure: COMPANY shall not be liable to the CLIENT for failure to perform any of its obligations under this Agreement or any Attachments during any period in which such performance is delayed or rendered impracticable or impossible due to circumstances beyond COMPANY’S reasonable control.

17.6. Governing Law and Jurisdiction: This Agreement and any Attachments shall be governed by and construed in accordance with the laws of the State of Arizona. Jurisdiction and venue for any dispute or litigation related to the matters in this Agreement and any Attachments shall exclusively be in the state or federal courts of Arizona located in Yavapai County, Arizona.

17.7. Disputes. CLIENT and COMPANY agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Yavapai County, Arizona and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years of experience in the practice of law and at least five (5) years of experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Arizona sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Arizona or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

17.8. Severability: In case any provision of the Agreement or any Attachments is held to be invalid, unenforceable, or illegal, that provision shall be severed from this Agreement or such Attachments, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement and any Attachments.

17.9. Waiver: The failure of either party to enforce any provisions of this Agreement or any Attachments is not a waiver of the provisions or of the right of that party to subsequently enforce that, or any other, provision of this Agreement or any Attachments.

17.10. Attorney Fees and Costs; Debt Collection. In any legal or arbitration proceeding involving any dispute or claim arising out of or related to this Agreement or any Attachments, or the goods or services provided hereunder or thereunder or in connection herewith or therewith, or the enforceability hereof, the prevailing party is entitled to recover all reasonable costs incurred pertaining to such proceeding, including without limitation reasonable costs and fees of attorneys or other professionals and the prevailing party’s share of the arbitrator’s fees and similar costs of the arbitration. If COMPANY uses a debt collection service or other means for collecting amounts owed by CLIENT hereunder, CLIENT shall in addition to any amounts owed hereunder pay for all fees and expenses incurred by COMPANY in connection therewith including the fees and expenses associated with such debt collection efforts.

17.11. Mutual Indemnification. CLIENT will indemnify, defend, and hold harmless COMPANY for any losses, liabilities, claims, causes of action, damages, fees and expenses, including reasonable attorneys’ fees and costs, that arise out of or relate to CLIENT’S breach of this Agreement and any Attachments. COMPANY will indemnify, defend, and hold harmless CLIENT for any losses, liabilities, claims, causes of action, damages, fees and expenses, including reasonable attorneys’ fees and costs, that arise out of or relate to COMPANY’s breach of this Agreement and any Attachments.

17.12.Survival of Obligations. The following obligations will survive termination of this Agreement for any reason: The obligations relating to Section 6 (Non-Solicitation; Liquidated Damages); Section 7 (Confidentiality); Section 8 (Disclaimers); Section 9 (Limited Liability); and Section 10 (General).