This Master Service Agreement (these“Terms”) is made and entered into as of the date of last signature below (the “EffectiveDate”) by and between SMT WEB3, INC., a Delaware corporation (“SMT”), with an address at 201 Main Street, Suite 102, Carbondale, CO 81623 and the counter party identified on the Insertion Order and/or WorkOrder (“Client”). SMT and the Client are sometimes referred to individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained in the Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
In addition to the terms defined in the Terms, any Work Order or Insertion Order, the following words have the meanings provided below for all purposes of the Agreement:
2. PRODUCTS & SERVICES
3. TERM AND TERMINATION
4. FEES AND PAYMENTS
5. INTELLECTUAL PROPERTY RIGHTS
6. REPRESENTATIONS AND WARRANTIES
7. COMPLIANCE
8. CONFIDENTIALITY
9. INDEMNIFICATION
9.2.1 such third party’s Intellectual Property Rights by Client’s use of any Service and/or any Product as permitted by the terms of the Agreement; and
9.2.2 SMT’s indemnification obligations will not apply to the extent a Claim is based on: (a) Client’s designs, instructions, requirements or specifications; (b) Client Content; (c) any combination of Products with materials, services, content, code and software libraries, programming, systems, processes, products or intellectual property not provided or otherwise authorized by SMT; (d) Client or any End User’s use of the Service, or Products other than in accordance with the terms of the Agreement; and/or (e) Client’s unauthorized modification of any Product; and/or (f) materials, services, content, code and software libraries, programming, systems, processes, products or intellectual property developed and/or owned by a third party.
10. LIMITS ON LIABILITY
11. PRIVACY AND SECURITY
12. general
12.7 Waiver. If either Party fails to exercise a right or remedy that it has or which arises in relation to the Agreement, such failure will not prevent that Party from exercising that right or remedy subsequently in respect of that or any other incident. A waiver of any breach or provision of the Agreement will only be effective if it is made in writing and signed on behalf of the Party who is waiving the breach or provision. Any waiver of a breach of any term of the Agreement will not be deemed a waiver of any subsequent breach and will not affect the enforceability of any other term of the Agreement.