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MASTER SALES AND SERVICES AGREEMENT

This Master Sales and Services Agreement (“Agreement”) is entered into and effective the date last executed (“Effective Date”)  by and between CoAction LLC, a Massachusetts limited liability company, having its principal place of business located at 12 Hazel Ave, Scituate, Massachusetts 02066 (“CoAction”), and [], with its principal place of business located at [] (“Customer”) CoAction and Customer are also individually referred to as a “Party” and collectively referred to herein as the “Parties.” In consideration of the mutual undertakings herein contained, CoAction and Customer agree as follows:

  1. Master Agreement:  Customer and CoAction may enter into one or more schedules for the sale of Equipment, the distribution of Software and/or the provision of Services, with each such schedule referred to herein as a “Schedule” (which may be in the form of a Statement of Work, Schedule, Price Quotation, Proposal Letter, or other similar document). Each Schedule will incorporate by reference the terms and conditions as set forth herein. Each Schedule will constitute a separate agreement with respect to that transaction and will specify details regarding the Equipment, Software and Services being acquired, the sales price or license fee, the estimated delivery date and any special terms applicable to that transaction. A Schedule for the provision of Services will describe the materials to be created for Customer under the Schedule (“Deliverables”).  In the event of any conflict between this Agreement and a Schedule, this Agreement will govern, except with respect to any provision of a Schedule that by its terms expressly supersedes this Agreement. It is understood that the terms and conditions of this Agreement will take precedence over any terms and conditions set forth in Customer’s purchase order.  Any additional terms and conditions or different terms or conditions in any form delivered by Customer including its purchase order or other acknowledgment form, which are in addition to, or in conflict with this Agreement, are rejected and will be of no force or effect. Any general description of the types of products or services and results thereof posted on any CoAction, affiliate, or partner website or mobile application do not constitute part of this Agreement. The first Schedule between the Parties is attached to this Agreement as Schedule 1. The Parties shall not be obligated to enter into any further Schedules under this Agreement but may do so by mutual agreement in writing.

  1. Sale:  CoAction agrees to sell, or arrange for sale, and Customer agrees to purchase from CoAction or its vendor, as listed on a Schedule: (i) the machines, features and support (“Equipment”); and (ii) the services provided by CoAction (“Services”).  In addition, CoAction agrees to distribute or arrange for distribution, and Customer agrees to acquire from CoAction or its vendor, the licensed products, including any subscription-based services (“Software”), as listed on a Schedule, which Customer will license from the Software owner pursuant to the Software owner’s standard licensing terms and conditions.  

  1. Pricing Adjustments; Availability Disclaimer: CoAction reserves the right to adjust pricing on its Equipment, Software and Services offerings for reasons including, but not limited to, changing market conditions, discontinuation, unavailability, and manufacturer or supplier price changes. All orders are subject to availability and the availability of CoAction or third-party personnel to perform the Services. Therefore, CoAction cannot guarantee and hereby disclaims that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by CoAction are for planning purposes only unless otherwise specified in a Schedule.

  1. Affiliates:  An Affiliate of Customer will have the right to purchase Equipment, Software and Services and to receive all other benefits under this Agreement to the extent that such Affiliate and CoAction enter into a Schedule. If a Schedule is executed by an Affiliate, then such Affiliate will be deemed the “Customer” hereunder with respect to that Schedule.  Notwithstanding the foregoing, Customer named in the first paragraph of this Agreement (“Original Customer”) will, without notice, be jointly and severally liable for the performance of the obligations of its Affiliates under all Schedules executed hereunder, including without limitation, all additional terms and conditions negotiated by its Affiliate. An Affiliate of CoAction may also provide Customer Equipment, Software, or Services and if applicable, will be identified as an Affiliate of CoAction on any related Schedule. For purposes of this Agreement, “Affiliate” means any entity directly or indirectly owned or controlled by, or under common ownership or control with the Original Customer or CoAction.

  1. Sales Price and Fees; Payment:  The sales price of the Equipment and the fees for Software and Services and the method of payment will be specified in a Schedule issued hereunder. Customer shall pay all invoices within thirty (30) days after CoAction’s issuance of such invoice to Customer.  If payment as specified is not received by CoAction when due, Customer will, to the extent permitted by law, pay on demand as a late charge, interest in an amount equal to the lesser of one and one-half percent (1%) per month or the maximum rate permitted by law, of all past due amounts. Customer agrees to pay the total purchase price for the Equipment and Software plus any shipping costs (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to CoAction as a result of using Customer's carrier account number. In addition, if payments are not received for any amounts invoiced to Customer as described above or in any Schedule, CoAction reserves the right to suspend performance of this Agreement, or any Schedule, including, without limitation, any Services or provision of Equipment or Software, until payment is received. CoAction may invoice Customer separately for partial shipments. In the event Customer purchases a system that comprises multiple components from different manufacturers or suppliers, Customer’s obligations to pay as invoiced cannot be suspended or delayed due to partial system delivery.

  1. Transportation and Risk of Loss:  Delivery terms will be FCA Origin unless otherwise provided in the Schedule.  CoAction will deliver the Equipment in accordance with the written shipping instructions of Customer. Customer will bear the risk of damage, loss, and destruction from every cause once the Equipment has been tendered to the carrier at the point of shipment.  Customer will pay for all shipping, handling, and transit insurance charges for the Equipment to the delivery location. CoAction will not insure the shipment unless requested by Customer.

  1. Inspection and Acceptance:  (a) For Equipment: Customer will inspect the Equipment upon delivery and will notify CoAction of any shortage or rejection in writing within five (5) days after delivery of the Equipment.  Customer’s failure to notify CoAction of any shortage or rejection within the specified time period will be deemed unconditional acceptance and will release CoAction from liability for any damages.  Any claim by Customer for damage occurring during shipment will be made directly with the carrier and will not relieve Customer of its duty to pay the sales price to CoAction.  No return of the Equipment to CoAction is permitted without the prior written consent of CoAction.  (b) For Services:  Customer will provide written notice of acceptance or rejection of such Services within ten (10) days of receipt of such Services.  If the Deliverables meet the acceptance criteria specified in the Schedule, Customer will provide written confirmation, confirming acceptance of such Deliverables.  If Customer reasonably believes that a Deliverable does not meet the acceptance criteria, Customer will notify CoAction in writing of its specific reasons for rejecting such Deliverable. CoAction will correct and resubmit to Customer any timely rejected Deliverables for review and acceptance.  Failure to provide written notice of acceptance or rejection within ten (10) days will be deemed acceptance of the Services. (c) For Software:  Customer’s acceptance of the Software will be pursuant to the Software owner’s standard licensing terms and conditions.  

  1. Installation:   Customer will assume all applicable installation charges.  Customer agrees to provide a suitable place of installation, any necessary electrical power outlets and heating, ventilation and air conditioning required for operating the Equipment as provided in the manufacturer’s installation manual or other installation specifications.

  1. Title and Security Interest:  Title to the Equipment will vest in Customer upon tender of the Equipment to the carrier.  Customer hereby grants to CoAction and its successors and assigns a security interest in the Equipment and Software and all proceeds thereof to secure the prompt payment by Customer when due of all amounts payable to CoAction and all other obligations of Customer contained in this Agreement. Customer authorizes CoAction to file such financing statements as may be necessary to evidence CoAction’s security interest. Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer’s rights therein are contained in the license agreement between such licensor(s) and Customer.

  1. Taxes:  Customer will pay for and assume all responsibility for taxes (payable at the time of sale or thereafter) related to the sale of the Equipment, the licensing of the Software or the performance of Services (except taxes based on the gross or net income of CoAction) or provide CoAction with a certificate of exemption acceptable to the taxing authorities within five (5) business days from the date of the applicable Schedule. Customer will indemnify and hold CoAction harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Schedule.

  1. Termination and Default:  Either Party may terminate this Agreement for convenience by providing at least thirty (30) days prior written notice to the other Party.  Termination of this Agreement for convenience will not terminate any outstanding Schedule.  In such case, this Agreement will remain in effect for the remainder of the term of the Schedule.  The occurrence of any one or more of the following Events of Default constitutes a default under a Schedule:  (i) the failure of Customer to pay any amounts when due if that failure continues for ten (10) days after written notice; (ii) the failure of either Party to perform any other material term or condition of this Agreement or a Schedule if that failure continues for thirty (30) days after written notice; or (iii) an assignment by either Party for the benefit of creditors, the failure by a party to pay its debts when due, the insolvency of a Party, the filing by a Party or the filing against a Party of any petition under any bankruptcy or insolvency law or for the appointment of a trustee or other officer with similar powers, the adjudication of a Party as insolvent, the liquidation of a Party, or the taking of any action for the purpose of the foregoing. Upon the occurrence of any of the foregoing Events of Default, the non-defaulting Party may terminate the applicable Schedule. In addition to the right to terminate, the non-defaulting Party will retain all remedies available to it at law or in equity.   Notwithstanding any termination of this Agreement or any Schedule, Customer shall remain liable to CoAction for any and all amounts owed to CoAction under this Agreement or any Schedule through the applicable effective date of termination.

  1. Force Majeure:  CoAction will not be liable for delays in delivery of the Equipment, Software or Services for any cause beyond CoAction’s reasonable control including, but not limited to:  (i) government action, including without limitation laws, orders, and regulations; (ii) war, riots, civil commotion, embargoes or martial laws; (iii) strikes or other labor difficulty; (iv) fire, flood or other casualty; (v) pandemics, epidemics, and related government orders; (vi) other contingencies of manufacture or shipment; (vii) supply chain issues, or (viii) other similar or dissimilar causes.  In the event of any delay in CoAction’s performance due in whole or in part to such causes, CoAction will have such additional time for performance as may be reasonably necessary under the circumstances, but this Agreement and any Schedule will otherwise remain in full force and effect.  

  1. Warranties and Disclaimers; Non-Reliance: Customer acknowledges that CoAction is not the manufacturer of the Equipment or Software purchased by Customer hereunder and the only warranties offered are those of the manufacturers, not CoAction. In purchasing the Equipment or Software, Customer is relying on the manufacturers’ specifications only and is not relying on any statements, specifications, photographs, or other illustrations representing the Equipment or Software that may be provided by CoAction. (a) For Equipment: CoAction warrants that it will be the owner of the Equipment when it is delivered, free and clear of any liens and encumbrances, with the full right to sell the Equipment to Customer. To the extent permitted by applicable law and agreements, CoAction hereby assigns to Customer any applicable manufacturer’s warranty, if any. Customer, recognizing that CoAction is not the manufacturer of the Equipment, agrees that its purchase of the Equipment is on an “As Is, Where Is” basis and expressly waives any claim against CoAction based upon any infringement or alleged infringement of any intellectual property rights, including without limitation patent, copyright or trademark rights with respect to the Equipment. (b) For Services: CoAction warrants that it: (i) will perform the Services in a professional manner using qualified personnel and in accordance with the standards of CoAction’s industry; and (ii) has the expertise necessary to provide the Services.  (c) For Software:  CoAction warrants that Customer will have the right to use the Software pursuant to the Software owner’s standard licensing terms and conditions.   

THE FOREGOING WARRANTIES ARE EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND OF ANY OTHER OBLIGATION ON THE PART OF COACTION.  CUSTOMER ACKNOWLEDGES THAT IT HAS MADE THE SELECTION OF THE EQUIPMENT, SOFTWARE, AND SERVICES BASED ON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY REPRESENTATION, STATEMENT OR WARRANTY MADE BY COACTION, OR ANY OTHER PERSON ON COACTION’S BEHALF.

  1. Indemnification; Limitation of Liability:

  1. CoAction shall indemnify, and at Customer’s election, defend, and hold Customer and its affiliates, subsidiaries, parents, and their officers, directors, members, managers, employees, agents, and contractors, successors and assigns harmless from any and all losses, liabilities, penalties, fines, or other costs (including reasonable attorney fees and costs) (“Losses”) in connection with any third party claims, suits, actions, settlements, judgments or claims (“Claims”) arising from or related to (i) breach of CoAction’s representations, warranties, or covenants, or (ii) any gross  negligence or willful misconduct of CoAction, its employees, agents, or contractors, and any act or omission of its subcontractors (for purposes of this Agreement, subcontractors shall be those third parties that perform services that would otherwise be performed by CoAction, and do not include any third party ancillary providers, e.g. technology vendors, payment platforms, etc.). The Customer shall indemnify and hold the CoAction and its affiliates, subsidiaries, parents, and their officers, directors, members, managers, employees, agents, and contractors, successors and assigns harmless from and against any and all third-party Claims and Losses arising from (i) breach of Customer’s representations, warranties, or covenants, (ii) the authorized and proper use of information provided by the Customer to CoAction for use in any Services required by any Schedule undertaken by CoAction, including, without limitation, any claims of copyright or trademark infringement resulting from the use of said materials, and (iii) any gross negligence or willful misconduct of Customer or its employees, agents, or contractors.

  1. IN NO EVENT WILL COACTION BE LIABLE FOR ANY LOSS OF REVENUE, PROFITS, SAVINGS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, OR LOST OR CORRUPTED DATA OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SALE OF EQUIPMENT, THE DISTRIBUTION OF SOFTWARE OR THE PROVISION OF SERVICES HEREUNDER.  CoAction’s liability from any cause whatsoever arising out of this Agreement will not in any event exceed in the aggregate the amount paid by Customer for the Equipment, Software or non-recurring Services giving rise to the claim, as applicable, within the six (6) month period immediately preceding the event giving rise to liability. For recurring Services, CoAction’s liability from any cause whatsoever arising out of this Agreement will not in any event exceed in the aggregate the amount paid by Customer for the recurring Services for the six (6) months preceding the event that gave rise to the claim.  The rights and remedies provided CoAction under this Agreement are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

  1. Support:  Customer acknowledges that any manufacturer support applicable to the Equipment will be provided directly to Customer by the manufacturer pursuant to the manufacturer’s support terms.  Any such support terms will be separate and distinct from this Agreement and CoAction and its assigns will not have any rights or obligations thereunder or with respect to any such support.  

  1. Software:  Customer acknowledges that the Equipment listed in a Schedule may include software in which CoAction has no ownership or other proprietary rights and no such title or rights will be transferred to Customer hereunder.  If applicable, Customer agrees to enter into licensing terms directly with the software owner for the use of such software.  Any licensing terms with respect to the Software acquired under a Schedule or software which is included in the Equipment will be separate and distinct from this Agreement and CoAction and its assigns will not have any rights or obligations thereunder or otherwise.

  1. Use of Equipment and Software:  Customer will comply with the manufacturer and supplier specifications in connection with the Equipment and Software. Certain Equipment and Software may not be authorized by the manufacturer or supplier for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life or other serious property damage. If Customer uses the Equipment or Software in any such applications or fails to comply with all Equipment and Software specifications, Customer acknowledges and agrees that such use or non-compliance will be at Customer’s sole risk.

  1. Export Compliance:  Customer acknowledges and agrees that the Equipment or Software and related technology subject to this Agreement are subject to import and export control laws and regulations of the United States, the European Union and other countries including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Customer agrees to comply with all such laws and regulations and will not ship, sell, divert or otherwise transfer the Equipment or Software to any embargoed or sanctioned country. If Customer exports, imports or otherwise transfers the Equipment or Software, Customer will comply with all applicable laws and regulations and will obtain any required authorizations and licenses.

  1. Notices:  Any notice with regard to this Agreement will be in writing and sent by registered or certified mail, postage prepaid or nationally recognized courier service (e.g., FedEx), addressed as set forth in the first paragraph of this Agreement, or to any other addresses as either Party may designate in writing.  Notices will be effective the earlier of receipt or three (3) days after being sent. Subject to the requirements of this Section, a courtesy notice can also be sent to CoAction via e-mail to:  LegalNotice@CoAction.com.

  1. Non-Solicitation:  Customer will not solicit the services of any CoAction employee or contractor or contracted partner’s employee or contractor who may have performed Services under any Schedule until one (1) year after the expiration or termination of the applicable Schedule, unless approved in writing by authorized representatives of CoAction;  provided, however, that nothing in the foregoing will prohibit Customer from engaging in general solicitations not directed at such persons.

  1. Property Rights; Limited License:  CoAction will retain exclusive ownership in all Deliverables, including but not limited to all intellectual property rights, any inventions, ideas, concepts, know-how, documentation, models, methodology and techniques, as well as the processes, tools, software, documents, and other materials embodied in or used by CoAction to quote or produce the Deliverables or otherwise embodied in or used in performing the Services (collectively, “CoAction Materials”).  Subject to payment in full for the applicable Services, CoAction grants to Customer a non-exclusive, non-transferable, royalty-free right to use the Deliverables, and any CoAction Materials incorporated into the Deliverables, solely for Customer’s internal use.  Customer will have no ownership or other property rights in the Deliverables. Customer acknowledges that CoAction may incorporate intellectual property created by third parties into the Deliverables (“Third Party Intellectual Property”). Customer agrees that its right to use the Deliverables containing Third Party Intellectual Property may be subject to the rights of third parties and limited by other agreements with such third parties.
  2. Confidentiality: Unless CoAction and Customer have executed a separate mutual nondisclosure agreement, the following nondisclosure provisions will apply. Confidential Information means any and all information either Party provides to the other Party hereunder that is either:  (i) marked or otherwise identified at the time of disclosure as confidential or proprietary; or (ii) by its nature or the circumstances surrounding its disclosure should reasonably be considered as confidential or proprietary whether exchanged through documentation or verbally.  Confidential Information includes, but is not limited to, price quotations, sales proposals, documentation, specifications, or any information relating to any project, marketing or business plans, or suppliers, customers, employees or investors, whether in written, oral, graphic or electronic form.  Confidential Information will remain the property of the disclosing Party. The Parties to this Agreement will not, without the prior written consent of the disclosing Party, publish, disclose or otherwise make available, directly or indirectly, any item of Confidential Information to any person other than its employees, agents, representatives, advisors, or contractors who have a need to know in the performance of their duties and who are advised of the confidentiality requirements in this Agreement. The receiving Party further agrees that it will use the Confidential Information solely in connection with its obligations under this Agreement. The receiving Party will protect and maintain the confidentiality of all Confidential Information with the same degree of care as it employs to protect its own Confidential Information of like kind, but in any case, by using at least a reasonable degree of care.  The receiving Party will not copy, duplicate, reverse engineer, reverse compile or attempt to derive the composition or underlying information of any Confidential Information.  Confidential Information will not include any information which: (i) was in the receiving Party’s lawful possession prior to the submission thereof by the disclosing Party; (ii) is later lawfully obtained by the receiving Party from a third party under no obligation of confidentiality; (iii) is independently developed by the receiving Party; (iv) is, or later becomes, generally available to the public through no act or failure to act by the receiving Party; or (v) the receiving Party is required to disclose in response to an order by a court or governmental agency or body, with respect to which the receiving Party will, if legally permissible, give prompt notice to the disclosing Party of such order.  Notwithstanding the foregoing, any information regarding the Services, Equipment, or Software, including this Agreement and any Schedule will be deemed to be the Confidential Information of CoAction, regardless of marking or identification.
  3. Data Security:  Generally, CoAction’s sale of Equipment or Software or the performance of Services does not require access, collection, storage, processing, or use of any personally identifiable information (“PII”) and Customer shall not purposely or inadvertently transmit any PII to CoAction unless the PII is anonymized. PII includes any Customer data which may be used, alone or in conjunction with any other information, to identify a specific person or to make a specific person identifiable, including, without limitation, any (1) name, social security number, date of birth, official State or government issued driver’s license or identification number, alien registration number, government passport number, employer or taxpayer identification number; (2) unique biometric data, such as fingerprint, voice print, retina, iris image, or other unique physical representation; (3) unique electronic identification number, address, or routing code; or (4) telecommunication identifying information or access device.  PII includes any and all consumer information protected as, or under, any of the following:  (a) Electronic Protected Health Information which protects personal health information, which is stored, accessed, transmitted or received electronically; (b) any non-public personal information covered under the Gramm-Leach-Bliley Act; (c) protected health information under Health Insurance Portability and Accountability Act; (d) any other personal health information that identifies an individual and relates to an individual’s past, present or future physical or mental health, the provision of health care to an individual or the past, present or future payment for health care as protected under any applicable state law; (e) any personal information as protected under the California Consumer Privacy Act; and (f) any personal data protected under the General Data Protection Regulation (collectively, “Privacy Laws”).

To the extent non-anonymized PII is transmitted or is necessary for the performance of Services with prior written consent by CoAction, this Section shall apply to any CoAction operation or set of operations, including collecting, recording, storing, retaining, using, disclosing or otherwise accessing, (collectively, “Process(ing)”) any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household in connection with the Services. CoAction shall only use PII in  accordance with the instructions of Customer as detailed in an applicable Schedule and data Privacy Laws.

The Parties agree that Customer is responsible for obtaining any consents required by the applicable Privacy Laws, as well as providing and ensuring the accuracy of any notices required to disclose PII to CoAction, its Affiliates, or any CoAction subcontractor providing Services for use solely in accordance with this Agreement. Furthermore, Customer warrants that all PII provided to CoAction has been provided to CoAction in accordance with all applicable Privacy Laws.

CoAction shall promptly notify Customer of any request, complaint, claim, or other communication received by CoAction or a subcontractor regarding its Processing of PII. CoAction shall cooperate with and provide any necessary assistance to Customer in responding to any such inquiries and to assist Customer with its obligations under applicable Privacy Laws, taking into account the nature of CoAction’s Processing the PII made available to CoAction. CoAction shall provide such assistance only in so far that the Customer cannot respond to such request on its own. Notwithstanding anything to the contrary in the Agreement, Customer is obliged to reimburse CoAction for any out-of-pocket expenses in connection with such requests.  Such expenses will be invoiced to Customer in accordance with the Agreement.

Customer acknowledges that CoAction is reliant on Customer for proper authorization to Process PII and its instructions to the extent to CoAction is entitled to use and Process PII, and that CoAction is not liable for any claim brought to the extent such claim arises from the Customer’s instructions to CoAction.

CoAction shall implement and maintain commercially reasonable and appropriate administrative, technical and procedural measures to protect the PII made available to CoAction. To the extent required by applicable Privacy Laws, upon request, CoAction shall make available to Customer information reasonably necessary to demonstrate compliance with this obligation.

The Parties agree that CoAction may subcontract its obligations to subcontractors as necessary to perform the Services under this Agreement, or to provide Software or Equipment, without Customer’s consent. CoAction shall remain responsible for subcontractors’ performance under the Agreement.  

Notwithstanding any provisions in the Agreement to the contrary, CoAction shall within seventy-two (72) hours notify Customer in the event CoAction discovers or is notified of a known breach of security leading to unauthorized disclosure of or access to PII as a result of its Processing of PII (“Security Breach”). CoAction shall reasonably cooperate with Customer in the investigation of the Security Breach.  

Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Agreement or otherwise at Customer’s written request, CoAction shall, at the choice of Customer, either return or delete PII from its systems unless required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority. If CoAction is not reasonably able to return or securely dispose of PII, including, but not limited to, PII stored on backup media, CoAction will continue to protect such PII in accordance with the terms of this Agreement until such time that it can reasonably return or securely dispose of such PII.

Customer shall reimburse CoAction and its managers, officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, “Reimbursed Party”) against any and all losses costs, or expenses of whatever kind, including professional fees and attorney’s fees, that are incurred by any Reimbursed Party for any investigation or any preparation for any investigation by any governmental or regulatory authority arising out of Customer’s violation of any Privacy Laws in connection with this Agreement.

  1. Changes to Scope:  Proposed changes to any Schedule may be initiated by providing a written request to the other Party.  The Parties will review the requested changes and advise the other Party if the requested changes have been accepted in whole or in part.  Changes to a Schedule (including but not limited to the revised scope, fees and expenses) will not be effective unless the Parties have agreed in writing to such changes. CoAction will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both Parties. All such changes to the scope of the Services will be governed by this Agreement and the applicable Schedule.

  1. Miscellaneous:

  1. This Agreement and any subsequent Schedules will be effective only when accepted in writing by both Parties. This Agreement, including any Schedules, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, including all matters of construction, validity, performance, and enforcement, but without regard to its conflict of laws provisions. CoAction and Customer specifically agree to submit to the exclusive jurisdiction of, and venue in, the courts in Suffolk County, Massachusetts in any dispute arising out of this Agreement, including any arbitration, enforcement of an arbitration, or litigation.  ALL TRANSACTIONS UNDER THIS AGREEMENT EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

  1. Neither this Agreement nor any Schedule may be assigned in whole or in part by Customer without the prior written consent of CoAction. Any attempted assignment in violation of this provision will be null and void. CoAction may subcontract all or any portion of obligations related to the Services, Equipment, or Software under this Agreement or any Schedule without the Customer’s consent.

  1. If this Agreement or any Schedule is executed by CoAction prior to being executed by Customer, it will become voidable at CoAction’s option at any time after ten (10) days from the date of CoAction’s execution, unless CoAction by then receives a copy executed by Customer. Any orders are not binding upon CoAction until accepted by CoAction.

  1. This Agreement, together with any Schedule, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous proposals, agreements, or representations, written or oral, with respect to the subject matter hereof.    

  1. CoAction is an independent contractor and nothing in this Agreement or any Schedule will be construed to create a partnership, joint venture, or agency relationship between the Parties.

  1.          No provision of this Agreement or any Schedule may be amended or modified, unless agreed to in writing by authorized representatives of both Parties.  Any delay or failure by either Party to exercise any right or remedy according to this Agreement or any Schedule will not constitute a waiver of that Party to thereafter enforce such rights.  If any provision of this Agreement or any Schedule is held to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

  1. This Agreement and any Schedule may be executed in multiple counterparts, each of which will be deemed to be an original and of equal force and effect. An electronic version (including verified signatures) of this Agreement and any Schedule will be as legally binding as an originally executed document delivered by other means.

  1. In the event either Party to this Agreement will elect to enforce the terms and conditions of this Agreement or any Schedule in any arbitration or litigation, the prevailing Party will be entitled to recover from the other Party its reasonable attorney’s fees and costs, including those incurred on appeal, as determined by the arbitrator or court.

  1. Those terms and conditions of this Agreement which would, by their meaning or intent, survive the termination of this Agreement, will so survive.