Master Services Agreement - Web Design & Hosting

This Master Services Agreement (this “Agreement”) governs all Statements of Work (“SOW”) entered into by and between TMMB Enterprises, LLC doing business as EdgeNX Solutions (“EdgeNX”) and the customer entity identified on the SOW (“Customer”). This Agreement governs the use and provision of any Services purchased by Customer, as described in any signed SOW, and the effective date of this Agreement shall commence on the date of signature of the SOW (“Effective Date”). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution by EdgeNX for Customer. EdgeNX and Customer are referred to herein individually as “Party” and jointly as “Parties”.

Recitals
WHEREAS, EdgeNX is engaged in the business of developing and providing access to proprietary personal and business marketing, sales, communication, community engagement and government content, workflow, and general management software solutions, platforms and associated services (the “Services”); and

WHEREAS, Customer wishes to engage EdgeNX for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services, as set forth in the SOW;

NOW, THEREFORE, the Customer and EdgeNX agree as follows:

Agreement
Term & Termination
This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between EdgeNX and Customer, or Services are being provided by EdgeNX to Customer, unless terminated in accordance with this §1 or as otherwise provided in this Agreement (the “Term”). Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for EdgeNX termination. EdgeNX reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer’s non-payment. Upon termination for Customer’s breach, Customer’s right to access or use Customer Data immediately ceases, and EdgeNX shall have no obligation to maintain or forward any Customer Data.

Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by §11 below will terminate and Customer shall cease all use of the EdgeNX Property and Services associated with the terminated SOW and (b) any amounts owed to EdgeNX for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services, and this Agreement terminates due to material breach of this Agreement by EdgeNX, EdgeNX shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy provided in this Agreement or provided in law or equity, EdgeNX shall be entitled to retain any amounts already paid. Sections 7, 8, 10, 14, 15, 18, 32 -34, 40, and 42 will survive any expiration or termination of this Agreement.

At any time during the Term, EdgeNX may, immediately upon notice to Customer, suspend Customer and any of its Users access to any Service due to a threat to the technical security or technical integrity of the Services, or substantiated objection by a third party as to the legal or authorized use of any content, image, or asset contained or displayed on the customer’s website/web application or platform (Services).

Invoicing & Payment Terms
Customer will pay the amounts owed to EdgeNX for the development and implementation of the Customer’s Services, as defined in the SOW (“Project Development”), subscription and licensing, and annual hosting, support, and maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is required to be filled out and submitted by Customer (the “Contact Sheet”). Customer shall provide accurate, current and complete information of Customer’s legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should change. Upon Customer’s request, EdgeNX will mail hard-copy invoices.

Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Customer’s account exceeds 60 days past due, support will be discontinued until the Customer’s account is made current. If the Customer’s account exceeds 90 days past due, EdgeNX may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Customer’s account is made current. Customer will be given 15 days’ notice prior to discontinuation of Services for non-payment.

During the performance of Project Development, if Customer requests a change that requires repeated efforts to previously approved work product and such change causes EdgeNX to incur additional expenses (i.e. airline change fees, resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to reimburse EdgeNX for such additional expenses. EdgeNX shall notify Customer prior to incurring such expenses and shall only incur those expenses which are approved by Customer.

Ownership & Content Responsibility
Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by EdgeNX on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to EdgeNX for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by EdgeNX, whether in connection with providing Services or otherwise.

Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not EdgeNX, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. Customer hereby grants EdgeNX a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for EdgeNX to use the Customer Content in connection with providing the Services. Customer agrees that EdgeNX shall not be responsible or liable for the content of messages created by Customer or by Customer’s Users or end-users who access Service. Notwithstanding the foregoing, EdgeNX retains the right, but not the obligation, to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third-party rights.

At any time during the term of the applicable SOW, Customer will have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”). Customer may request EdgeNX to perform the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, EdgeNX reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following termination of the SOW, regardless of the reason for its termination, Customer will not have access to the Services.

Intellectual Property in the software or other original works created by or licensed to EdgeNX, including all software source code, documents, and materials used in performing the Services (“EdgeNX Property”) will remain the property of EdgeNX. EdgeNX Property specifically excludes Customer Content. Customer shall not:

license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any EdgeNX Property in any way, except as specifically provided in the applicable SOW;

adapt, alter, modify, or make derivative works based upon any EdgeNX Property;

create internet “links” to the EdgeNX Property software or “frame” or “mirror” any EdgeNX Property administrative access on any other server or wireless or internet-based device that may allow third-party entities, other than Customer, to use the Services;

reverse engineer, decompile, disassemble, or otherwise attempt to obtain the software source code to all or any portion of the Services;

make any attempt to gain unauthorized access to the Services and/or any of EdgeNX’ systems or networks; or

access any EdgeNX Property in order to:

build a competitive product or service,

build a product using similar ideas, features, functions or graphics of any EdgeNX Property, or

copy any ideas, features, functions or graphics of any EdgeNX Property.

The EdgeNX name, the EdgeNX logo, and the product and module names associated with any EdgeNX Property are trademarks of EdgeNX, and no right or license is granted to use them outside of the licenses set forth in this Agreement.

Provided Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10, EdgeNX hereby grants Customer a limited, nontransferable, nonexclusive, non-assignable license to access and use the EdgeNX Property associated with any valid and effective SOW, for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of EdgeNX. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud.

All EdgeNX helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by EdgeNX and can be accessed through the EdgeNX “Help Center”. EdgeNX does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation.

Customer acknowledges that EdgeNX may continually develop, alter, deliver, and provide to the Customer ongoing innovation to the Services, in the form of new features and functionalities. EdgeNX reserves the right to modify the Services from time to time. Any modifications or improvements to the Services listed on the SOW will be provided to the Customer at no additional charge. In the event that EdgeNX creates new products or significant enhancements to the Services (“New Services”), and Customer desires these New Services, then Customer will have to pay EdgeNX the appropriate fee for the access to and use of the New Services. EdgeNX shall use commercially reasonable best efforts to provide workarounds in the event any modification to the Services causes Customer to lose substantial functionality of the Services.

EdgeNX in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to EdgeNX in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to EdgeNX a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the EdgeNX products and services.

Indemnification
EdgeNX will defend at its expense or settle any third-party claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights. EdgeNX will pay infringement claim defense costs, EdgeNX–negotiated settlement amounts, and damages finally awarded by a court. EdgeNX has no obligation for any claim of infringement arising from Customer’s use of the Services for purposes not contemplated by this Agreement. EdgeNX’s indemnification obligations under this Section 15 are conditioned upon the Customer:

promptly notifying EdgeNX of any claim in writing;

cooperating with EdgeNX in the defense of the claim; and

granting EdgeNX sole control of the defense or settlement of the claim.

The indemnification obligations of EdgeNX herein shall not apply to any claims of intellectual property infringement related to Customer Content.

Responsibilities of the Parties
EdgeNX will not be liable for any act, omission of act, negligence, or defect in the quality of service of any underlying carrier, licensor, or other third-party service provider whose facilities or services are used in furnishing any portion of the Service received by the Customer.

EdgeNX will not be liable for any failure of performance that is caused by or the result of any act or omission by Customer or any entity employed/contracted on the Customer’s behalf. During Project Development, Customer will be responsive and cooperative with EdgeNX to ensure the Project Development is completed in a timely manner.

Customer agrees that it is solely responsible for the end-user’s personal data that Customer decides to solicit, collect, store, or otherwise use in connection with any Service provided by EdgeNX. Customer understands and agrees that EdgeNX provides certain solutions with increased security measures for the solicitation and storage of any sensitive data, and it is Customer’s responsibility to determine whether the data it solicits and collects should be stored in such solutions. Customer understands and agrees that EdgeNX does not have knowledge or control over what type of data Customer solicits therefore EdgeNX has no responsibility for the use or storage of end-users’ personal data in connection with the Services or the consequences of the solicitation, collection, storage, or other use by Customer or by any third party of any personal data. Customer has the sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted and stored by EdgeNX. Customer shall not provide to EdgeNX or allow to be provided to EdgeNX any content that:

infringes or violates any 3rd party’s intellectual property rights, rights of publicity or rights of privacy;

contains any defamatory material; or

violates any federal, state, local, or foreign laws, regulations, or statutes.

Customer is responsible for all activity that occurs under Customer’s accounts by or on behalf of Customer. Customer agrees to:

be solely responsible for all designated and authorized individuals chosen by Customer (“User”) activity, which must be in accordance with this Agreement and the EdgeNX Terms of Use;

be solely responsible for the Customer data;

obtain and maintain during the term all necessary consents, agreements and approvals from end-users, individuals or any other third parties for all actual or intended uses of information, data or other content Customer will use in connection with the Services;

use commercially reasonable efforts to prevent unauthorized access to, or use of, any User’s log-in information and the Services, and notify EdgeNX promptly of any known unauthorized access or use of the foregoing;

use commercially reasonable efforts to prevent unauthorized access to or use of the Services and EdgeNX Property and shall promptly notify EdgeNX of any unauthorized access or use of the Services and/or EdgeNX Property and any loss or theft or unauthorized use of any User’s password or username and/or personal information; and

use the Services only in accordance with applicable laws and regulations.

The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use and provision of any of the Services or EdgeNX Property.

EdgeNX shall not be responsible for any act or omission of any third-party vendor or service provider that Customer has selected to integrate any of its Services with.

Customer understands that EdgeNX must fastidiously allocate resources across all of its customers and specifically reserves necessary resources for Customer’s Project Development. If any professional services, such as consulting or training, purchased by Customer are not used during the Project Development phase solely due to the inaction or unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The Customer may re-schedule any unused professional services during this 30-day period as mutually agreed upon by the Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon the expiration of the 30-day period.

Data Security
EdgeNX shall, at all times, comply with the terms and conditions of its Privacy Policy. EdgeNX will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. EdgeNX will not modify Customer Data or disclose Customer Data, except:

in order to provide the Services;

to prevent or address service or technical problems in connection with support matters;

as specifically directed or expressly permitted in writing by Customer;

in compliance with our Privacy Policy; or

if compelled by law.

Notwithstanding the foregoing, EdgeNX reserves the right to delete, suspend, or block known malicious accounts without Customer authorization. Customer understands that EdgeNX has no obligation to provide the Services or maintain the Customer Data, information or other material if Customer’s accounts are past due and unpaid as set forth in this Agreement.

Customer acknowledges and agrees that EdgeNX utilizes third-party service providers to host and provide the Services and store Customer Data and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of Customer’s Data. Notwithstanding anything to the contrary, EdgeNX shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and EdgeNX will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other EdgeNX offerings.

EdgeNX may offer Customer the ability to use third-party applications in combination with the Services. Any such third-party application will be subject to acceptance by Customer. In connection with any such third-party application agreed to by Customer, Customer acknowledges and agrees that EdgeNX may allow the third-party providers access to Customer Data as required for the interoperation of such third-party application with the Services. The use of a third-party application with the Services may also require Customer to agree to a separate agreement or terms and conditions with the provider of the third-party application, which will govern Customer’s use of such third-party application.

In the event of a security breach due to the sole negligence, malicious actions, omissions, or misconduct of EdgeNX, EdgeNX, as the data custodian, will comply will all remediation efforts as required by applicable federal and state law.

Support
EdgeNX will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards, including maintaining Services availability 24 hours a day, 7 days a week with 99.9% uptime. Customer may submit support requests via email or through the online ticketing system. EdgeNX will use commercially reasonable efforts to acknowledge and respond to properly submitted support requests within one (1) business day of receipt. Support service does not include support for errors or limitations caused by third-party products or applications for which EdgeNX is not responsible. If a reported problem cannot be resolved promptly, Customer will be provided a ticket number that will be used as the primary communication method throughout ticket escalation until a resolution is provided. EdgeNX shall have the sole discretion to determine in good faith whether support requests exceed reasonable use or are outside the scope of services outlined in any SOW.

If a reported problem cannot be solved during the first support interaction, Customer will be provided a ticket number that will be used as communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors caused by third-party products or applications for which EdgeNX is not responsible.

Marketing
Customer hereby authorizes EdgeNX to include EdgeNX’s name and logo inconspicuously within the Customer’s instance of the Services. Customer may publicly refer to itself as a customer of the EdgeNX Services, including on Customer’s website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld.

Limitation of Liability
EdgeNX’ liability arising out of or related to this Agreement, or any associated SOW, will not exceed the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability.

In no event will EdgeNX be liable to Customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement.

The liabilities limited by Sections 32 and 33 apply:

to liability for negligence;

regardless of the form of action, whether in contract, tort, strict product liability, or otherwise;

even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and

even if Customer’s remedies fail of their essential purposes.

If applicable law limits the application of the provisions of this Limitation of Liability section, EdgeNX’ liability will be limited to the maximum extent permissible.

Warranties & Disclaimer
Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and the performance of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that Customer’s billing information provided on the Contact Sheet is correct; and it has all necessary rights in the Customer Content to permit Customer’s use of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is bound.

EdgeNX warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and free of any material defect. EdgeNX warrants to the Customer that, upon notice given to EdgeNX of any defect in design or fault or improper workmanship, EdgeNX will remedy any such defect. EdgeNX makes no warranty regarding, and will have no responsibility for, any claim arising out of:

a modification of the Services made by anyone other than EdgeNX, even in a situation where EdgeNX approves of such modification in writing; or

use of the Services in combination with a third-party service, web hosting service, or server not authorized by EdgeNX.

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by EdgeNX or by third-party providers, or because of other causes beyond EdgeNX’s reasonable control, but EdgeNX shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS AND EdgeNX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR COURSE OF DEALING.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY EdgeNX TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

Force Majeure
No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of public enemy, internet service provider failure or delay, third-party application failure, denial of service attack, or other cause of similar or dissimilar nature beyond its control.

Taxes
The amounts owed for the Services exclude, and Customer will be responsible for, all sales, use, excise, withholding and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity in connection with the Services (excluding taxes based solely on EdgeNX’s income). If the Customer is tax-exempt, the Customer must provide EdgeNX proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Customer agrees to pay for all resulting fines, penalties, and expenses.

Other Documents
This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provision in the body of this Agreement and any exhibit, amendment, or addenda hereto or any SOW, the terms of such exhibit, amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding SOWs) will be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement.

Interlocal Purchasing Consent / Cooperative Purchasing
With the prior approval of EdgeNX, which may be withheld for any or no reason within EdgeNX’s sole discretion, this Agreement and any SOW may be extended to any public entity in Customer’s home state to purchase at the SOW prices and specifications in accordance with the terms stated herein.

To the extent permitted by law, the terms of this Agreement and set forth in one or more SOW(s) may be extended for use by other local government entities upon execution of a separate agreement, SOW, or other duly signed writing by and between EdgeNX and such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms.

Miscellaneous Provisions
The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not void, affect the validity or enforceability of any other provision of this Agreement.

The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

The Parties will use reasonable, good-faith efforts to resolve any dispute between them in good faith prior to initiating legal action.

This Agreement and any SOW, to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no certification authority or other third-party verification is necessary to validate its electronic signature and that the lack of such certification of third-party verification will not in any way affect the enforceability of the Parties’ electronic signature or any resulting agreement between EdgeNX and Customer.

Due to the rapidly changing nature of software as a service and digital communications, EdgeNX may unilaterally update this Agreement from time to time. In the event EdgeNX believes such change is a material alteration of the terms herein, EdgeNX will provide Customer with written notice describing such change via email or through its website. Customer’s continued use of the Services following such updates constitutes Customer’s acceptance of the same. In the event Customer rejects the update to the terms herein, Customer must notify EdgeNX of its objection within ten (10) days receipt of notice of such update.