Master Services Agreement

Last updated: July 16, 2025

The following terms and conditions apply to data center colocation licensed space, Internet connectivity, and cloud services provided by Dynascale Technologies, Inc. or its affiliates, as referenced in a service order with a customer. For purposes of this Agreement, the term “Company” shall mean the entity identified as the “Company” or “Provider” on a service order, or the affiliate of the Company providing the Services pursuant to Section 1 below.

The following terms and conditions apply to all services provided or licensed by Company or its affiliates:

1. SERVICES; SERVICE ORDERS; SUPPLEMENTS

1.1. Services and Service Orders.

‍This Agreement applies to each service provided by Company to Customer, including data center colocation licensed space (“Licensed Space”), Internet connectivity services, and cloud services (collectively, “Service(s)”). Each Service will be specified in a service order form (“Service Order(s)”) that must be executed by the Parties to be effective. The term “Customer” shall mean the entity identified on the Service Order and that receives Services from Company. Company and Customer are collectively referred to as the “Parties” or individually as a “Party.”

1.2. Supplemental terms.

As further detailed herein, specific types of Services are subject to additional terms and conditions as detailed in Parts II and III (each of Part II and Part III is sometimes referred to as a “Supplement”).

1.3. Company Affiliates.

‍The term “Affiliate” as used hereunder shall mean, with respect to either Party, any entity controlled by, in control of, or under common control with such Party. Customer acknowledges and agrees that at Company’s option, Services may be provided or licensed by Company, or by an Affiliate of Company, and that any charges or other amounts received by the Company under this Agreement, to the extent attributable to Services provided or licensed by an Affiliate of Company, shall be received by the Company in its capacity as an agent on behalf of such Affiliate. Internet connectivity services will be provided through Company’s network. In addition, an Affiliate of Company may execute a Service Order in which case, any and all references to Company herein shall be deemed to apply to that Affiliate.  

2. TERM.

2.1. Term.

‍The Term for each Service begins on the Acceptance Date (as defined below) applicable to such Service, and remains in effect until the expiration of the Term specified in the applicable Service Order unless earlier terminated as provided herein. The Term shall automatically extend for consecutive one-year renewal terms, unless either Party notifies the other of its intent not to renew at least sixty (60) days prior to the expiration of the then-current Term.

2.2. Termination by Either Party.

Either Party may terminate this Agreement by giving written notice to a defaulting Party if the defaulting Party:

1. Breaches any material term of the Agreement and fails to cure the breach within thirty (30) days after receipt of notice.

2. Becomes unable to pay its debts, files for bankruptcy, ceases to do business, enters into an assignment for benefit of creditors, undergoes judicial management, commences a liquidation process, has a receiver appointed, or begins winding up or similar processes.

3. Is not complying with the law or is exposing the Company to violations of law.  

2.3. Termination by Company.

Notwithstanding Section 2.1, Company may terminate the Agreement upon ten (10) days written notice to Customer if Customer fails to pay Fees when owed. If Customer fails to cure a payment default, Customer will be responsible for all collection costs including without limitation reasonable attorneys’ fees.  

2.4. Suspension for Non-Payment.

Without limiting the Company’s rights under this Section 2, if Customer fails to cure any payment default under the Agreement within ten (10) days after notice of default (or upon immediate written notice if Customer’s account is past due on two (2) or more occasions during an eight (8) month period), Company may suspend the Services.

2.5. Effect of Termination.

A termination of the Agreement will terminate all Service Orders. Customer will remove all Customer Equipment from the Licensed Space within ten (10) days after receiving notice of termination or expiration of an applicable Service Order (or within thirty (30) days if Company breaches). Upon termination, Company may immediately remove and return Customer Equipment at Customer’s risk and expense. Company may consider Customer Equipment abandoned if unable to contact Customer or Customer fails to pay shipping costs. In that event, Company may store at an on-site or off-site location Customer Equipment and upon thirty (30) days’ prior written notice, dispose of such Customer Equipment pursuant to applicable laws.

2.6. Acceptance Date

‍The “Acceptance Date” for each Service shall be the earliest of (a) the date on which Customer delivers written notice of acceptance, (b) the date on which Customer begins to use a Service, other than for testing purposes, or (c) the second (2nd) business day following Company’s delivery of a notice of connection (“Connection Notice”), unless Customer notifies Company in writing within said two-day period of a Defect in the Service, specifying in detail the nature of such Defect. A “Defect” exists if the Service does not function materially in accordance with the technical specifications as set forth in this Agreement (“Specifications”). Upon receipt of a notice of Defect, Company and Customer shall work to promptly resolve such Defect, and when Company delivers another Connection Notice, the Acceptance Date process detailed above shall restart. If the Acceptance Date is delayed as a result of any failure, act, or omission of Customer, then Company will give Customer written notice to cure such failure within five (5) calendar days. If Customer fails to cure within such period, the Acceptance Date will occur at the end of those five (5) calendar days.

3. CHARGES; PAYMENTS.

3.1. Charges.

‍Company will invoice Customer for any non-recurring charge (“NRC”) associated with a Service upon or after execution of the applicable Service Order. The monthly-recurring charge (“MRC”) associated with the Service shall begin to accrue on the Acceptance Date of such Service. Together, NRC and MRC are the “Fees” due under this Agreement and applicable Service Orders. Company will invoice Customer the MRC associated with the Service in advance, except Company will invoice Customer usage-based charges (if any) associated with the Service in arrears. An MRC for a partial month will be pro-rated. Customer shall be responsible for payment of the MRC for the entire Term specified in a Service Order.

3.2. Payments; Late Payments.

‍Customer shall pay each invoice within thirty (30) days of the date of the invoice (“Due Date”), without setoff or deduction. In the event Customer fails to make the full payment by the Due Date, Customer shall pay a late charge on all past due amounts at the lower of: (i) one and a half percent (1.5%) per month; or (ii) the highest rate permitted by applicable law. Further, Company shall be entitled to recover from Customer all collection costs, including without limitation reasonable attorneys’ fees.

3.3. Disputed Payments.

‍Customer may in good faith dispute charges set forth in an invoice, provided Customer notifies Company of such dispute in writing no later than thirty (30) days after the date of the invoice. Failure of Customer to notify Company of any dispute within the time allotted shall constitute a waiver by Customer of any dispute. In the event Customer disputes an amount in good faith, Customer must submit a documented claim in writing for the disputed amount and timely pay the undisputed amounts in accordance with Section 3.2. Customer shall submit all documentation as may reasonably be required to support its claim. If the dispute is resolved in favor of Customer and Customer previously paid the disputed amount to Company, Company will apply a credit to Customer’s account in the next billing cycle. If the dispute is resolved in Company’s favor and Customer has withheld the disputed amount, Customer must pay the disputed amount (together with any late payment charge pursuant to Section 3.2) within five (5) business days following notice of resolution of the dispute.

4. TAXES.

All charges set forth in a Service Order are exclusive of, and Customer shall be responsible for and agrees to pay, any and all applicable international, federal, state, and local use, excise, sales, value added, consumption, gross receipts, access, franchise and other taxes, fees, assessments, duties, and surcharges (including without limitation any universal service fund surcharge) in connection with the provision, sale, or use of the Services or facility furnished to Customer (collectively, “Taxes”). Customer shall not be responsible for, and Taxes will not include, taxes on Company’s net income. If Customer believes it is exempt from Taxes, Customer shall provide Company with a valid and duly executed exemption certificate and any other information as Company may require; such certificate will be honored from the date that Company receives such certificate and additional information from Customer. If any such exemption is ruled invalid, Customer shall reimburse Company for any Taxes, including without limitation any penalties and interest, arising from or in connection with such invalid claim of exemption.

5. COMPANY EQUIPMENT; COMPANY NETWORK.

5.1. Company Equipment; Company Network.

‍The telecommunications devices, apparatus, and associated equipment owned, leased, or otherwise obtained by Company to provide Services (“Company Equipment”) and Company’s fiber optic cable network and associated optical and electronic equipment used to deliver Services, whether owned, leased, or otherwise obtained by Company (“Company Network”) shall remain the sole and exclusive property of Company, and nothing contained herein or in any Service Order grants or conveys to Customer any right, title, or interest in any Company Equipment or the Company Network. Customer may not, and may not permit others to, alter, adjust, encumber, tamper with, repair, rearrange, change, remove, relocate, or damage any Company Equipment or the Company Network without the prior written consent of Company. Customer may not cause any liens to be placed on Company Equipment, the Company Network, or the Licensed Space, and will cause any such liens to be removed within ten (10) days of Customer’s knowledge or notice of such liens. Customer shall be liable to Company for any loss or damage to the Company Equipment or Company Network caused by Customer or Customer’s employees, contractors, agents, or end users. Nothing herein shall prevent Company from using the Company Network and Company Equipment to provide services to other customers. ‍

5.2. Extension of Network.

‍To the extent a Service Order requires Company to perform construction, extend the Company Network, or acquire additional rights, consents, or approvals (collectively, “Infrastructure”), Customer shall assist Company as requested. Company may terminate a Service prior to delivery if Company encounters unexpected costs or unavailable parts that make construction, extension, or acquisition impractical. Without liability to either Party, Company may provide Customer with an itemization of additional costs, and Customer may choose to pay such costs. If Customer does not pay the additional costs, then Company may cancel the applicable Service Order. Company is not liable to Customer or in breach of this Agreement if Company fails to perform Service Order demands because of (i) a Force Majeure Event, (ii) failure to construct, extend, or acquire Infrastructure, (iii) construction delays, or (iv) any other circumstances that occur beyond Company’s control.  

5.3. Customer Equipment (Colocation).

‍Customer shall, at its own expense, acquire any equipment necessary to implement or receive each Service (“Customer Equipment”). Company will have no obligation to install, maintain, or repair Customer Equipment. Customer shall prevent any hazard, interference, or obstruction that Customer Equipment may cause. Customer shall promptly upon notice from Company eliminate any such hazard, interference, or obstruction.

6. MAINTENANCE.

6.1. Scheduled Maintenance.

‍Company will use reasonable efforts to inform Customer by email of scheduled maintenance in accordance with the following timeframes, but failure to do so will not entitle Customer to credits. Company will make reasonable efforts to minimize disruption to Services while performing maintenance.  

1. Scheduled: 30 days in advance

2. Remedial: 3 days in advance

3. Urgent or Emergency: 0 to 3 days in advance

6.2. Damage Repairs (Colocation).

If Customer, its invitees, Customer Equipment, or a Customer end user causes any damage, disruption, or other issue that affects the Licensed Space, Contractor will pay Company for all associated time and materials to fix such issue at then-standard rates, or will pay the amount charged to Company, at Company’s option. At Customer’s request, Company may assist Customer in performing light duties or correcting minor problems with respect to the Customer Equipment. Customer agrees it will pay Company’s fees for such work.  

7. ACCESS TO LICENSED SPACE.

7.1. Customer Access.

‍Subject to the terms of this Agreement, Customer will have access to the Licensed Space twenty-four (24) hours per day, every day of the year. Customer will ensure that it and all authorized persons or entities that have access to the Licensed Space will comply with Company’s policies, including without limitation the Rules below. Provided Customer is not in default under this Agreement, Customer will maintain the right and authority to install, operate, maintain, and repair Customer Equipment in the Licensed Space. Customer will maintain and provide to Company an accurate and current list of authorized persons that may access the Licensed Space (“Authorized Persons”). Customer will be responsible and liable for all acts or ommissions of such Authorized Persons, and will indemnify, defend, and hold harmless Company and its Affiliates, owners, officers, directors, employees, and agents from and against any and all liabilities, losses, damages, costs, and expenses (including without limitation reasonable attorneys’ fees and costs) for third-party claims brought by, arising from, or related to Customer’s Authorized Persons.  

7.2. Interference.

‍Customer and its Authorized Persons shall not cause a threat to safety, risk of fire, or another hazard in the Licensed Space, and shall ensure that Customer Equipment does not mechanically or electrically interfere with Company’s operation or maintenance of the Licensed Space or with any other customer’s use of the data center (collectively, “Interference”). Upon notification of an Interference, Customer must within one (1) hour: (i) cease the Interference or provide an acceptable plan to Company to cease such Interference; or (ii) authorize Company to take action to cease the Interference, the cost of such action Company will bill Customer. If Customer fails to take proper action, then Company may take all steps to remedy the Interference, including suspension of Services. Company may terminate the Agreement if Customer fails to respond and take action within five (5) days, or an Interference occurs more than three (3) times in any twelve (12) month period.  

7.3. Property Owner and Manager Not Liable.

‍Company and its end-users shall not have recourse against the property owner or property manager of the Licensed Space or where Company Network or Company Equipment is located, as a result of or in reliance upon this Agreement. Without limiting the foregoing, this provision shall not be construed to impose any liability on Company, nor shall Company have any liability, for or on behalf of such property owner or property manager.

8. DEFAULT; REMEDIES.

8.1. Default By Customer.

‍In the event (i) Customer fails to timely and fully make any payment required in this Agreement, and such payment breach is not cured within five (5) days after Company provides written notice, or (ii) Customer breaches any other provision of this Agreement and such breach is not cured within fifteen (15) days after receipt of Company’s written notice, then Company may, at its sole option, either (a) terminate any and all Services, (b) suspend the affected Services to which the breach is related without further notice to Customer, or (c) pursue any other remedies available to Company at law or in equity, including without limitation for reimbursement of the cost of collection and reasonable attorneys’ fees. Company may suspend or terminate Service Orders if Customer engages in unlawful activities or a government agency requests or demands such suspension or termination. Customer may protest any government action by filing for injunctive relief against such agency. If a court enters an order against such government agency, and Customer provides proof of such order to Company, then Company may reinstate related Service Orders at Company’s discretion.  

8.2. Default By Company.

‍Customer may terminate a Service in the event Company breaches this Agreement with respect to such Service and such breach is not cured within thirty (30) days after Company’s receipt of written notice from Customer; provided that (i) if a breach subject to this Section 8.2 cannot be cured within thirty (30) days, but is capable of being cured within a reasonable time thereafter, then Customer may not terminate the Service if Company commences to cure within the thirty (30) day period and pursues such cure to completion, or (ii) for a non-material breach, Company provides Customer reasonable assurance that a similar breach will not subsequently occur.

9. INSURANCE.

9.1. Insurance (Colocation).

Each Party shall procure and maintain the following insurance coverage:

1.  Commercial General Liability and Umbrella or Excess Insurance. Commercial general liability (“CGL”) and, if necessary, commercial umbrella or excess insurance with a limit of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate, provided these limits may be achieved through a combination of primary and umbrella or excess policies and such insurance will include coverage for bodiliy injury and property damage. CGL insurance shall cover liability related to the Licensed Space, each Party’s respective equipment and property, operations, contractors, personal and advertising injury, and liability assumed under an insured contract. Each Party shall name the other Party as an additional insured on a primary and non-contributory basis. The Parties waive their rights to subrogation and will provide notice to the other Party of policy cancellation or non-renewal. Nothing in this section limits the responsibilities of the Parties. The coverage provided to the additional insured shall apply to the indemnification obligation identified in Section 10.2.

2.  Workers’ Compensation Insurance. Workers’ compensation and employers liability insurance as required by the laws and regulations applicable to the employees who are engaged in the performance of any activities hereunder or under a Service Order.  

9.2. Types and Proof of Insurance.

The insurance coverage required by this Section 9 shall be obtained on an occurrence basis from carriers having an AM Best Rating of at least A- or S&P rating of at least A. Upon request, a Party will provide the other Party with a certificate of insurance or other proof of such insurance. Customer waives all rights against Company and its agents, officers, managers, directors, and employees for recovery of damages to the extent these damages are covered by the insurance maintained pursuant to this  Agreement.

If any insurance coverage is not secured and maintained or is canceled, Company reserves the right to procure such insurance and to add the cost thereof to any sum owed Company from Customer under the applicable Service Orders. Nothing contained in these insurance requirements is to be construed as limiting Customer’s responsibility or liability for damages resulting from Customer’s use of the Licensed Space or Customer’s indemnification obligations.

10. LIMITATION OF LIABILITY; INDEMNIFICATION.

10.1. LIMITATION OF LIABILITY.

‍NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OF DATA, OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICE OR ANY SERVICE ORDER, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT FOR ANY AND ALL CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRE- SENTATION, AND OTHER TORTS, SHALL BE LIMITED TO THE LESSER OF: (A) PROVEN DIRECT DAMAGES OR (B) THE AGGREGATE AMOUNT OF PAYMENTS MADE BY CUSTOMER TO COMPANY FOR ANY RELATED SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CIRCUMSTANCES GIVING RISE TO THE CLAIM OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING UNDERLYING SERVICE PROVIDERS, OR ANY THIRD-PARTY EQUIPMENT, PRODUCTS, OR SERVICES NOT PROVIDED OR LICENSED BY COMPANY.

10.2. Indemnification.

‍Except to the extent of the other Party’s gross negligence or willful misconduct, each Party shall indemnify, defend, release, and hold harmless the other Party, its Affiliates, directors, members, officers, employees, managers, agents, representatives, and contractors (collectively, “Indemnitees”) from and against any third-party action, claim, suit, judgment, damage, demand, loss, or penalty, and any cost or expense associated therewith (including without limitation reasonable attorneys’ fees, expert fees, and costs) (collectively, “Claims”) imposed upon such Indemnitees as a result of any act or omission on the part of the indemnifying Party in connection with the performance of this Agreement. In addition to the foregoing, Customer shall indemnify, defend, release, and hold harmless Company and its Indemnitees from and against any third-party Claims brought against Company and its Indemnitees arising from or in connection with Customer’s (or its end users’) unlawful or improper use of a Service.

10.3. Indemnification Process.

If a Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of the Indemnifying Party’s choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party’s counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith. Indemnifying Party shall not enter into or acquiesce to any settlement without the Indemnified Party’s written consent.

11. REPRESENTATIONS AND WARRANTIES.

1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, AND COMPANY HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION (i) NON-INFRINGEMENT, (ii) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (iii) PERFORMANCE OR INTEROPERABILITY OF THE SERVICES WITH ANY CUSTOMER OR END-USER EQUIPMENT. NO WARRANTY IS MADE OR PASSED ON WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY OR FURNISHED BY ANY THIRD PARTY.

2. All Licensed Space and Services are provided or performed on an “as is” and “as available” basis. Customer’s use of the Licensed Space and Services is solely at its own risk.

3. Each Party represents and warrants to the other that (a) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement, (b) it will comply with all applicable federal, state, and local laws, statutes, rules, and regulations in connection with the provision and use of the Services, and (c) this Agreement constitutes a legal, valid, and binding obligation of each Party, enforceable against such Party in accordance with its terms.

12. CONFIDENTIALITY; MARKS AND PUBLICITY.

12.1. Confidentiality.

Neither Party, without the other Party’s prior written consent, shall disclose to any third party, including but not limited to its customers or prospective customers, any information supplied to it relating to the disclosing Party, its Affiliates, or its customers which the disclosing Party has designated as confidential, proprietary, or private or which, from the circumstances, in good faith should be treated as confidential (collectively, “Proprietary Information”). Proprietary Information shall not include any of the following: (i) information that has been, or is subsequently, made public by the disclosing Party; (ii) information that is independently developed by the receiving Party; and (iii) information that has been previously known by or disclosed to the receiving Party by a third party not bound by similar confidentiality restrictions. Pricing information exchanged in connection with this Agreement, or included in any Service Order, and the terms and conditions of this Agreement, are hereby designated as Proprietary Information. Neither Party shall permit any of its employees, Affiliates, contractors, or representatives to disclose Proprietary Information to any third party, and the Parties shall disclose Proprietary Information only to those of their employees, Affiliates, contractors, and representatives who need it in connection with the use or provision of Services. If a receiving Party is required by any governmental authority, applicable law, or court order to disclose any Proprietary Information, then to the extent permitted, such receiving Party shall provide the disclosing Party with written notice of such requirement promptly and prior to such disclosure. Upon receipt of such notice, the disclosing Party, at its expense, may either seek appropriate relief in advance of such disclosure to prevent the disclosure or waive the Proprietary Information protections.  

12.2. Service Marks, Trademarks, and Publicity.

Neither Party shall without the other Party’s prior written approval: (a) use a name, service mark, trademark, trade name, logo, or trade dress of the other Party; or (b) refer to that Party in connection with advertising, promotion, press release, or publication.

13. ASSIGNMENT.

‍Customer will not assign or transfer this Agreement or any Service Order without Company’s prior written consent; such consent will not be unreasonably withheld. Any assignment made in violation of this requirement shall be void and invalid. Notwithstanding the foregoing, either Party may assign this Agreement without the other Party’s consent to a person or entity (i) that controls, is controlled by, or is under common control with the assigning Party, (ii) which purchases all or substantially all of its assets or equity, or (iii) resulting from any merger, consolidation, or other reorganization involving such Party. Company may freely delegate its obligations hereunder, and assign or pledge its rights hereunder to lenders for financing purposes.

14. FORCE MAJEURE.

‍Neither Party shall be liable nor extend any credit or other remedy for any delay or failure to fulfill an obligation under this Agreement or any Service Order because of any cause beyond a Party’s reasonable control, including without limitation: acts of God, flood, pandemic, extreme weather, fire, natural calamity, terrorism, moratorium, law, order, regulation, action or inaction of any governmental entity or civil or military authority, power or utility failures, fiber or cable cuts caused by third parties, unavailability of rights-of-way, national emergencies, insurrection, riots, wars, strikes, lock-outs, work stoppages or other labor difficulties, pole hits, or material shortages.

15. NOTICES.  

Any notice required under this Agreement, including without limitation a request to terminate, or notice of termination, or any claim for breach, shall be provided to a Party in writing and transmitted either by (i) overnight courier or hand delivery, or (ii) certified or  registered mail, postage prepaid and return receipt requested. Notices shall be deemed delivered upon receipt. Notices to Customer shall be sent to the address specified in the Service Order. Notices to Company shall be sent to the following address:

Dynascale Technologies, Inc.
5940 S. Rainbow Boulevard

Las Vegas, NV 89118
Attn: Accounting Department

With a copy to counsel by email:

Legal@dynascale.com

A Party may change the address for notices by providing written notice to the other Party pursuant to this Section 15. All other notices, requests, or communications may be transmitted by email as specified in the invoice or Service Order or as otherwise directed by Company.

16. MISCELLANEOUS

16.1. Governing Law.

This Agreement shall be governed by the laws of the State of California without regard to its choice of law principles.

16.2. No Third-Party Beneficiaries.

The covenants, undertakings, and terms set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns. It is the explicit intention of the Parties that no person or entity other than the Parties (and, with respect to the provisions of Section 10, the Indemnitees) is or shall be entitled to any legal rights under this Agreement.

16.3. Relationship of the Parties.

The relationship between the Parties is not that of partners or agents for one another and nothing contained in this Agreement shall be deemed to constitute or create a partnership, joint venture, or similar relationship. Nothing in this Agreement shall be construed to authorize either Party to represent the other Party for any purpose whatsoever without that Party’s prior written consent. Each Party acknowledges that, in signing this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty other than as expressly set forth in this Agreement.

16.4. Order of Precedence.

If any conflict or contradiction exists between these general terms and conditions and a Supplement, the terms of a Supplement will control. If any conflict or contradiction exists between a Supplement and the terms of a Service Order, the terms of the Service Order will control. If any conflict or contradiction exists between these terms and conditions and the terms of a Service Order, the terms of the Service Order will control.

16.5. Non-Exclusivity.

‍This Agreement is non-exclusive. Both Parties may enter into similar arrangements with others, and Company may, as part of its normal business operations, actively market its services to any person or entity, including without limitation to Customer’s competition or end users.

16.6. Non-Waiver.

‍The waiver by any Party of a breach or default under this Agreement, any Supplement, or any Service Order, or the failure of any Party on one or more occasions to enforce any provision of this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provision, right, or privilege.

16.7. Survival.

‍The terms and provisions contained in this Agreement that by their nature and context are intended to survive performance by the Parties shall survive the completion of performance and termination or early termination of this Agreement, including without limitation provisions for indemnification, confidentiality, and the making of payments owed hereunder.

16.8. Headings.

‍Section and subsection headings are inserted for reference only, shall not be deemed a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction, or scope of any provisions.

16.9. Severability; Void or Illegal Provisions.

‍If any part of this Agreement, Supplement, or Service Order shall be deemed invalid or unenforceable by a court of competent jurisdiction, that part shall be severed from the Agreement, and the remainder of this Agreement will continue in full force and effect to accomplish the intent and purposes of the Parties.  

16.10. Entire Agreement; Amendment.

‍This Agreement, which includes all Supplements, Service Orders, exhibits and addenda attached hereto, comprises the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, and agreements, whether oral or written, with respect to such subject matter. This Agreement may be amended only by a written instrument executed by both Parties.

16.11. Counterparts.

‍This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. The Parties agree that fully-executed ink, electronic, facsimile, or email copies of this Agreement and corresponding Service Orders are legally binding and taken together shall constitute one and the same instrument.