Policies

Software as a Service Agreement & Terms and Services

This Software as a Service Agreement is entered into as of the date reference on the Order Form (the “Effective Date”).

BETWEEN:

Wisedocs USA Inc., a corporation incorporated under the laws of Delaware, having its principal place of business at 1065 Sw 8TH St Miami Florida 33130 (“Supplier”);

AND:

Client [enter client information as per the Service Order Form] (“Customer”).

NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Supplier (each a “Party” and together the “Parties”) agree as follows:

Section 1. Definitions

In this Agreement, the following terms will have the following meanings:

1. “Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For the purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity;
2. “Agreement” means this agreement and any statements of work hereto, as each may be amended from time to time in accordance with the terms of this Agreement;
3. “Claim” has the meaning set out in Section 10.1;
4. “Confidential Information” means all information (which includes Customer Data) of a confidential or proprietary nature in any medium or format, whether or not marked or described as “confidential”, of or which relates to a Party or any of its Affiliates (collectively, the “Disclosing Party”) provided to the other Party or to any of its Affiliates (collectively, the “Receiving Party”) in the course of the dealings relating to this Agreement including, without limitation, technical, financial or business information, Personal Data, data, ideas, concepts or know-how. Confidential Information shall not include any information which: (a) is or becomes publicly known through no wrongful act or failure to act on the part of the Receiving Party; (b) is rightfully obtained by the Receiving Party, free from any obligation of confidence, from a third party which has represented to the Receiving Party that such source is entitled to disclose that information; (c) is known to the Receiving Party prior to such information having been furnished to the Receiving Party in the course of the dealings relating to this Agreement and was not subject to any confidentiality obligation on the part of the Receiving Party; or (d) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information;
5. “Customer Data” has the meaning set out in Section 2.4;
6. “Fees” has the meaning set out in Section 6.1;
7. “Intellectual Property” means anything that is or may be protected by any Intellectual Property Right such as, but not limited to, works, performances, discoveries, inventions, trade-marks (including trade names and service marks), domain names, industrial designs, trade secrets, data, tools, templates, technology (including software in executable code and source code format), documents or any other information, data or materials and the expression of the foregoing, Confidential Information as applicable, mask work, integrated circuit topographies and any other proprietary information;
8. “Intellectual Property Rights” means any and all current and future worldwide intellectual and industrial property rights including, without limitation, all patent rights, copyrights, trade-mark rights, rights to trade secrets and know-how;
9. “Personal Data” means information contained in the Customer Data which relates to an identified or identifiable individual;
10. “Services” means the “software as a service” services as further described in the "Service Order Form" or referenced herein; and
11. “Term” means the length of time that the agreement will last for.

Section 2. Scope

2.1 Scope of Services. Supplier shall provide the Services to Customer in accordance with the terms and conditions of this Agreement and as specified in Schedule “A”.

2.2 Affiliates. Customer acknowledges and agrees that Supplier has made the Services available to Customer, and they shall not apply to any Customer Affiliates except as otherwise expressly agreed to in writing by Supplier, and provided that such Customer Affiliate agrees in writing to be bound by the terms and conditions set forth in this Agreement as though it were Customer hereunder. Customer acknowledges and agrees that in such circumstance, Customer shall be liable for its Affiliate’s acts, failures to act, default or negligence including being liable for the payment of all amounts due under Fees for Services by a Customer Affiliate.

2.3 Restrictions on Use. Customer agrees that it shall not and shall not permit or enable others to:

• copy the software used in the Services in whole or part;
• alter, modify, adapt, create derivative works based on, translate, deface, or reverse engineer, decompile or disassemble any of the Services or attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or otherwise create derivative works of any software used in the Services;
• use any aspect of the Services to create, market or distribute any product or service that is competitive with the Services;
• bypass or breach any security device or protection used for or contained in the Services; or
• rent, publish, transfer, sell, lease, license, sublicense, distribute, disclose or make available or permit use of or access to, or otherwise make available, any of the Services to any other person.

The Customer shall use the Services only in compliance with the Supplier’s standard policies then in effect and all applicable laws and regulations. The Customer shall indemnify and hold harmless the Supplier against any all damages, losses, liabilities, settlements and expenses (including without limitation legal fees) in connection with any claim or action that arises from an alleged violation of the Customer’s use of the Services. Although the Supplier has no obligation to monitor the Customer’s use of the Services, the Supplier may do so and may prohibit any use of the Services that it believes may be in violation of the foregoing.

2.4 License to Use Customer Data. For the Term of this Agreement, Customer hereby grants to Supplier a royalty-free, non-exclusive, non-transferable license to use, copy, store and display all data, files, documentation or any other information that Customer may provide in connection with the Services, including any documentation or data which (i) identifies the Customer’s individual clients; or (ii) contains the personal information of the Customer’s clients, patients, or employee’s; or the confidential business information of the Customer (“Customer Data”), solely and exclusively for the purpose of enabling and enhancing Supplier to perform its obligations under this Agreement. Supplier shall only use the Customer Data in accordance with the license granted hereunder and only for the purpose by which it was made available under this Agreement.

2.5 Customer Obligations. Customer shall obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, any modems, central processing units, servers, systems software, operating systems, networking, web servers and the like (the “Equipment”). Customer must also maintain the security of such Equipment, including all customer accounts, passwords (including, but not limited to, administrative and user passwords), and files and shall be solely responsible for the use of the Customer’s account whether or not used with the Customer’s knowledge or consent.

Section 3. Term

3.1 This Agreement shall commence on the Term Start Date and will automatically renew for successive one (1) year periods commencing on the anniversary of the Term Start Date, unless otherwise terminated by thirty (30) day’s written notice of either party of as provided in Section 4.

Section 4. Termination

4.1 Insolvency. Either Party may immediately terminate this Agreement, upon written notice to the other Party, if such other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other Party’s consent, if the other Party assigns its property to its creditors or performs any other act of bankruptcy or if the other Party becomes insolvent and cannot pay its debts when they are due.

4.2 Material Breach. In addition to any other rights and remedies available to it, either Party may immediately terminate this Agreement in the event of material breach by the other Party of its obligations hereunder, including any of the representations, warranties and covenants hereunder, provided that such breach is not cured within thirty (30) days of notification by the non-breaching Party of such breach.

4.3 Effect of Termination. In the event of a termination of this Agreement: (i) the rights granted by one Party to the other will immediately cease; (ii) Supplier shall issue Customer an invoice for all accrued Fees which shall be immediately due and payable upon Customer’s receipt of the final invoice; (iii) Customer will delete or return any software provided by Supplier in connection with the Services and provide evidence of such deletion to Supplier; and (iv) each Party will return or destroy all Confidential Information of the other Party and provide evidence of such return of destruction to the other Party.

Section 5. Changes to the Services

5.1 Changes. determine that a Change will have a material adverse effect on Customer’s business, Customer may first notify Supplier of such determination and allow Supplier to modify the proposed Change, or second, in the event that Supplier does not so modify the Change within thirty (30) days’ of Customer’s notification to Supplier, terminate this Agreement.

5.2 Change Requests. Customer may, at any time and from time to time, request additions, deletions, amendments or any other changes to the Services (a “Change Request”). Supplier shall respond within ten (10) days of receipt of the Change Request indicating whether, in its discretion, it is able to comply with the request, and any costs or other changes to this Agreement required to comply with such request, which such costs and other changes shall be deemed to be incorporated into this Agreement.

Section 6. Fees

6.1 Fees. Supplier will invoice Customer for the Services in accordance with the fee schedule set out in the “Service Order Form” (the “Fees”). Failure by Customer to pay any amount owing within such period shall constitute a material breach of this Agreement.

6.2 Taxes. Each Party shall be liable for its own taxes based upon net income, capital or gross receipts. All prices and license fees are exclusive of all applicable taxes such as national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees.

6.3 Renewal Fees. The annual Subscription Fees as set out in the “Service Order Form” for any Renewal Term will increase by 6% over the Subscription Fees paid in the previous subscription period.

Section 7. Representations, Warranties and Covenants

7.1 Mutual. Each Party represents and warrants that: (i) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization and is duly qualified to conduct business to the extent required in the jurisdiction(s) in which the Party conducts its business the execution; (ii) and delivery of this Agreement will not breach any contractual duty it has to a third party; (iii) it has and will have full and sufficient right, title or authority to enter into and perform its obligations under this Agreement; and (iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

7.2 Breach. The failure of any of the above representations, warranties and covenants to be accurate at any time during the Term shall constitute a material breach of this Agreement.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SUPPLIER MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS RESPECTING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ARISING BY STATUTE, OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

Section 8. Confidentiality

8.1 Protection of Confidential Information. Receiving Party shall: (a) not access Confidential Information other than as necessary to exercise its rights of perform its obligations under and in accordance with this Agreement; (b) hold all Confidential Information of Disclosing Party in confidence; (c) not use or copy such Confidential Information except for purposes of and as permitted by this Agreement; (d) not disclose such Confidential Information or the provisions of this Agreement except to its directors, officers, employees or agents who have a need to know such information for purposes of and as permitted by this Agreement and have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations hereunder. Each Party agrees to use the same means it uses to protect its own confidential information of a like nature, but in any event, not less than reasonable means, taking into consideration the sensitivity and nature of the Confidential Information in question, to prevent the disclosure of Disclosing Party’s Confidential Information to third parties. Receiving Party shall be relieved from its obligations under this Section 8.1: (i) to the extent the Disclosing Party gives its prior written consent; or (ii) to the extent necessary to comply with applicable laws or regulations, or judicial or governmental order, provided that such Receiving Party uses commercially reasonable efforts to provide prior written notice of such disclosure (to the extent such disclosure is not required to be made immediately) to Disclosing Party to afford Disclosing Party the opportunity to seek a protective order. Receiving Party will promptly notify Disclosing Party in writing of any unpermitted disclosure or unpermitted use of any Confidential Information of Disclosing Party of which Receiving Party becomes aware.

8.2 Remedies. Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of this Agreement and that Disclosing Party may be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which Disclosing Party may be entitled at law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

Section 9. Proprietary Rights

9.1 Ownership. Customer acknowledges and agrees that this is a contract for services and not for goods or products, and that Supplier retains exclusive ownership of all Intellectual Property Rights in and to any and all Intellectual Property used to provide the Services (or parts thereof). For greater certainty, Supplier’s ownership rights extend to any and all improvements to the Services (or parts thereof) developed in the course of its relationship with Customer, whether based on Customer feedback, input, Anonymized Customer Data or otherwise.

9.2 Intellectual Property. Subject to Section 9.1, the Parties acknowledge and agree that nothing in this Agreement shall be construed to give either Party any right, title, or interest in the Intellectual Property of the other Party.

9.3 Customer Cooperation. Customer shall, during the Term: take reasonable measures to safeguard the software and documentation used in the Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access by third parties; promptly notify Supplier in writing if Customer becomes aware of: (i) any actual or suspected infringement, misappropriation or other violation of Supplier’s Intellectual Property in or relating to the Services; or (ii) any claim that the Services, including any production, use, marketing, sale or other disposition of the software or documentation used therein, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property or other rights of any person; and fully cooperate with and assist Supplier at Customer’s cost in all reasonable ways in the conduct of any Claim by Supplier to prevent or abate any actual or threatened infringement, misappropriation or violation of Supplier’s rights in, and to attempt to resolve any Claims relating to, the Services, including having Customer’s employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.

Section 10. Indemnity and Limitation of Liability

10.1 By Customer. Customer agrees to defend, fully indemnify and hold harmless Supplier from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever (each a “Claim”), for damages, losses, costs and/or expenses (including legal fees and disbursements) (“Losses”) arising out of or relating to (i) use of the Services, subject to Section 10.2; (ii) work done by Supplier at Customer’s request; (iii) all of Customer’s activities pursuant to this Agreement; and (iv) any violation of applicable law or the terms of this Agreement by Customer.

10.2 By Supplier. Supplier shall defend or settle any Claim brought against Customer arising out of or relating to any Claim that the Services infringe a third party’s intellectual property rights (an “IP Claim”). Supplier will fully indemnify and hold harmless Customer from and against any Losses that: (i) a court finally awards as a result of any IP Claim; or (ii) are agreed to by Supplier in any settlement arising from any IP Claim, in each case subject to this Section 10.

• Notwithstanding anything herein to the contrary, Supplier will have no obligation or liability to Customer under this Section 10.2 if: (i) the IP Claim is based upon, arises out of or is related to (a) the combination of any of the Services with any other software, hardware or products not provided by Supplier; (b) the use of the Services for other than its intended purpose; or (c) modifications, improvements and derivative works of Supplier created by or on behalf of Customer; (ii) Customer is in material breach of this Agreement or has failed to pay amounts due hereunder as set forth in Section 6.1; or (iii) Customer fails to notify Supplier of the Claim for which Customer seeks indemnification hereunder within ten (10) days of becoming aware of the IP Claim.
• In the event that the Services, or any part thereof, become the subject of an IP Claim, Supplier may, at Supplier’s option and expense: (i) replace or modify the Services with a non-infringing version of substantially equivalent function and performance; or (ii) terminate this Agreement. The obligations of Supplier set forth in this Section 10.2 shall constitute the sole and exclusive remedy of Customer with respect to any IP Claim.

10.3 Cooperation. In connection with any Claim or action described in this Section 10, the Party seeking indemnification will (i) give the indemnifying Party prompt written notice of such Claim or action; (ii) cooperate with the indemnifying Party (at the indemnifying Party’s expense) in connection with the defense and settlement of such Claim or action, and (iii) permit the indemnifying Party to control the defense and settlement of such Claim or action; provided that the indemnifying Party will not under any circumstances (a) settle such Claim or action without the indemnified Party’s prior written consent (which will not be unreasonably withheld or delayed), or (b) make an admission of liability on behalf of the indemnified Party without the indemnified Party’s prior written consent, and further provided that the indemnified Party shall be entitled to participate (at its expense) in the defense and settlement of such Claim or action.

10.4 Limitation of Liability.Except as set forth in Section 10.4(c), neither Party will be liable for any indirect, special incidental, consequential, punitive or exemplary damages, including, without limitation, loss of revenue or loss of profits, regardless of the form of action, whether in contract or in tort including negligence, even if the Party knew or should have known of the possibility of such damages and even if direct damages do not satisfy a remedy.

• Except as set forth in Section 10.4(c), neither Party’s liability for damages under this Agreement (whether in contract or tort, including negligence, or otherwise) will in any event exceed the amount paid by Customer pursuant to this Agreement in the six (6) months period preceding the event giving rise to the damages.
• The limitations and exclusions of liability provided for in Sections 10.4(a) and 10.4(b) will not apply to Claims arising from any breach of (i) Section 9 (Proprietary Rights); or (ii) any failure of Customer to pay any Fees.

Section 11. Dispute Resolution

11.1 Escalation Procedure. If the Parties are unable to settle a dispute arising from this Agreement, then notice shall be provided to the respective authorized representatives of Customer and Supplier. In the event such representatives are not able to resolve the dispute within five (5) days of the receipt of such notice, then such dispute shall be escalated to the immediate supervisors of such representatives, who shall have an additional ten (10) days to resolve such dispute.

11.2 Continued Performance. Subject to the provisions of this Agreement and other than the specific subject matter of the dispute, the Parties shall continue the performance of their obligations during the resolution of any dispute or disagreement unless and until this Agreement is terminated or expires in accordance with its terms.

11.3 Injunctive Relief. Notwithstanding the provisions of this Section 11, each Party shall retain the right and nothing shall prevent either Party from seeking immediate injunctive relief if, in its reasonable judgment, such relief is necessary to protect its interests prior to utilizing or completing the dispute resolution processes described in Section 11.1, including without limitation, in respect of a Claim by a Party based on a breach of the confidentiality obligations herein.

Section 12. General Provisions

12.1 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

12.2 Assignment. This Agreement may not be assigned by either Party in whole or in part, without the other Party’s prior written consent; provided that Supplier may assign this Agreement to a third party in connection with a sale of all or substantially all of its business or a change of control of Supplier.

12.3 Relationship of Parties. In all matters relating to this Agreement, Supplier and Customer are independent contractors of each other and nothing will be construed to create any association, partnership, joint venture, or relationship of agency or employment between the Supplier and Customer.

12.4 Publicity. Customer authorizes Supplier to (i) include Customer in any client or subscriber list; and (ii) use Customer’s name and/or trademarks for marketing and publicity on its website, in marketing materials and/or in press releases.

12.5 Excusable Delays. Should Supplier incur any delay in the provision of the Services resulting from any errors, defects or other problems contained in the information, materials and/or instructions provided to it by Customer, Supplier shall be excused from performance during the period of such delay, and Customer shall remain liable for any Fees incurred during such delay.

12.6 Force Majeure. Neither Party shall be liable to the other for a failure or delay in the performance of any obligation under this Agreement if such failure or delay is caused by an event beyond a Party’s control, including, but not limited to, any fire, power failure, act of God, labor dispute or government measure, armed conflict, acts of terrorism, nuclear, biological or chemical warfare, flood, explosion, pandemic or epidemic, or other cause beyond such Party’s reasonable control (a “Force Majeure Event”), provided that such Party gives prompt written notice of the Force Majeure Event to the other Party and resumes performance of obligations as soon as possible. Either Party may terminate this Agreement without penalty if such delay due to a Force Majeure Event continues for a period of ninety (90) days without cure.

12.7 Survival. The following sections shall survive the expiration or termination of this Agreement, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 2.6 (De-Identified Data); Section 8 (Confidentiality); Section 9 (Proprietary Rights); Section 10 (Indemnity and Limitation of Liability); Section 11 (Dispute Resolution); and Section 12.7 (Governing Law). For greater certainty, Customer’s obligations in respect of any Fees owing shall also survive, whether or not such Fees have been invoiced by Supplier.

12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Delaware for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.

12.9 Notices. All notices under the terms of this Agreement shall be given in writing and sent by registered mail or facsimile transmission or shall be delivered by hand respectively to the Client and the Company as per the indicated address in the Service Order Form. Or to any other person or address of which either Party may notify the other in writing from time to time. All notices shall be presumed to have been received when they are hand delivered, or five (5) days following the day of facsimile transmission.

12.10 Severability. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.

12.11 Waiver. A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

12.12 Remedies Cumulative. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

12.13 Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

12.14 Amendment. This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties.

12.15 Counterparts and electronically transmitted. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. A document signed and transmitted electronically by facsimile or email is to be treated as an original and shall have the same binding effect as an original signature on an original document.

12.16 Non-Solicitation. During the Term of this Agreement and continuing for a period of twelve (12) months after its expiry or termination, the Customer shall not directly or indirectly, solicit or attempt to solicit for employment, hire, employ, contract or recruit for the purposes of engagement, any person who is or was within the previous twelve (12) month period an employee of the Supplier.

12.17 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12.18 Use of AI. The Parties agree that the Supplier Products and Services include the deployment of artificial intelligence models to process Customer Materials for the purpose of indexing, categorizing and summarizing as further set forth in the Order Form ("AI"). Supplier agrees that: (a) all deliverables using AI will include human oversight, and (b) any use of AI in its provision of the Services will comply with all relevant data security and privacy requirements under the Agreement and the applicable Order Form. In furtherance of the foregoing, Supplier represents and warrants that Supplier developed, maintains, and adheres to industry standard security frameworks, such as the NIST Artificial Intelligence Risk Management Framework (as may be amended from time to time), that relate to the ethical and responsible training, use, and deployment of AI.

12.19 Entire Agreement. This Agreement and the Schedule attached hereto shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall replace all prior promises or understandings, oral or written.

AGREED TO AND SIGNED as per the Service Order Form.