MASTER SERVICES AGREEMENT

Last updated: 6/2/2023

This Master Services Agreement (the “MSA”) contains the terms and conditions that govern your access to and use of the Software and Services (as hereinafter defined) and is an agreement between you or the business you represent (“Customer”) and Core Management Services, LLC (“Company”). Company and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Please read this MSA carefully. You must agree to these terms in order to access and use the Software and Services. If you do not agree to these terms, you may not use the Software or Services. By using the Software or Services, you are agreeing to abide by the terms and conditions of the Agreement, including this MSA, any SOWs and any additional terms and policies, which are all expressly incorporated herein by reference.

RECITALS

WHEREAS, Company provides (a) various web-based software and service solutions, available via applicable website(s) and mobile apps, that enables users to manage janitorial, facility and quality control services (the “Software”); and (b) other consulting or software development services related to janitorial, facility and quality control services (the “Services”).

WHEREAS, Customer desires to obtain certain Software and/or Services from the Company and Company agrees to provide Software and/or Services to Customer pursuant to the terms and conditions of this Agreement.

WHEREAS, by signing an SOW or by accessing or using the Software or Services, Customer and any applicable Authorized Users affirm that they understand, accept and agree to abide by the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Definitions. For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined in this Agreement, will have the meanings specified below.
1. "Affiliate" means, with respect to a specified person, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
2. "Agreement" means this MSA and any and all SOWs entered into by the Parties in connection with this MSA.
3. "Authorized Checklists" means the number of checklists Customer is authorized to complete during any applicable timeframe as set forth on any applicable SOW.
4. "Authorized User" means any person that is authorized to use the Software by payment of all applicable fees.
5. "Confidential Information" means any proprietary information of Company, including, without limitation, the Software, the Services, the Documentation, formulas, data, reports, records, calculations, methods, techniques, systems, processes, works of authorship, Intellectual Property, and any memoranda, notes, analyses, compilations, studies or other documents prepared by any person based on, containing or otherwise reflecting any of the foregoing.
6. "Documentation" means all user instructions, release notes, help files, manuals, specifications, website screen pages, compliance documents and other materials and forms provided with the Software or the Services.
7. "Intellectual Property" means any and all concepts, ideas, inventions, know-how, show-how, designs, formulae, processes, techniques, trade secrets, artwork, software (including programs, program listings and programming tools), source code, algorithms, scores, models, derivatives, proprietary databases, web sites (including graphic designs, site map and architecture, and calculation, projection and modeling routines), improvements, manuals, documentation, reports, drawings and other intellectual property.
8. "Intellectual Property Rights" means any and all intellectual property rights including, but not limited to, patent rights (including patent applications and invention disclosures), copyrights, rights in database, moral rights, trade-marks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
Software and Services. This Agreement governs all of the Software and Services to be provided by Company to Customer. The specific Software and Services that Company shall provide to Customer, and the applicable fees for same, will be described in one or more proposals, purchase orders, or statements of work that Company provides to Customer (each, a “SOW”). Once the Parties mutually agree to a SOW in writing (either by execution of the SOW or by the Customer’s use of the applicable Software or Services described on the SOW), the SOW will become a part of, and governed under, the terms of this Agreement. If there is a material difference between the language in a SOW and the language in this MSA, then the language of the SOW will control, except that the terms set forth in Sections 4, 5, 9, 12, 13 and 16 of this MSA cannot be changed by an SOW unless the SOW expressly states that it is overriding conflicting provisions of this MSA.

License. During the Term of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable right and license to use the Software and to use the Documentation in connection with the use of the Software, solely for Customer’s internal business purposes, subject to the terms and conditions of this Agreement. The license granted to Customer herein is limited to the number of Authorized Users and/or Authorized Checklists set forth on any applicable SOWs. Customer shall not use or otherwise exploit the Software or the Documentation for any other purpose. This license is contingent upon payment of any applicable fees and compliance by Customer with any other terms and conditions applicable to users of the Software as set forth herein, in any applicable SOWs and in any applicable Documentation. Customer shall be responsible for all use of the Software, Documentation, and other associated materials, and for compliance with this Agreement, whether by Customer, employees or independent contractors of Customer, or by any other user using the Software on behalf of Customer. All rights not expressly granted to Customer herein are expressly reserved by Company.

Proprietary Rights.
1. As between Customer and Company, Company owns and shall retain, solely and exclusively, all rights, title and interest in and to (i) the Software; (ii) the Documentation; (iii) all the content (including, for example, illustrations, graphics, other visuals, video, copy, text, titles, etc.), code, data and materials that are part of the Software; (iv) the look and feel, design and organization of the Software and the compilation of the content, code, data and materials that make up the Software; (v) any and all Intellectual Property developed by Company in connection with the Software, the Documentation or any of the foregoing, including, without limitation, the Software source code and any artwork or graphics related to Company’s trademarks, trade names or logos (collectively, the “Company Intellectual Property”); and (vi) all Intellectual Property Rights in, to and/or embodied in or associated with the Company Intellectual Property and all copies and/or derivative works thereof. Nothing in this Agreement is intended to transfer or assign any such Company Intellectual Property from Company to Customer or to any other third party. All copyrighted materials shall bear the copyright mark of Company or its licensor. Any suggestions, ideas, enhancement or development requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Software shall belong solely to Company. The Software and the Company Intellectual Property shall include, without limitation, any and all custom software developed by Company for Customer (e.g. if Customer engages Company to provide software development services as part of the Services) and Customer shall have no Intellectual Property Rights whatsoever in any such custom software other than the license to the Software granted to Customer pursuant to this Agreement.
2. The Software may include third party software. Any software, data, information or other Intellectual Property licensed by Company from any third parties (“Third Party Intellectual Property”) is owned as specified by the original data source. The licensors of such Third Party Intellectual Property retain all of their respective rights including, but not limited to, any and all Intellectual Property Rights and nothing in this Agreement is intended to transfer or assign any such Third Party Intellectual Property to Customer or to any other third party.
3. All data and information input into Software by Customer and any other content, data, materials or other items provided or made available by Customer in connection with the use of the Software (the “Customer Content”) is and will remain the property of Customer and Customer shall retain all rights, title and interest in and to all Customer Content. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content. Company expressly disavows any ownership interest in any Customer Content.
Restrictions.
1. Customer shall not: (i) license, sublicense, sell, resell, transfer, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, or otherwise exploit the Software or any other Company Intellectual Property, in whole or in part; (ii) modify, adapt, translate or otherwise make any changes to the Software, any other Company Intellectual Property, or any part thereof; (iii) create derivative works from the Software or any other Company Intellectual Property; (iv) create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; (v) remove, alter or obscure any intellectual property, proprietary, attribution, or other legal notices; (vi) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Software or any other Company Intellectual Property, or any content thereof, or make any unauthorized use thereof; (vii) allow access, provide, divulge or make available the Software or any other Company Intellectual Property to any person other than an Authorized User; or (viii) otherwise use the Software or any other Company Intellectual Property except as expressly permitted herein.
2. Customer shall not use the Software to: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses, back doors, disabling devices or other harmful computer code, files, scripts, agents, or programs; (iii) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (iv) attempt to gain unauthorized access to the Software or its related systems or networks.
3. Neither Customer nor any Authorized User has any right to access, receive or examine any source code relating to the Software.
Acceptable Use Policy. At all times, the Software may only be used in accordance with Company’s Acceptable Use Policy, which is available here: Appendix A: Acceptable Use Policy, and which may change from time to time. Any change to the Acceptable Use Policy will become effective immediately upon the updates being posted to the aforementioned website. By continuing to use the Software, Customer and all Authorized Users shall be deemed to have accepted and agreed to any and all such updates to the Acceptable Use Policy and any and all new restrictions on use of the Software and the Documentation that may be included therein.
Fees. In consideration of the Software and Services to be provided by Company, Customer shall pay to Company the fees set forth on all SOWs. Company shall invoice Customer for all fees, and payment is due to Company within thirty (30) days after the date of the invoice. Unless otherwise stated in an SOW, all fees shall be invoiced, due and payable in advance of the year or month for which Software or Services are being provided. If applicable, payments made by ACH will be deducted from Customer’s designated bank account on the first business day of the year or month, as applicable, in which the Software or Services are to be provided. All charges and fees are exclusive of any and all taxes, duties, or similar charges imposed by any government or any of its agencies and instrumentalities. Customer shall pay or reimburse Company for all federal, state, dominion, provincial or local sales, use, personal property, withholding, excise or other taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the net income of Company).

Support and Maintenance. Fees for the Software include updates to the Software that the Company makes generally available and ongoing support and maintenance, up to the number of hours set forth on an SOW, if applicable (the “Authorized Hours”). Any support services that Customer may require in excess of the Authorized Hours will be billed on an hourly basis at Company’s then current hourly rates. Excluding scheduled maintenance and planned downtime, the Software will be available 99% of the time during any given month. Company will provide support according to the following response times:

Priority	Response Times 8:00 am – 5:00 pm EST	Response Times 5:00 pm – 8:00 am EST
Emergency - Critical problem; Software not available (all users and functions unavailable)	Immediate	Performance of a contact with you
High - Significant degradation of service (large number of users or business critical functions affected)	2 hours	Within first 2 hours of next business day morning
Medium - Limited degradation of service (limited number of users or functions affected, business can continue).	24 hours	24 hours
Low - Small service degradation (business can continue, only a few users affected).	48 hours	48 hours

Confidentiality.
1. Customer agrees that it shall: (i) not use any of the Confidential Information except for the purposes of using the Software, Services and Documentation consistent with the terms of this Agreement; (ii) not provide access to or disclose any Confidential Information to any third-party; and (iii) hold all Confidential Information in strict confidence and take actions to protect the Confidential Information in accordance with appropriate standards of care, which shall be no less than the care it uses to protect its own information of like importance and in no event less than reasonable care.
2. All of the foregoing obligations and restrictions will terminate with respect to any portions of the Confidential Information that Customer can demonstrate (i) was known by Customer prior to disclosure by the Company; (ii) was or subsequently becomes generally available in the public domain through no fault of Customer or any of its Affiliates, employees, or representatives; or (iii) is required to be communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of Customer under this Agreement, however, if reasonably possible, Customer shall give the Company written notice of such requirement prior to any disclosure so that the Company may seek a protective order or other similar remedy.
3. All Confidential Information, whether created by the Company or Customer, remains the property of the Company and, except as expressly set forth herein, no license or other rights to the Confidential Information is granted or implied hereby.
4. If this Agreement is terminated, then Customer will, upon the Company’s request, promptly deliver to the Company all Confidential Information, together with any copies thereof, in the possession or under the control of Customer, or, if such copies cannot be returned, Customer agrees to destroy such Confidential Information and copies thereof.
5. Customer shall use commercially reasonable efforts to maintain and update administrative, physical and technical safeguards to protect data and systems information for the secure use, transmission, access, storage and disposal of information.
6. Customer hereby consents to the disclosure of Customer identity and such other terms of this Agreement, as necessary, to any third party licensors of Third Party Intellectual Property for the purpose of enabling the Company to comply with the terms and conditions of such third party licenses. Any such information will be provided pursuant to an obligation of confidentiality and nondisclosure at least as stringent as that imposed by the Agreement.
7. Customer expressly acknowledges that any disclosure of Confidential Information would cause irreparable harm and, in the event of any actual or threatened violation of the provisions of this Section, the Company is entitled, without limiting any of the Company’s other remedies at law or equity, to obtain injunctive relief from any court of competent jurisdiction.
Responsibilities for Access and Use. Customer is responsible for (a) all use and access of the Software and Services by Customer and any employees, agents, representatives, contractors or other parties that gain access to the Software; (b) all acts and omissions of Customer and any employees, agents, representatives and contractors thereof with regard to or in connection with this Agreement; and (c) causing and ensuring the compliance of all Authorized Users with the terms and conditions of this Agreement. Customer shall abide by all applicable federal and state laws, rules, and regulations in connection with use of the Software, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall take any and all necessary and appropriate security precautions with respect to access to and use of the Software and any Customer Content.
User Information/Data Security. Customer acknowledges that the Company may collect and utilize Software usage data to better serve its customers, facilitate trouble shooting and improve the Company’s service offerings. Such information will not be disclosed in a form that specifically identifies Customer or any other person. The only personal information stored by Company in connection with Customer’s use of the Software are usernames, passwords and e-mail addresses of Authorized Users. Company shall use commercially reasonable efforts to maintain and update administrative, physical and technical safeguards to protect data and systems information for the secure use, transmission, access, storage and disposal of information, consistent with applicable laws and general industry standards.
Disclaimer of Warranties. THE SOFTWARE, SERVICES, DOCUMENTATION AND ANY OTHER MATERIALS OR SERVICES BEING PROVIDED BY THE COMPANY PURSUANT TO THIS AGREEMENT ARE BEING LICENSED AND PROVIDED TO CUSTOMER AND AUTHORIZED USERS “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CUSTOMER ACKNOWLEDGES THAT NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF THE COMPANY HAS AUTHORITY TO BIND THE COMPANY TO ANY REPRESENTATIONS OR WARRANTY CONCERNING THE SOFTWARE, THE SERVICES, OR ANY OTHER PRODUCT OR SERVICE PROVIDED PURSUANT TO THIS AGREEMENT AND NO ORAL OR WRITTEN INFORMATION OTHER STATEMENT MADE BY THE COMPANY OR ANY EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF THE COMPANY IS EFFECTIVE TO CREATE ANY WARRANTY OR OTHER LIABILITY OR OBLIGATION CONTRARY TO THIS DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE SOFTWARE OR ANY OTHER MATERIALS PROVIDED BY THE COMPANY WILL BE ERROR-FREE, PERFORM IN AN UNINTERRUPTED MANNER, OR THAT THE COMPANY WILL CORRECT ALL ERRORS; OR (B) THE SOFTWARE WILL BE FREE FROM LOSS, DAMAGE, ATTACK, VIRUSES, CORRUPTION, HACKING, OR OTHER SECURITY INTRUSION, AND THE COMPANY DISCLAIMS ANY LIABILITY RELATING TO SUCH BREACHES.
Limitation of Liability. IN NO EVENT SHALL THE COMPANY OR ANY AFFILIATE OF THE COMPANY BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES, OR THE USE OF THE SOFTWARE OR SERVICES. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED BY THE COMPANY, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES AND COSTS ASSOCIATED WITH THE SOFTWARE OR THE SERVICES, AS APPLICABLE, SHALL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY CUSTOMER TO THE COMPANY FOR THE SOFTWARE OR THE SERVICES, AS APPLICABLE, DURING THE PRECEDING TWELVE (12) MONTHS. The provisions of this Section allocate risks under this Agreement between Customer and Company. Company’s pricing of the Software and Services and any other service or materials ordered by or provided to Customer reflects this allocation of risks and limitation of liability. No action arising out of any breach or claimed breach of this Agreement or transactions contemplated by this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued. For purposes of this Agreement, a cause of action shall be deemed to have accrued when a Party knew or reasonably should have known of the breach or claimed breach.
Indemnification.
1. Indemnification by Company. The Company shall indemnify, defend or settle any action, suit or proceeding brought against Customer alleging that the Software infringes any U.S. patent or copyright and shall pay any final judgments awarded or settlements entered into and agreed to by the Company, provided that Customer gives prompt written notice to the Company of any such action, suit or proceeding and gives the Company the authority to proceed as contemplated herein. The Company shall have the exclusive right to defend any such action, suit or proceeding and make settlements thereof at its own discretion, and Customer may not settle or compromise such action, suit or proceeding, except with the prior written consent of the Company. Customer shall give such assistance, cooperation and information as the Company may reasonably require to defend, settle or oppose any such action, suit or proceeding.
2. Indemnity by Customer. Customer shall indemnify and hold harmless the Company and its members, managers, officers, employees, Affiliates and contractors from and against (i) breach of this Agreement by Customer; or (ii) any claim, action, suit or proceeding for infringement and/or misappropriation that arises or results from any of the exclusions set forth in Section 14.a.ii above.
Insurance. Company agrees to secure and carry as a minimum the following insurance covering the Software and Services to be provided under this Agreement:
1. General Liability Insurance in which the limit of liability shall be $1,000,000 for any one occurrence and $2,000,000 in the aggregate;
2. Professional Liability Insurance (errors and omissions) in which the limit of liability shall be $2,000,000 for any one occurrence and $2,000,000 in the aggregate;
3. Cyber Security Insurance in which the limit of liability shall be $2,000,000 for any one occurrence and $2,000,000 in the aggregate;
4. If applicable, Automobile Liability Insurance in which the limit of liability shall be $1,000,000 for any one occurrence and $1,000,000 in the aggregate; and
5. If required by law, Workers’ Compensation and Employer's Liability Insurance in an amount sufficient by virtue of the laws of the U.S., foreign country, state or other governmental subdivision in which the Services or any portion of the Services are performed.
Term and Termination. The term of this Agreement shall commence on the date that the Authorized User subscribed to the Software and continue for the subscription term specified therein (the “Term”). Term shall automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Term (“Renewal Term”). The per-unit pricing during any such Renewal Term shall be the same as that during the prior Term unless Owner has given Authorized User written notice of a pricing increase at least thirty (30) days before the end of such prior Term, in which case the pricing increase shall be effective upon Renewal Term and thereafter.
1. Term. This Agreement shall be effective beginning on the Effective Date and shall remain in full force and effect unless and until it is terminated pursuant to the provisions set forth in this Section 16 (the “Term”).
2. Termination. This Agreement and any SOWs may only be terminated as follows: (i) by mutual written agreement of the Parties; (ii) by Customer with thirty (30) days prior written notice to Company; (iii) by Company with ninety (90) days prior written notice to Customer; or (iv) by either Party if the other Party commits a material breach of this Agreement or a particular SOW and said breaching Party has not cured its breach within thirty (30) days of written notice of such breach. Unless otherwise agreed by the Parties in writing, no Party will terminate a SOW without cause prior to the SOW’s natural expiration date. Any termination under subsection (iv) above that is due to an uncured material breach of an SOW shall only be applicable to that particular SOW and shall not result in a termination of this MSA. Notwithstanding anything herein to the contrary, this MSA cannot be terminated if there are any SOWs still in effect.
3. Effect of Termination. All provisions of this Agreement that reasonably should survive termination will do so. Upon termination of this Agreement or any SOWs, Customer will be responsible to pay Company any and all setup fees and all recurring fees for the Software and Services through the date of termination. Termination is not Company’s exclusive remedy; all other remedies will be available to Company whether or not this Agreement (and the license granted hereby) is terminated.
4. Suspension of Software and Services. Customer expressly agrees and acknowledges that Company may suspend access to the Software or the Services for Customer without liability if: (i) Customer fails to pay any fees when due; (ii) Customer exceeds the number of Authorized Users or Authorized Checklists without payment of additional fees; (iii) Company reasonably believes that Customer is using the Software in violation of this Agreement; (iv) Customer does not cooperate with any reasonable investigation of a suspected violation of this Agreement; (v) there is an event for which Company believes that the suspension of Software access is necessary to protect Company or its customers; or (vi) if required by law. Company will provide advance notice of a suspension under this Section of at least 24 hours.
Miscellaneous.
1. Notices. Any notice, communication or request required or permitted to be given, made or accepted by any of the Parties to the others shall be in writing and given (i) by personal delivery, (ii) by a recognized overnight courier, or (iii) by e-mail. Notice by personal delivery shall be effective upon delivery. Notice deposited with overnight courier shall be effective 24 hours after such deposit. Notice given via e-mail shall be effective upon receipt. The contact information for the Parties shall be set forth on the SOWs and the contact information for notice of any of the Parties may change by notice given to the other Parties in the manner set forth herein.
2. Entire Agreement. This Agreement (including the MSA, all SOWs and all policies or other terms referred to herein or therein) contains the entire Agreement among the Parties with respect to the subject matter hereof and supersedes all prior Agreements, written or oral, with respect thereto.
3. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, personal representatives, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party, which shall not be unreasonably withheld; provided, however, that consent shall not be required for assignment of this Agreement in connection with the sale of all or substantially all of the assets of a Party and either Party may assign this agreement in connection with the sale of all or substantially all of the assets of the Party upon written notice to the other Party.
4. Waivers and Amendments. Company reserves the right to change any of the terms and conditions contained in this MSA or any policies referred to herein at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised MSA or policies at https://mysmartinspect.com/terms-conditions/. You are responsible for reviewing the agreements, terms, conditions and policies located at https://mysmartinspect.com/terms-conditions/and informing yourself of all applicable changes. Continued use of the Software or Services after Company’s posting of any updated MSA or policies shall constitute your acceptance of any such changes. If you do not agree to any changes, do not continue to use the Software or Services. The terms and conditions of this Agreement may only be waived a written instrument signed by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege under this Agreement, nor any single or partial exercise of any right, power or privilege under this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. Except as expressly provided herein, the rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law or in equity. The rights and remedies of any Party arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or Agreement contained in this Agreement (or in any other Agreement between the Parties) as to which there is no inaccuracy or breach.
5. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. Any dispute between the Parties hereto shall have exclusive jurisdiction in the state or federal courts located in Broome County, New York.
6. Severability. In the event that any provision of this Agreement, or the application of any such provision to any person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
7. Equitable Remedies. Each of the Parties (i) acknowledges that its failure to comply with any covenant in this Agreement may cause irreparable harm and that a remedy at law for such failure would be an inadequate remedy for the other Party, and (ii) consent to the other Party’s seeking from a court having jurisdiction specific performance, an injunction, a restraining order or any other equitable relief in order to enforce any such compliance without the necessity of proof of actual damages or the posting of a bond.
8. Other Terms and Conditions. The Parties recognize that printed form purchase orders, invoices and other commonly used form documents relating to the Software and the Services may contain terms and conditions which conflict with one or more of the terms of this MSA or any SOW. In case of any such conflict, the terms of this Agreement shall prevail unless Company specifically agrees otherwise in writing and, in the event of any conflict between the terms of this MSA and the terms of an SOW, the terms of the SOW shall prevail to the extent and with the exceptions set forth in Section 2 hereof.
9. Variations in Pronouns. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
10. Person. The term “person” as used herein means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
11. Counterparts. Any SOWs may be executed in two or more counterparts, including an electronic copy delivered by email, each of which shall be deemed an original but all of which together shall constitute one and the same document.
12. Construction. The headings in the Agreement are intended solely for convenience of reference and shall be given no effect in the interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.
13. Government Contracts. If Customer is a unit or agency of the U.S. Government (the “Government”) or is acquiring the Software for use by the Government, the Software shall be classified as “commercial computer software” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (“FAR”) and supplements thereto, Including the Department of Defense (“DOD”) FAR Supplement (“DFARS”). Use, duplication or disclosure by the Government is subject to restrictions in this Agreement and as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable.

Appendix A: Acceptable Use Policy

This Policy is a guide to the acceptable use of the Smart Inspect application and technology, which interacts with, or accesses, the Internet (Services). This Policy is in addition to any other terms and conditions under which Smart Inspect, through its parent company Core Management Services LLC, provides the Services to the user.

Smart Inspect may make reasonable modifications to this Policy from time to time by posting a new version of this document on the Smart Inspect website at the current URL. Revisions are effective immediately upon posting.

Questions about this Policy and reports of violations of this Policy should be directed to help@mysmartinspect.com

Any individual or user connected to Smart Inspect must comply with this Policy. The following guidelines will be applied to determine whether or not a particular use of the Services is appropriate:

Users must respect the privacy of others. Users shall not intentionally seek information on, or represent themselves as, another user unless explicitly authorized to do so by that user. Nor shall users obtain copies of, or modify files, other data, or passwords belonging to others.
Users must respect the legal protection applied to programs, data, photographs, written documents and other material as provided by copyright, trademark, patent, licensure and other proprietary rights mechanisms.
Use should be consistent with guiding ethical statements and accepted community standards. Use of the Services for malicious, fraudulent, or misrepresentative purposes is not acceptable.
The Services may not be used in ways that violate applicable laws or regulations in any relevant jurisdiction.
Repeated, unsolicited and/or unwanted communication or advertising of an intrusive nature is strictly prohibited. Continuing to send e-mail messages or other communications to an individual or organization after being asked to stop is not acceptable.
Displaying, performing, sending, receiving or storing any content that is obscene, pornographic, lewd, lascivious, or excessively violent, regardless of whether the material or its dissemination is unlawful and strictly prohibited.
Accessing, sending, receiving, displaying, performing, disclosing, storing, or executing any content a) in violation of any copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property right, b) in violation of any applicable agreement, or c) without authorization;
Deleting or altering author attributions, copyright notices, or trademark notices, unless expressly permitted in writing by the owner, is prohibited.
Obtaining unauthorized access to any system, network, service, or account is strictly prohibited.
Interfering with service to any user, site, account, system, or network by use of any program, script, command, or otherwise is strictly prohibited.
Introducing or activating any viruses, worms, harmful code and/or Trojan horses is strictly prohibited.
Reselling Smart Inspect’s services, in whole or in part, to any entity or individual, without Smart Inspect’s prior written consent, or misrepresenting the user’s relationship with Smart Inspect, is strictly prohibited.
By logging on, the user agrees to hold Smart Inspect harmless for any damages that may result from access to the Internet or inappropriate usage

The intent of this Policy is to identify certain types of uses that are not appropriate, but this Policy does not necessarily enumerate all possible inappropriate uses. Using the guidelines given above, we may at any time determine that a particular use is not appropriate.

Every user account created in Smart Inspect provides the user’s first name, last name, and email address. No other personal information is collected or used by Smart Inspect. Names are used to identify users within the system. Email addresses are used as unique logins for each user.

Users of the Smart Inspect system can log in via mobile applications or on the web page using an email and password. The password is chosen by the user upon sign up. Forgotten passwords can be reset on the forgot password page, using the link sent in an email. Passwords stored in the database are not plain text and are only known by the users.