Master Services Agreement

Master Services Agreement

This Services Agreement (this "Agreement"), effective on the date the proposal or agreement are signed, or payment is received (the "Effective Date"), and are incorporated in full by this reference. The Agreement is by and between The Sulfur Group, LLC ("Service Provider", “TSG”, or “Sulfur”) and you (Client", “You”, or “User”, and together with Service Provider, the "Parties", and each a "Party").

WHEREAS, Service Provider has the capacity to provide and is in the business of providing certain Strategy, Design, Technology, Marketing, Advertising, Digital, and Consulting services; and

WHEREAS, Client desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:

(1) Services. Service Provider shall provide to Client the services (the “Services“) set out in one or more statements of work or a proposal to be issued by Client and accepted by Service Provider (each, a “Statement of Work“) from time to time. The initial accepted Statement of Work or proposal is incorporated by reference. Service Provider is hereby instructed to treat Client’s verbal representations, including those unsubstantiated by documentation, as fact. Client hereby relieves Sulfur of any future requirement or demand to provide proof of such verbal representations and forgo undertaking any course of action which includes any claim to damages ensuing from or connected with our reliance upon such verbal representations. The details of the method and manner for performance of the Services by the Service Provider shall be under its own control.

(2) Service Provider Obligations. Service Provider shall:

2.1 Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:

(a) A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager”).

(b) A number of employees or contractors that it deems sufficient to perform the Services set forth in each Statement of Work, (collectively, with the Service Provider Contract Manager, “Provider Representatives”).

(3) Client Obligations. Client shall:

3.1 Appoint a sole representative with full authority to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Contract Manager”), with such designation to remain in force unless and until a successor Client Contract Manager is appointed.

3.2 Require that the Client Contract Manager have full authority to provide or obtain any necessary information and approvals that may be required by the Service Provider. The Client Contract Manager shall be responsible for coordination of briefing, review, and the decision-making process with respect to persons and parties other than the Service Provider and its sub-contractors.

3.3 Require that the Client Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.

3.4 Cooperate with Service Provider in its performance of the Services and provide access to Client’s premises, employees, contractors, documents, and equipment as required to enable Service Provider to provide the Services.

3.5 Review and respond to communications from Service Providers, including files, emails, text messages, within seventy two (72) hours. Service Provider shall deem non-response from Client as approval or acceptance of Service Provider’s inquiry or deliverable.

3.6 Take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Service Provider’s provision of the Services.

3.7 If, after the Client Contract Manager has approved a design, the Client or any other authorized person requires changes that require additional services from the Service Provider, the Client shall pay all fees and expenses arising from such changes as additional services.

(4) Fees and Expenses.

4.1 In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, the Scope of Work, Project Schedule and Deliverables under the applicable Statement of Work (“SOW”), Client shall pay the fees set forth in Service Provider’s fee schedule as outlined in the applicable SOW.

4.2 For those Services rendered to Client which fall outside the scope of the Work Schedule and Deliverables under the applicable SOW, Client shall be billed for Outsourced Creative Director services in accordance with the Fee Schedule set forth in Section ___ of the applicable SOW.

4.3 Client shall reimburse Service Provider for all reasonable expenses incurred in accordance with the Statement of Work if such expenses have been pre-approved, in writing by the Client Contract Manager, within 10 days of receipt by the Client of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation. Client shall incur an additional fee of twenty percent (20%) of an expense where Service Provider performs an administrative task related to the expense (by way of example, where Service Provider obtains business cards on behalf of Client).

4.4 Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.

AGREEMENT

This is an agreement (“Agreement”). Please read this Agreement carefully. By purchasing and/or using Sulfur’s products and services (the “Service”) described and offered on and throughout https://thesulfurgroup.com (our “Website”) and/or offered via an estimate or proposal in the form of email, PDF, or web link by our sales team, you are agreeing to the terms of this Agreement. You are also agreeing to the terms of our Privacy Policy.

DEFINITIONS

For the purposes of this Agreement, the definitions listed on this page apply and any undefined terms have the meaning ascribed to them in the context in which they are used in this Agreement.

SERVICE OR SERVICES

“Service” or “Services” collectively refers to all of the products and services Sulfur offers and provides, including, but not limited to Strategy, Design, Production, Marketing, Advertising, Digital, Website Development, Technology, and Consulting.

HOSTING SERVICES

NETWORK TRANSFER

CONTENT

SULFUR ACCOUNT

ACCOUNT OWNER

ACCOUNT CONTACT

WORK ORDER

REQUEST TO CLOSE

SUPPORT REQUEST

ADD-ONS

(5) Limited Warranty and Limitation of Liability.

5.1 Service Provider warrants that it shall perform the Services:

(a) In accordance with the terms and subject to the conditions set forth in the respective Statement of Work and this Agreement.

(b) Using personnel of commercially reasonable skill, experience, and qualifications.

(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

5.2 Service Provider’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:

(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than 60 days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.

(b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within 60 days after the effective date of termination, provide Client with progress and billings up to and including the date of termination which Client shall pay on a prorated basis.

(c) The foregoing remedy shall not be available unless Client provides written notice of such breach within 15 days after delivery of such Service or Deliverable to Client.

(d) In the event Client terminates the Agreement notwithstanding Service Provider curing a breach as prescribed in Section 5.2(b), Client shall incur an early termination fee of one half (1/2) of the Total Fee under the SOW.

5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(6) Intellectual Property.

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, and other materials that are delivered to Client under this Agreement, including any items identified as such in the Statement of Work (collectively, the “Deliverables“) shall be deemed worldwide royalty free as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such Deliverables and Intellectual Property Rights therein are therefore licensed by the Client. To the extent that the foregoing does not apply, Service Provider shall retain all rights, titles, and interests in and to all Deliverables and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. To the extent any copyrights are assigned under this Agreement, Client hereby irrevocably waives, to the extent permitted by applicable law, any and all claims the Client may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” with respect to all Deliverables and all Intellectual Property Rights therein.

(7) Confidentiality.

From time to time during the Term of this Agreement, either Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within five (5) days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 7 and Section 8.4 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, and service providers.

(8) Term, Termination, and Survival.

8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work, unless sooner terminated pursuant to Section 8.2 or Section 8.3.

8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a [material] breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach.

(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.

(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law.

(d) Is dissolved or liquidated or takes any corporate action for such purpose.

(e) Makes a general assignment for the benefit of creditors.

(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.3 Notwithstanding anything to the contrary in Section 8.2(a), Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for fourteen (14) days after Client’s receipt of written notice of nonpayment; or (b) more than one (1) time in any two (2) month period.

8.4 To the extent that this Agreement is terminated pursuant to Sections 8.2 or 8.3, Service Provider shall be compensated for the Services performed and Fees due through the date of termination.

8.5 The rights and obligations of the parties set forth in this Section 8.5 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party’s Group.

8.6 Upon a request by Client for a pause in performance of the Agreement, Service Provider shall have the sole discretion to place such pause at any time during the Term. The term “pause” refers to the temporary suspension or interruption of the Agreement by Service Provider and means a halt in the ongoing activities, tasks, or progress related to the Agreement. Upon pausing the project, the Client agrees that all Fees and Expenses (as defined in Paragraph 4 hereinabove) under the Agreement, including any outstanding invoices or amounts due, shall become immediately due and payable to the Service Provider.

In the event of a pause, Service Provider shall not be liable for any damages, losses, or expenses incurred by Client or any third party resulting from the pause, except to the extent caused by the Service Provider’s gross negligence or willful misconduct. Upon resumption of the project, any additional costs or expenses incurred as a result of the pause shall be borne by Client.

Client understands that the pausing of the project may result in unforeseen delays in project completion and acknowledges that the project timeline and deliverables may be adjusted accordingly. Service Provider shall work in good faith with Client to make such adjustments.

(9) Indemnification and Limitation of Liability.

9.1 Client agrees to indemnify, save and hold harmless Service Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement.

9.2 IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.3 IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK.

(10) Entire Agreement.

This Agreement, including and together with any related Statements of Work, proposals, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.

(11) Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party via electronic mail or by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid) to the addresses listed on the proposal or SOW.

(12) Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(13) Amendments.

This Agreement may only be modified or supplemented by Service Provider, and we reserve our right to amend or supplement this Agreement at any time, at our discretion. When we change it or supplement it, we will do our best to provide you notice and point out what is different or new. You are responsible for reviewing this Agreement and our Services for any rules or guidelines applicable to specific areas of our Services and any amendments or supplements to this Agreement, change in our rates or change to the Service (“Changes”). If at any time, you do not agree to the terms of this Agreement or any of the policies on our Website, please discontinue use of the Services immediately. Your continued use of the Service constitutes your acceptance and agreement with the Changes and all Changes shall supersede any previous agreement between you and Sulfur. Notice of any Changes shall be considered given and effective on the date that we update our Website with said Changes. You must periodically review this Agreement to ensure you know of any changes.

(14) Waiver.

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(15) Assignment.

Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement, including by virtue of any merger or corporate reorganization which may be deemed an assignment, without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 15 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.

(16) Successors and Assigns.

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

(17) Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(18) Instructions to Third Parties.

The Client specifically grants to the Service Provider the right to act on the Client’s behalf to give instructions on behalf of the Client to any person or entity involved in the Project, such as photographers, illustrators, writers, printers, and fabricators. Any such instructions or approvals by the Client may only be made through the Designer. The Client shall be bound by all such instructions given by the Service Provider within the scope of this Agreement.

(19) No Third-Party Beneficiaries.

Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(20) Choice of Law.

This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

(21) Choice of Forum.

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions in any forum other than the US District Court for the Central District of California or the state courts of the State of California sitting in Los Angeles County. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Central District of California or the state courts of the State of California sitting in Los Angeles County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(22) Mediation.

Notwithstanding Section 20, each Party irrevocably and unconditionally agrees that any dispute arising from this Agreement shall, at the request (the “Mediation Request”) of any Party (the “Disputing Party”), be submitted to mediation in accordance with the then-prevailing Commercial Mediation Rules of the American Arbitration Association (the “Rules”). The mediation shall be held in Los Angeles, California. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party (or Parties) of a Mediation Request, then any Party may request (on written notice to the other Party or Parties), that the American Arbitration Association appoint a mediator in accordance with the Rules. All mediation pursuant to this Section 21 shall be confidential and shall be treated as compromise and settlement negotiations, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by another Party in the mediation proceedings or about the existence, contents or results of the mediation award without the prior written consent of such other Party except in the course of a judicial or regulatory proceeding or as may be required by law, rule or regulation or requested by a governmental authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall give the other Party a reasonable opportunity to protect its interests. If the Dispute is not resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days of receipt by a Party of a Mediation Request in accordance with this Section 19 (whichever occurs sooner) or within such longer period as the Parties may agree to in writing, then any Party may file an action on the Dispute in any court having jurisdiction in accordance with Section 19 herein.

(23) Non-Solicitation.

Except as may be provided in any written agreement between the Parties entered into after the date hereof, each Party agrees that during the Term and for a period of twenty four (24) months after the expiration or earlier termination of the Term, without obtaining the prior written consent of the other Party, such Party shall not, directly or indirectly, for itself or on behalf of another person or entity:

23.1 disrupt, damage, impair, or interfere with the business of the other Party by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees, or otherwise inducing the termination of employment of any employee, of the other Party through the use of trade secret information and/or confidential or proprietary information of the other Party or other unlawful means to directly or indirectly solicit the employees of the other Party; or

23.2 interrupt, disturb, or interfere with the contractual or other business relationships of the other Party with its clients, Clients, suppliers, or other similar third parties by directly or indirectly soliciting business from or inducing or encouraging any client, Client, supplier, or other similar third parties of the other Party to alter, terminate, or breach its contractual or other business relationship with the other Party, using the trade secrets and/or confidential or proprietary information of the other Party, including the Client Information of the other Party or other unlawful means. Client Information includes, but is not limited to names, phone numbers, addresses, email addresses, order history, order preferences, pricing information, and other information identifying facts and circumstances specific to the Client and relevant to services.

(24) Non-Exclusivity.

24.1 The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Service Provider, and Service Provider shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Service Provider.

(25) Publicity and Portfolios.

25.1 Client agrees to allow Service Provider to use the completed Services as part of its portfolio, case studies and marketing efforts and mention Client in its marketing efforts and may provide, upon reasonable request, the occasional reference.

(26) Change Orders.

A “Change Order” is a written instrument in the form of Exhibit B that is executed by the Parties and states their mutual agreement to the following:

(a) a change in any Service Provider obligation under this Agreement or applicable Statement of Work;

(b) the amount of any related adjustment in the Service Fee; and

(c) the extent of any related adjustment to the Deliverable or Deliverable Completion Date;

26.2 Either Party may request a Change Order by submitting a request to the other Party in writing in accordance with the notice provisions in Section 11. Service Provider shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order executed by both Parties.

26.3 Notwithstanding anything to the contrary in this Agreement, no Fee or Deliverable Date adjustment will be binding on the Parties unless expressly stated in a Change Order executed by both Parties.

26.4 Either Party may request a Change Order by submitting a request to the other Party in writing in accordance with the notice provisions in Section 11. Service Provider shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order executed by both Parties.

26.5 Notwithstanding anything to the contrary in this Agreement, no Fee or Deliverable Date adjustment will be binding on the Parties unless expressly stated in a Change Order executed by both Parties.

(27) Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

(28) Force Majeure.

The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of twenty (20) days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.