Master Services Agreement

This Master Services Agreement ("Agreement") governs the delivery of any services ("Services") done by Unify Dots Corporation a Company incorporated in the State of Washington in the United States of America ("Unify Dots") for you (“Customer”).

1. Payment:

A. Compensation. Customer agrees to pay Unify Dots for the Services in accordance with the rates set forth in the Statement of Work which are applicable to the specific engagement.
B. Expenses. Customer will reimburse Unify Dots for travel, meal and incidental expenses incurred for any pre-approved travel required by Unify Dots resources. For onsite visits that require travel, if Customer chooses to cancel or re-schedule the originally agreed to dates, Customer will be billed for any non-reimbursable costs such as non-refundable airline tickets. Customer will also be billed for the scheduled dates that were changed or canceled based upon the following guidelines: If Unify Dots is notified of the date change or cancellation within 2 working days or less, Customer will be billed for 20% of the scheduled days at that contracted rate per hour plus any unrecoverable travel expenses.
C. Taxes. Customer will be responsible for paying any relevant VAT, GST, sales and withholding taxes for Services and software provided by Unify Dots under this Agreement.
D. Invoice procedures. All invoices are submitted by email to Customer. Invoices will be prepared semi-monthly for Services performed for the Customer. All invoices will be paid by the Customer within 10 days of the date of the invoice.  Customer shall be responsible for paying all bank fees and charges such that Unify Dots’ invoices are paid in full. Work may be suspended or discontinued if an account becomes 30 days overdue and may not be resumed until the account is paid in full. An annual service charge of 10% and a late fee of Five Hundred United States Dollars (USD 500) per invoice may be charged by Unify Dots on amounts delinquent over 60 days. In the case of any default in payment, Customer shall be responsible for paying all of Unify Dots’ costs including, without limitation, attorney’s fees and other litigation or settlement costs.
E. Software License: Any software licenses sold by Unify Dots to Customer will only be shipped or downloaded after full payment of the non-refundable software license and first year enhancement plan/ support plan fees (where applicable) are received by Unify Dots.
F. Software As a Service/ Subscription Offering: Any software made available under a subscription offering is only made available as a subscription as long as you continue to pay the subscription fees and stay current within your billing terms. If you do not pay your subscription fees on a timely basis, Unify Dots may immediately discontinue your use of the software and revoke your license to use the software.

2. Limitation of Liability:

A. Unify Dots’ total liability relating to the services or solution provided will in no event exceed an amount equal to the fees it receives from the Customer for the portion of the software or engagement giving rise to liability and may not exceed the total amount of fees paid by Customer to Unify Dots in the 12 months prior to a claim being raised. Neither party will be liable for any special, consequential, incidental or exemplary damages or loss (nor any lost profits, savings, or business opportunity).
B. Unify Dots will not be liable for any delays or failures in performance due to circumstances beyond Unify Dots’ reasonable control.
C. Any claim must be brought within 12 months of the occurrence of the original incident. Any claim, controversy or dispute arising from or in connection with this Agreement (except for a violation of Section 4) will be escalated through normal business procedures to the officer or senior management level as described in Section 10 prior to the commencement of any legal proceedings.

3. Non-Solicitation:

For a period of two years following termination of this Agreement, Customer will not actively solicit, employ or otherwise engage Unify Dots’ team members including employees, former employees or sub-contractors that performed Services for Customer for a period of two years from completion of the team members’ provision of Services to Customer. If Customer hires, employs or otherwise engages Unify Dots’ team members that performed Services for Customer it will pay (immediately on demand) to Unify Dots a recruitment fee that may not be less than eighteen months of compensation of the team member hired.

4. Confidentiality:

With respect to any information supplied in connection with this engagement and designated by either party as confidential, or which the other should reasonably believe is confidential based on its subject matter or the circumstances of its disclosure, the receiving party agrees to protect the confidential information in a reasonable and appropriate manner and use confidential information only to perform its obligations under this engagement and for no other purpose. This will not apply to information which is: (i) publicly known by any means other than a breach of the obligations of receiving party, (ii) already known to the recipient without an obligation to keep it confidential, (iii) disclosed by a third party without restriction, (iv) independently developed without reference to confidential information, or (v) required to be disclosed pursuant to legal requirement or order, provided, however, that the party subject to such requirement or order shall first use commercially reasonable efforts to notify the disclosing party of such requirement or order unless such notice is prohibited by statute, rule or court order. Both parties understand and agree that money damages will not be a sufficient remedy for any breach of this Section 4 by the receiving party and that the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, without having to post any bond or any other form of security, without having to show any likelihood of irreparable harm, and without having to prove that money damages would be an inadequate remedy. Such remedies will not be deemed to be the exclusive remedies for a breach by a receiving party of this Agreement but will be in addition to all other remedies available at law or in equity to the disclosing party.

5. Warranty:

Unify Dots warrants that its personnel shall perform the Services in a good and workmanlike manner in accordance with the applicable Statement of Work. Unify Dots’ sole obligation will be to correct any non-conformance with this warranty, provided that (A) Customer gives it a written notice within 30 days after the Services are performed (B) Unify Dots verifies that the claimed non-conformity is due to a failure of Services and/or Deliverables within the control of Unify Dots. Unify Dots does not warrant and will not be responsible for any third-party products or services (including any other applicable computer hardware and software warranties). 

Unify Dots shall re-perform the applicable Services and/or correct the applicable Deliverables to cure the non-conformity as promptly as possible, but in any event within such period as agreed upon by the parties in writing. 

THIS WARRANTY IS UNIFY DOTS’ ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLE AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, INTERFERENCE WITH USE OR ENJOYMENT OF USE, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE.

6. Severability:

If any provision of this Agreement shall be held invalid, illegal or unenforceable for any reason, such provision shall be severable, and the remainder of this Agreement shall continue in full force and effect. If a court finds that by limiting any such invalid, illegal or unenforceable provision, such provision will become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

7. Marketing Rights:

Unify Dots reserves the right to refer to Customer as a client in its marketing materials and include Customer’s name website and logos as part of its marketing material including but not limited to Unify Dots’ corporate website and press releases. Unify Dots may also mention Customer’s name and provide a general description of the engagement in Unify Dots’ client lists or marketing presentations to others. With Customer’s permission, Unify Dots may give Customer’s name and contact information to potential clients for a reference check.

8. Validity:

Any pricing on a quote, Statement of Work, or proposal submitted by Unify Dots is valid for 30 days from the date of the proposal or quote unless extended in writing by Unify Dots or indicated otherwise on the proposal or quote.

9. Force Majeure:

Unify Dots is not responsible for any delays arising out of natural disasters (earthquakes, hurricanes, floods etc.) or other "Acts of God", war, riots or other major upheaval, server failures, software glitches, labor disputes or the failure of third parties such as suppliers and subcontractors to perform their obligations to Customer.

10. Dispute Resolution:

Except in situations in which injunctive relief is necessary, if any dispute arises between the parties in connection with this Agreement, the disputed matter shall be referred to the parties’ respective executives responsible for administration of this Agreement for resolution. In the event these executives fail to resolve the dispute within fifteen (15) days after the referral of the dispute to them, the parties shall escalate the dispute to the parties’ respective Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Technology Officer, Chief Executive Officer or equivalent (“C-Level Officer”), for resolution. If the parties’ C-Level Officers are unable to resolve the dispute within fifteen (15) days of the referral of the dispute to them, or such longer period as agreed to in writing by the parties, each party shall have the right to commence any legal proceeding as outlined in Clause 11.

11. Governing Law:

Except as may otherwise be agreed by the parties in writing in respect of a specific Statement of Work, this Agreement and all Statements of Work hereunder shall be governed by and construed in accordance with the laws King County, State of Washington without regard to its conflicts of law principles. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved via binding arbitration in the English language by a sole arbitrator in the Greater Seattle Area, State of Washington. The arbitrator’s decision will be final and may be entered into in any court of competent jurisdiction. Each party will pay 50% of the arbitrator’s fees.

12. General:

A. No term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent. 

B. Waiver of the breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach. No failure or delay in exercising any right, remedy or power under this Agreement will operate as a waiver of any other right, remedy, or power.

C. The parties to this Agreement are independent parties. Neither party is an agent or representative of the other party and neither shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

13. Notice: 

Any notice or demand that is required or provided to be given under this Agreement will be deemed to be sufficiently given and received for all purposes when delivered by hand, or globally recognized overnight courier, or five days after being sent via certified mail return receipt requested, to the address identified below, or via email, and to the attention of such other person(s) or officer(s) as either party may designate by written notice.

If to Customer: Customer to email contact information to info@unifydots.com

If to Unify Dots:  

Attn: General Counsel, 

Email: legal@unifydots.com

Unify Dots Corporation

2226 Eastlake Ave E

Ste 510

Seattle, WA 98102

United States of America

14. Term and Termination:

Customer and Unify Dots expressly acknowledge and confirm that this Agreement will become effective on the date the first Statement of Work is authorized by the Customer. If under a subscription agreement or under a fixed term ("Contract Term"), this Agreement shall continue in full force for the period of the Contract Term. On expiration of the Contract Term, or if not under a Contract, this Agreement shall continue until terminated by either party with 90 days prior written notice to the other party. In the event of termination, the Customer will pay Unify Dots for all services performed by Unify Dots and expenses incurred by Unify Dots as of the effective date of termination. Sections 2, 3, 4, 6, 10, 11, 12 and 13 survive the termination of the Agreement.

Upon expiration or termination of this Agreement:

(i) All Statements of Work outstanding at such time, as well as Unify Dots’ obligation to provide Services, shall automatically terminate.

(ii) Customer shall promptly pay Unify Dots for all Services rendered and Reimbursable Expenses incurred to the effective date of the termination under this Agreement and the applicable Statement(s) of Work. 

15. Headings:

The headings herein are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

16. Entire Agreement:

This Agreement (including all Statements of Work which are incorporated in whole herein) contains the entire understanding of the parties pertaining to the subject matter and replaces and supersedes all previous contracts written or oral, between the parties pertaining to the matters contained herein.