NCSi Inc. Terms & Conditions
 All agreements are subject to the below MSA (Master Service Agreement)

MASTER SERVICE AGREEMENT - THE TERMS AND CONDITIONS SET FORTH IN THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) APPLY TO ANY AND ALL SERVICES AND OTHER PRODUCTS PROVIDED BY NCSI, INC. (“US” OR “OUR” OR “WE”) TO YOU, INCLUDING BUT NOT LIMITED TO SERVICES PROVIDED UNDER OUR “TOTALCARE” PLAN, OUR “SR7” PLAN, OUR “SR5” PLAN, OUR “SR3” PLAN, OUR LEGACY PLANS; “MINIMUM HOURLY” PLAN AND OUR “BREAKFIX” PLAN. IF THERE IS A CONFLICT BETWEEN THE APPLICABLE PLAN AGREEMENT, A PROPOSAL, OR THIS AGREEMENT, MSA WILL SUPERSEDE ANY CONFLICTING TERMS IN DISCOUNTED OR LEGACY PLANS. EFFECTIVE MARCH 1, 2024, THIS MASTER SERVICE AGREEMENT SHALL BE DEEMED INCORPORATED INTO AND MADE A PART OF ALL PLAN OFFERINGS, AND BY CONTINUING TO USE OUR SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS. 1.BASE SERVICES. The base services to be delivered by Us (“Base Services”) and the fees for those Base Services, and the specific terms applicable to those Base Services are described in the Proposal and Plan Agreement referencing this Agreement. Except for Supplemental Project Services (described below), and unless otherwise agreed in writing, the services We will deliver to You are limited to those Base Services specifically identified in the Proposal and described in the Plan Agreement. We may decline to perform any services requested by You that are in violation of any applicable law or that are not encompassed by the Base Services set forth in the Proposal and Plan Agreement. Such declination to provide services shall not be grounds for You to terminate this Agreement, the Proposal, or the Plan Agreement, unless such termination is in accordance with Paragraphs 8 and 9 of this Agreement. 2.SUPPLEMENTAL PROJECT SERVICES. “Supplemental Project Services” include additional services and equipment You may need on a “one-off” or emergency basis that are not included within the scope of the Base Services described in the Proposal or applicable Plan Agreement. We have no obligation to advise You of the need for Supplemental Project Services. Further, if You request Us to perform Supplemental Project Services, We reserve the right to decline performance of such Supplemental Project Services in Our sole and absolute discretion. If We are willing to perform the Supplemental Project Services, We will notify you in writing whether the Supplemental Project Services constitute (1) an Improvement Project and (2) a Special Project. It is up to Our sole and absolute discretion as to whether the Supplemental Project Services constitute an Improvement Project or a Special Project. You will incur additional Service Fees for both Improvement Projects and Special Projects. There will be no separate proposal for Improvement Projects and You will be billed at Our then-current hourly billing rate. Such Service Fees will be included on Your monthly service invoice. For Special Projects, We will provide you a Special Project Proposal identifying additional Service Fees and Hard Costs. You must sign and return the Special Project Proposal before We will begin or perform any Supplement Project Services. We will perform the Supplemental Project Services subject to Our availability and under no circumstances shall We be responsible for any delay in the provision of the Supplemental Project Services. All Supplemental Project Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. 3.SECURITY PLUS ADD-ON SERVICE. All service plans provide You the option to participate in Our Security Plus Add-On Service. If you have elected to receive Our Security Plus Add-On in Your Proposal, such services are subject to the terms and conditions of this Agreement. You agree and acknowledge that the Security Plus Services include only those services identified in Your Proposal. We utilize Third Party Service Providers (as defined below) to provide the Security Plus Services. The Security Plus Services require Microsoft 365 or Google Workspace. We will use reasonable efforts to implement and administer the Third-Party Providers’ security measures into Your network and systems and monitor such systems; however, You expressly agree and acknowledge that We do not control the services or products provided by the Third-Party Providers, and that We shall have no responsibility or liability for, security issues or breaches. You expressly acknowledge and agree that use of or connection to the Internet provides the potential opportunity for unauthorized third parties to circumvent precautions and illegally gain access to the Your network, systems, and data. You agree to look solely to the Third-Party Providers for any relief that they may provide (if any), and shall indemnify, defend, and hold Us harmless from any and all causes of action, obligations, liabilities, or other damages resulting from or related to security issues or breaches. You shall promptly inform Us if You suspect or uncover any breach of security and We will promptly do the same. In such event, We will promptly connect You with the applicable Third-Party Provider to endeavor to remedy the security issue or breach. We will also work with the Third-Party Provider to resolve Your security issue or breach. Such services will be billed at Our then-current hourly billing rate for working-hours and after-hours, as applicable. You acknowledge and agree that We shall have no responsibility or liability for any delay in the resolution of the security issue or breach, and that We do not guarantee that the security issue or breach can be, in fact, resolved. You further agree that under no circumstances will You attempt to hold Us responsible for the acts or omissions of any Third-Party Provider. You acknowledge that all software, computer systems, programs, computer-controlled machinery and equipment, or any other digitally controlled systems are vulnerable to, and may be subject to undesired and/or unauthorized manipulation as a result of cyber incident, hacking, phishing, malware, viruses, and/or equivalent incidents (“Cyber Incident”). You acknowledge that Cyber Incidents may result in significant damages including but not limited to software corruption, systems corruption, damages to machinery, tools, equipment, inventory, and other hardware, disruption of business operations, leaks of confidential information, loss of access to assets, and more, all of which may result in significant and unquantifiable monetary losses (“Damages”). While We takes steps to avoid and minimize the risk of Cyber Incidents, and the quantum of Damages, We cannot guarantee that You will not be subject to Cyber Incidents and/or Damages, whether such Cyber Incidents occur whilst You are receiving the benefit of the Services. Therefore, We require that You obtain sufficient cyber security insurance to protect and compensate Yourself in the event of Cyber Incidents and/or Damages. You shall produce evidence of sufficient Cyber Insurance to Us upon request. 4.THIRD PARTY PROVIDERS. You expressly agree and acknowledge that We utilize third-party service providers and hosting facilities (“Third-Party Providers”) to provide the Base Services, Supplemental Services, and Security Plus Services (collectively, “Services”). You designate Us as your agent to enter into any third-party relationship reasonably required to provide Services to You and incur any costs for equipment, hardware, software, or other products required for Your network and systems to meet the Third-Party Providers’ requirements. Use of Our Services is subject to any and all applicable Third-Party Provider agreements. You acknowledge and agree to be bound by any applicable Third-Party Provider agreements, and further acknowledge that such agreements are subject to change by the Third-Party Providers without notice. 5.COMPLIANCE WITH LAWS. You are solely responsible for reviewing and ensuring that the Services and products comply with and satisfy all applicable legal requirements applicable to Your business or industry (including but not limited to federal, state, local and international laws, rules, and regulations and professional standards of conduct) currently in effect and as they become effective, relating in any way to the privacy, data protection, confidentiality, or security of Your information. You agree to indemnify, defend, and hold Us harmless from and against any and all causes of action, obligations, liabilities, or other damages resulting from or related to non-compliance with or violation of the foregoing legal requirements applicable to Your business or industry. 6.FEES FOR SERVICES. The monthly Fees for Services consist of: (1) the Flat Subscription Fee indicated on Your Proposal, plus (2) the hourly rate for support services at Our then-current hourly rate based on the actual time expended in excess of the support hours included in Your respective Proposal and Plan Agreement (if any), plus (3) the hourly rate for Improvement Projects at Our then-current hourly rate based on the actual time expended, plus (4) any costs and expenses incurred by Us on Your behalf, including by not limited to incremental third-party service fees, travel expenses, and costs for any equipment, hardware, or other products furnished to You, plus (5) the amount stated in any Special Project Proposal. Our current hourly rates are set forth on Appendix B. The hourly rates set forth in Appendix B are subject to change, in our sole and absolute discretion, upon thirty (30) days written notice to You. Special rates may apply for services requested outside of normal business hours or on holidays. Such rates are also set forth in Appendix B and subject to change upon thirty (30) days written notice to You. Additionally, We reserve the right to change the Flat Subscription Fee upon thirty (30) days written notice to You; provided, such change will not result in an increase greater that fifteen percent (15%) of the current Flat Subscription Fee without Us presenting and entering into an addendum or new Proposal. 7.PAYMENT TERMS. All Fees for Services will be invoiced monthly and are due and payable within fifteen (15) days of Our delivery of the invoice to You electronically at the email address We have on file or at Your physical address if We do not have an email address on file. The initial Subscription Fee is due upon signing of the Proposal. All Fees for Services not paid when due will bear interest at a rate of twelve percent (12%) per annum. All payments via credit or debit card will be subject to a processing fee. If you dispute in good faith all or any portion of the amount stated on the invoice, You must notify Us, in writing, prior to the date payment is due, of the nature and basis of the dispute. If We are unable to resolve the dispute prior to the due date, You shall nevertheless pay the entire invoiced amount by the due date. If We ultimately determine that such amount should not have been paid, We will apply a credit equal to such amount against any future Fees for Services. 8.TERM OF AGREEMENT; RENEWAL. Unless otherwise expressly set forth on Your Proposal or the applicable Plan Agreement, the term of this Agreement, the Proposal, and the Plan Agreement commences on the date the Proposal is signed and continues for a period of one (1) year (“Initial Term”) unless terminated earlier in accordance with the terms of this Agreement. Unless You notify Us in writing at least sixty (60) days in advance of the expiration of the Initial Term, this Agreement, the Proposal, and the Plan Agreement will automatically extend for successive renewal terms of one (1) year. If You wish to terminate this Agreement during any renewal term, You must provide written notice at least sixty (60) day in advance of the expiration of the renewal term. If You timely provide notice of termination prior to the expiration of the Initial Term, You agree to reimburse Us for the time incurred to bring Your network up to the minimum standards described in Paragraph 12 at our then-current hourly rates shown on Appendix B. If You timely provide notice of termination prior to the expiration of any renewal term, You will not be required to reimburse Us the aforementioned setup charges. 9.TERMINATION BY YOU. Notwithstanding the foregoing, You may terminate this Agreement, the Proposal, and the Plan Agreement upon ninety (90) days written notice if We fail to fulfill in any material obligation under this Agreement, the Proposal, or the Plan Agreement and do not commence to cure such failure within thirty (30) days of receipt of such written notice. Otherwise, You may not terminate this Agreement, the Proposal, or the Plan Agreement except in accordance with Paragraph 6. If You wish to terminate this Agreement, the Proposal, or the Plan Agreement without cause prior to the expiration of the applicable term, We may, at our sole and absolute discretion, accept such early termination. In the event We elect to accept such early termination, You agree to pay Us the Subscription Fee multiplied by the remaining months in the applicable term plus any Third-Party Provider fees and other costs resulting from the early termination. You shall make such payment within fifteen (15) days of receiving written notice from Us indicating acceptance of the early termination and providing an invoice for the amount due. However, such initial invoice is not final, and You agree to pay any Third-Party Provider fees and other costs later discovered or incurred because of the early termination within fifteen (15) days of receipt of written notice from Us. 10.SUSPENSION OR TERMINATION BY US. We may terminate this Agreement, the Proposal, and the Plan Agreement for any reason or no reason at all, upon thirty (30) days written notice to You. Additionally, if You are in breach of this Agreement, the Proposal, or the Plan Agreement, We may suspend the Services until you have cured the breach. We may also terminate this Agreement upon written notice to You if You do not cure such breach (if curable) within thirty (30) days after written notice of such breach. Upon the termination of this Agreement by Us without cause, You will be responsible for all Fees for Services accrued through the end of the thirty (30) day notice period. Upon termination of this Agreement by Us due to Your failure to cure any breach: (a) any amounts owed to Us through to end of the applicable term will become immediately due and payable; (b) You must pay all costs and expenses, including Third-Party Provider fees resulting from the termination; and (c) You must return all of Our property in Your possession or control. 11.EVENTS UPON TERMINATION. If either party terminates this Agreement, the Proposal, or the Plan Agreement, the Parties shall cooperate in the orderly termination of Services and return of property, including the transfer of the Services to another designated provider, if applicable. You agree to pay Us any hard costs and expenses in addition to Our then-current hourly rate set forth in Appendix B based on the actual time expended by Us in connection with such transfer of the Services. 12.TAXES. Unless otherwise indicated on an invoice, all charges and fees owed under this Agreement, the Proposal, or the Plan Agreement, are exclusive of any applicable sales, use, excise, or services taxes that may be assessed on the provision of the Services. In the event that any taxes are assessed on the provision of any of the Services, You shall pay the taxes directly to the taxing authority or shall reimburse Us for Our payment. 13.MINIMUM STANDARDS REQUIRED FOR SERVICES. You must meet and maintain certain requirements in order for Us to provide the Services, including but not limited to the following: (i) all servers with Microsoft Windows Operating Systems must be running a current and Microsoft supported version and have all the latest Microsoft Service Packs and Critical Updates installed; (ii) all cloud service providers and/or subscription-based thirty-party licensing utilized by You must fall under Our relationship with Microsoft or Our other vendors; (iii) all Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Microsoft supported Windows Operating Systems (until no-longer supported) and have all the latest Microsoft Service Packs and Critical Updates installed; (iii) all Server and Desktop Software must be Genuine, Licensed, and Vendor Supported – We are not responsible for Your use or acquisition of unlicensed or improperly licensed software or products; (iv) You must have a currently licensed, up-to-date, and Vendor Supported Server-Based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email; (v) You must have a currently licensed, Vendor Supported Server-Based Backup Solution that can be monitored and send notifications on job failures and successes, (vi) You must have a currently licensed, Vendor Supported Hardware Firewall between the Internal Network and the Internet, (vii) all Wireless data traffic must be securely encrypted, and (viii) there must be an outside static IP address assigned to a network device, allowing RDP or VPN access. Hardware and software requirements can be found here https://ncsi.net/technologyplatform. This list is not all inclusive and You may need to acquire additional hardware and/or software, including but not limited to upgrades or replacements as certain technologies age and other technologies are released. If Our minimum standards are not in place upon commencement of the Initial Term, We will work with You to bring Your network up to Our minimum standards. However, You agree to pay all Fees for Services beginning on the commencement of the Initial Term, including all Fees for Services required to bring Your network up to Our minimum standards. We understand that this may take some time depending on timing and budgets so we will do Our best to support any items that do not currently meet Our minimum standards. However, You expressly agree and understand that said product(s) may pose a threat to the overall environment of Your network, and You assume responsibility for all risks, liabilities, and other damages resulting from or arising out of keeping said unsupported product(s) active. Should an item requiring support not meet our minimum standards, it will be at Our sole discretion whether to charge additional Fees for Services in order supporting such item(s). Such fees will be address addressed via legacy product line-item in Your invoice. 14.LIMITATION OF LIABILITY . OUR LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ANY ACTUAL, DIRECT DAMAGES INCURRED BY YOU AND WILL NOT EXCEED THE GREATER OF (1) THE PROCEEDS OF OUR LIABILITY INSURANCE, OR (2) THE AMOUNTS PAID BY YOU TO US UNDER THIS AGREEMENT, THE PROPOSAL, AND THE PLAN AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM. IN NO EVENT IS EITHER PARTY TO BE HELD LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM INTERRUPTION OF BUSINESS, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, THE SERVICES NOT MEETING YOUR REQUIREMENTS OR EXPECTATIONS, OMISSIONS, TRANSLATIONS AND SYSTEM WORDINGS, FUNCTIONALITY OF FILTERS, MIGRATION ISSUES, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, HARDWARE FAILURES OR MALFUNCITIONS INCLUDING ‘LOANED’ AND/OR ‘HARDWARE AS A SERVICE’ EQUIPMENT MALFUNCITIONS, RESULTING IN FIRE OR OTHER LOSS, UNAVAILABILITY OF BACKUPS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, SECURITY BREACH, OR THIRD-PARTY SERVICE FAILURES, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE CAUSED BY YOUR ACCESS TO THIRD-PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES, HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS. YOU ACKNOWLEDGE AND AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT FOR THE CONSIDERATION GIVEN BY YOU BUT FOR THE LIMITATIONS OF LIABILITY AND DAMAGES CONTAINED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE RIGHT TO RECEIVE THE SERVICES IN EXCHANGE FOR THE LIMITATIONS IN THIS AGREEMENT AND THE OTHER CONSIDERATION GIVEN BY YOU FOR THE SERVICES CONSTITUTES A BARGAIN THAT IS FAIR AND REASONABLE. 15. THIRD-PARTY CRIMINAL ACTIVITY. We are not responsible for criminal acts of third parties, including but not limited to intrusions or unauthorized access of any kind, hackers, phishers, crypto-locker, and any network environment subject to ransom. YOU AGREE TO HOLD US HARMLESS FOR ANY ACTIVITY AFFECTING NETWORK SECURITY ON YOUR ENVIRONMENT RELATED TO THIRD-PARTY CRIMINAL ACTIVITY, NETWORK SECURITY, OR PRIVACY. Any costs or fees to rebuild or service machines will be billed at Our then-current hourly rates. 16.INDEMNIFICATION. You agree to indemnify, defend, and hold Us harmless from and against any claims, causes of action, liabilities, obligations, and damages (including but not limited to attorneys fees and costs) arising from or related to: (i) any federal, state, or international law or regulation involving data privacy, data protection, or data breach applicable to Your business or Industry, (ii) Your physical product, (iii) Your use of the Services in violation of this Agreement, the Proposal, or the Plan Agreement, or (iv) software licensing and software licensing compliance. 17.Internet; Delays. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICES. OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 18.ACCESS. You agree to allow Us full and free access to Your computers and associated equipment, Your data, Your premises, and Your employees, agents, and representatives for the purpose of providing the Services under this Agreement, the Proposal, and the Plan Agreement. If there is anything that interferes with Our access, We may in our absolute discretion charge You for any extra time incurred. You represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow Us access to, possession of, manipulation of, and use of Your data. Notwithstanding the foregoing, You agree not to provide any consumer or other third-party data subject to privacy regulation under international, federal, state, or local laws (“Regulated Data”) to Us including but not limited to HIPAA, GLBA, GDPR, CCPA, etc. without first entering ensuring that such access is permitted by law or appropriate measures are taken to comply with any applicable law. 19.THIRD PARTY AUTHORIZATIONS. In order to be able to assist You quickly in times of need, You need to make sure We are authorized to work with all of Your external vendors that We may require to work with to provide the Services. This includes but is not limited to Your internet service provider, Your web and domain hosting provider, and Your telephony provider. During Your onboarding process, We will review all of the vendors You will need to provide authorization. If You begin working with any new vendors after the commencement of this Agreement, the Proposal, and the Plan Agreement, You agree to ensure that We are authorized to act on Your behalf upon the commencement of Your relationship with the new Vendor. 20.CONFIDENTIALITY. We will not use or disclose Your information, except as necessary to or consistent with providing the Services. During the course of this Agreement, You may learn certain proprietary and confidential information belonging to Us. Confidential and proprietary information includes but is not limited to Our development of existing or future business models, relationships, plans, products, and services marketed or planned to be marketed ("Confidential Information"). Confidential Information shall also include data relating to general business operations including but not limited to all financial, business, marketing, supplier, customer, employee and technical information, discoveries, inventions, processes, algorithms, software, specifications, designs, drawings, data, plans, prices, strategies, know-how and ideas, whether tangible or intangible (including all copies, analyses, and derivatives thereof). You: (a) shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as You would protect Your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) shall not use Our Confidential Information, or permit it to be accessed or used, for any purpose other than in connection with the Services; (c) shall not disclose any such Confidential Information to any person or entity, except to Your representatives who: (i) need to know the Confidential Information to assist You, or act on Your behalf, in relation to the Services or to exercise its rights under this Agreement; (ii) are informed by You of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to You that are no less restrictive than the terms and conditions of this Agreement; and (d) agree to be responsible for any material breach of this Agreement caused by any of Your representatives. You agree to the above and that during the term of this Agreement and for a period of twenty-four (24) months thereafter, You shall not directly or indirectly solicit, induce, recruit, or encourage any other party, customer, employee, consultant, or contractor to take away or terminate their relationship Us. 21.INTELLECTUAL PROPERTY OWNERSHIP. We (and Our licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Our technology, the content, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You or any other party relating to the Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Services or the intellectual property rights owned by Us. Our name, logo, and the product names associated with the Services are Our trademarks or the trademarks of third parties, and no right or license is granted to use them. You retain all right, title, and interest in and to the Your data. You grant to Us all necessary licenses and rights in and to such data solely as necessary for Us to provide the Services to You or as required by law. You will be solely responsible for providing all data required for the proper operation of the Services. We will not knowingly use or access any data unless authorized to do so by You and, in such circumstances, We will access and use such data only as required to perform Services on Your behalf. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all data, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data, except to the extent caused by Our gross negligence or intentional misconduct. You are solely responsible for the Your data and will not provide, post, or transmit any data or any other information or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. 22.MARKETING. You hereby grant Us the right to reference Your name, industry, logo, and URLs in Our marketing literature, website, and/or correspondence to potential new clients, so as to identify You as a customer for marketing purposes and for Our benefit. 23.ASSIGNMENT; CHANGE IN CONTROL. This Agreement, the Proposal, and the Plan Agreement shall bind the Parties, their agents, successors, and assigns; however, this Agreement may not be assigned by You without Our prior written approval (such approval to be at Our sole and absolute discretion) but may be assigned without Your consent by Us to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 24.GOVERNING LAW. This Agreement is to be governed by and construed in accordance with the laws of the State of Washington. Jurisdiction and venue for any action arising under this Agreement is exclusively in the state or federal courts located in King County, Washington. The Parties waive any other choice of venue. Any action arising under this Agreement must be brought within six (6) months after its accrual. 25.ATTORNEYS FEES AND COSTS. If either party institutes legal proceedings to settle any controversy arising under this Agreement, the Proposal, or the Plan Agreements, the prevailing party in the action shall be entitled to recover its reasonable attorneys' fees and costs. 26.FORCE MAJEURE. We shall not be held liable for any delay or failure in performance of all or a portion or the Services from any cause beyond Our reasonable control and without Our fault or gross negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers. 27.WAIVER. No right or obligation under this Agreement, the Proposal, or the Plan Agreement will be deemed to have been waived unless evidenced by a writing signed by the party against which the waiver is asserted, or by its duly authorized representative. Any waiver will be effective only with respect to the specific instance involved, and will not impair or limit the right of the waiving party to insist upon strict performance of the right or obligation in any other instance, in any other respect, or at any other time. 28.SEVERABILITY. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions shall be unimpaired and the invalid terms or provisions shall be replaced by such valid terms and provisions that most nearly fulfills the parties’ intention underlying the invalid term or provision. 29.ENTIRE AGREEMENT . This Agreement, together with the Proposal, the Plan Agreements, and any Add-On Service Addendums, sets forth the entire understanding between the Parties with respect to the subject matter hereof, and revokes, replaces and ‘supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral, regarding such subject matter as of the date of signature. You expressly agree and acknowledge that this Agreement is subject to change and agree to be bound to any and all future updates to our master services agreement posted at www.networkcomputerservice.com/msa (terms.ncsi.net).