Master Services Agreement

I. Engagement.

We are being retained by the Plan Administrator on behalf of the Plan to perform the services outlined in this MSA. We understand that you are a fiduciary with authority to contract with us on behalf of the Plan. In addition, by agreeing to the terms of this MSA, you, as Plan Sponsor, are agreeing to be liable for payment of our fees that are not permitted to be paid by the Plan pursuant to the Employee Retirement Income Security Act, as amended (“ERISA”) as well as the balance of our fees in the event of nonpayment by the Plan.

This MSA is effective upon the date listed on your first Service Order submission[CC1]  (“Effective Date”) and continues until terminated by either of the parties.  By submitting a “Service Order,” you agree that you have read and understood and agree to be bound by the MSA. The individual submitting the Service Order represents that he or she has the authority to enter into this MSA on the Client’s behalf. 

THIS MSA CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION AND JURY TRIAL WAIVER. You acknowledge that you have read and understood these provisions and agree to be bound by them.

II. General.

We offer a variety of employer payroll, H.R. solutions and retirement plan recordkeeping and administration services (“Services”). We provide Services using a commercially reasonable level of skill and care, and such additional heightened standards of care, if any, that may be specifically referenced by the written schedules (“Service Schedules”) to the MSA describing, respectively, (i) payroll and HR Solutions offerings, (ii) plan administration and recordkeeping service offerings, and (iii) the Swipeclock service offering. All Services provided are governed by this MSA and the applicable Service Schedule.

III. Services.

The specific services that we are being retained to perform, and the fees relating to those services, are outlined in the Service Order(s) to this MSA. We will not perform any services not designated on the Service Order(s) or those specifically exempted in Section V of this Agreement. On occasion you may request that TPA perform a special service not covered by this Agreement. Such service, and the fees related to that service, will be subject of a separate Service Order to this Agreement.

A. Service Orders.

A Service Order is prepared by TPA and agreed upon by your acceptance.  You may request or discontinue an available Service by logging onto our Client Portal or by contacting us.  Following your initial Service Order, you may request additional Services from time to time by completing and submitting the order form available on the website. You may also upgrade or make changes to the level of a previously elected Service by submitting a Service Order. When submitting Service requests, you will specify the Services you wish to elect on the Service Order.  Our ability to provide the Services you elect is subject to your provision of such additional information as we may reasonably require. Service Orders are subject to prior review and acceptance by us.

Attached to this MSA are Service Schedules describing the service offerings of TPA. Separate Service Schedules apply to (i) payroll and HR Solutions Service offerings; (ii) plan administration and recordkeeping service offerings; and (iii) Swipeclock time tracking services (where TPA is the reseller, but not the service provider). Each Service Schedule is solely between you and TPA. This MSA hereby expressly incorporates each Service Schedule applicable to any Service you request, and you acknowledge and agree that your request for any Service constitutes your agreement to and consent to be bound by the terms of the applicable Service Schedule. If for any reason this MSA has terms that are inconsistent with those contained in a Service Schedule, the terms of the applicable Service Schedule will control with respect to the relevant Service.

B. Changes to Services and/or Terms.

We may update or modify the terms applicable to our provision of Services (including any underlying components or features), including fees, upon 60 days prior notice to you, delivered electronically in the manner described below in Section XIV.C.

IV. What You Agree To Do.

A. Compliance with Laws.

You will agree to, and shall, comply with applicable laws and regulations in connection with your use of the Services, including all applicable privacy laws as well as those laws and regulations applicable to your business, your employment of individuals, and/or your transactions with service providers (e.g., applicable employment or tax related laws), and/or the administration of employer-sponsored retirement plans, including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

B. Establishing a Client Account.

1. Your Account. You must register for an account on our website (“Client Account”) in order to access the Services. By registering your Client Account, you agree to submit accurate and complete registration information to us and to keep such information up to date. You will take reasonable steps to prevent unauthorized use of and to keep your password(s), including those of your designated representative(s), secure and confidential. We encourage you to use “strong” passwords with your account (for example, passwords that use a combination of upper and lowercase letters, numbers and symbols, with a minimum of eight characters). We will not be liable for any losses caused by any unauthorized use of your Client Account. You must notify us immediately of any breach of security or unauthorized use of your Client Account.

2.  Your Responsibilities. You are solely responsible for: (i) the selection of your designated representative(s); (ii) providing us with the information of the designated representative (and updating us if such information changes); (iii) managing access to your Client Account; and (iv) ensuring that your designated representative(s) access to and use of the Services complies with this MSA and applicable law.

 C.  Obligation to Provide Timely Information.

You shall provide us with requested information on a timely basis in accordance with our directions, and you will be responsible for ensuring that the provided information is accurate and complete. We will rely exclusively on information provided by you or your advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. You acknowledge that inaccurate information and/or late information could result in penalties and possibly Plan disqualification. We assume no responsibility for, and shall not have any liability for, any consequences that result from our inability to complete our work in the ordinary course of its business due to a failure by you or your designees to provide timely information to us.

D. Obligation to Make Timely Contributions to Plan.

You shall be solely responsible for making sure that funds are actually contributed to the Plan’s trust when required for tax deductibility and to comply with ERISA and DOL Regulations.

E. Obligation to Timely File Required Government Reports.

Based on your service elections, we shall prepare certain government reports. You shall be responsible for (i) the accuracy of the government reports' content and (ii) the timely filing of the government reports with the appropriate agency. You acknowledge that failure to timely file required government reports may result in penalties which shall be your sole responsibility if assessed.

F. Obligation to Distribute Required Information to Plan Participants and Beneficiaries.

You shall be responsible for distributing information to participants, including notices, elections and reports required by law.

G. Obligation to Issue Form 1099-R in Connection with Plan Distributions.

For pooled investments, outside broker accounts or other certain situations where participant detail is not maintained by us, you acknowledge that we do not customarily prepare the end of year tax forms required by law when a participant receives a distribution from the Plan (i.e., Form 1099-R) nor the forms necessary to report and pay taxes withheld from the distributions (i.e., Form 945 and applicable state forms). If you would like these forms, you must give us written notice and we must agree to provide them at their option. 

H. Obligation to Notify Us of Existence of Other Plans and Companies.

The Plan’s operation and tax qualification is affected by other plans sponsored by you, your affiliates, successors, assigns, or by other companies that share your principals, directors or officers (whether currently active or terminated and whether we administer the plan). You are responsible for informing us of the existence of such other plans or companies and of notifying us in writing when there is a change in this information or in your tax filing status (e.g., a change from S-corporation to C-corporation status, a change to an LLC, etc.).

I. Obligation to Make Discretionary Decisions Regarding Plan Administration.

Unless you have elected for us to serve as the Plan’s Section 3(16)(A) administrator, you are responsible for all discretionary decisions relating to the Plan, including the interpretation of plan document provisions, the determination of eligible employees and proper vesting of their accounts, the evaluation of claims made by participants for plan benefits, the investment of plan assets, distribution of plan benefits and the payment of service providers for the Plan. 

J. Obligation to Obtain Fidelity Bond.

ERISA §412 requires that, with certain exceptions, every fiduciary of an employee benefit plan and every person who handles funds or other property of a plan shall be bonded in accordance with the provisions of ERISA §412. You are responsible for obtaining the bond required by ERISA §412.

V.  Services We Do Not Perform.

A. No Investment or Legal Advice.

Except as may be expressly provided in an applicable Service Schedule, any information, material, or content you may receive through or in connection with the Services is for informational purposes only and shall not be construed as nor shall it constitute the provision by us of financial, tax, legal, regulatory, or investment advice. We recommend that all legal Plan documents we prepare are reviewed with your legal counsel.

B. Fiduciary Services.

Except to the extent specifically delegated to TPA under this Agreement or the Service Order(s), you are responsible for all discretionary decisions relating to the Plan and TPA and its employees are NOT fiduciaries of the Plan and Trust, nor are any of them the Administrator of the Plan as that term is defined in ERISA.

C. Control Over Plan Assets or Discretionary Authority or Control over Administration of the Plan.

Unless and except to the extent that you have elected for us to provide ERISA Section 3(16)(A) services, in which event we will serve as an ERISA fiduciary to the Plan for that limited purpose, you or third parties appointed by you have sole discretionary authority and control over the administration of the Plan, and exclusive control over the investment of the assets of the Plan. You acknowledge that we and our employees are NOT fiduciaries of the Plan and Trust unless and except to the extent you have elected to have us provide Section 3(16)(A) services.

VI. Consents and Authorizations.

A. Client Account Information.

You agree to provide us with all the necessary Client Account information for us to provide the Services to you. You also agree that we are not responsible for your inability to use the Services or receive any benefit from the Services due to inaccuracies or omissions in the Client Account information that you provide us with.

B. Authorization of Recurring ACH Debit.

You authorize us and our payment processors, as applicable, to (i) store your designated bank or credit card account information and your other payment related information (“Payment Information”), and (ii) use any Payment Information you provide to us at any time to automatically debit all applicable fees from your designated account, via ACH debit transaction, on the date such fees are due under this MSA and applicable Service Schedules. You certify you are an authorized user of the designated account or that you have permission to designate the account for payment. You agree to follow National Automated Clearing House Association (“NACHA”) rules applicable to ACH transactions. You agree that you will not dispute scheduled transactions with your bank so long as the transactions correspond to this MSA (as updated from time to time in accordance with this MSA), an applicable Service Schedule or any other agreement for the Services. You understand that because these are electronic transactions, funds may be withdrawn from your account immediately. If an ACH debit transaction is rejected for any reason, you understand we may continue to re-process the ACH debit transaction (for the amount due and applicable fees as explained in this Section) after the first ACH attempt. Further, you understand that we may also impose a fee for each declined transaction, as permitted by applicable law, and that fees for declined transactions may be in the amount of $20.00 or higher per declined transaction.

C. Revocation of ACH Debit.

Your authorization of our automatic use of ACH debit for payment of fees on their respective due dates will remain in full force and effect until you send us written notice revoking the authorization at least 30 days prior to the next payment due date. Your revocation of ACH Debit authorization does not relieve you of your payment obligations under this MSA, Service Schedules or other applicable agreements. If you revoke authorization of our automatic use of ACH debit for payment of fees, then we reserve the right to immediately discontinue the provision of all Services.

D. Electronic Communications’ Consent.

For contractual purposes and without affecting your statutory rights, you consent to receive all communications, notices and disclosures from us electronically via email notification of postings to the Client Portal; this includes tax document notices, payroll documents, and employee benefits notices (e.g., summary plan descriptions, other ERISA notices, COBRA notifications, enrollment information, and plan amendments). You also agree that all communications we provide to you electronically satisfy any legal requirement that the communications would satisfy if they had been provided in a written hard copy, including, for example, agreements, notices or disclosures. You also authorize us to receive such communications electronically on your behalf. You may withdraw your consent to electronic communications at any time by notifying us. If you do withdraw such consent, you acknowledge that we will not be able to provide the Services to you, that your Client Account will be deactivated and that we will suspend the provision of Services.

VII. Privacy and Data Security.

We will maintain commercially reasonable administrative, physical, organizational, and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of your Client Account or service records. You are responsible for maintaining appropriate safeguards to protect and safeguard the confidentiality of sensitive information, including but not limited to personal identifiable information or “PII,” as well as all other information as provided for under applicable law, used to conduct your business or otherwise within your custody.

A. Breach.

We will notify you upon becoming aware of a material incident that has actually compromised the security, confidentiality, or integrity of your Client Account as required by applicable state and federal laws and regulations.

VIII. Confidentiality.

“Confidential Information” includes information of a party that should reasonably be understood to be confidential given the circumstances surrounding its disclosure, but does not include any information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is in the possession of or was known to the receiving party without restriction prior to entering into this MSA; (iii) is disclosed to the receiving party on a non-confidential basis by a third party who is entitled to make the disclosure; (iv) is or was independently developed by the receiving party without reference to or use of any Confidential Information disclosed under this MSA; or (v) is approved for disclosure by the disclosing party.  Each party will use reasonable care to protect any Confidential Information of the other party. Each party will use Confidential Information only to perform its obligations or exercise its rights under this MSA and applicable Service Schedules. Neither party will disclose any Confidential Information of the other party to any third party, except to its affiliates, employees, or contractors who need-to-know (and who are bound by confidentiality obligations as protective as those in this MSA), without the other party’s prior written consent.

Neither party will be restricted from disclosing the other’s Confidential Information where the party is required to make the disclosure to a government entity or where the disclosure is ordered by a court of competent jurisdiction; in such case, the party required to make the disclosure will provide the other party prior notice of the disclosure if it is reasonably feasible and legally permissible, and failure to provide such notice will not prohibit the party required to make the disclosure from making the disclosure. Notwithstanding the foregoing, we may use your Confidential Information in the compilation of statistical data in which such information is not identifiable, and all rights to such statistical data shall be solely and exclusively ours. We shall have the sole right to use, sell and distribute any such statistical data.

IX. Fees.

A. Pricing.

Our prices for the Services we make available can be found on the Pricing Schedule on the Client Portal (“Pricing Schedule”). We may change our fees for Services you have elected from time to time with at least 60 days advance notice to you.

B. Transactional Fees.

We reserve the right to charge certain fees based on specific transactions or requests made through the Services (such as for background checks, Office of Foreign Asset Control checks, data export requests, document copy requests, etc.). Such fees will be as set forth in the applicable Service Order.

C. Late Payment.

Late payments will accrue interest of 1.5% per month or the greatest amount allowed by state law, whichever is lower. We may suspend or terminate this MSA, a Service Schedule, or access to and use of the Services for failure to pay fees as they come due. Additionally, if fees are not paid when due, you will pay us costs of collection, including reasonable attorneys’ fees and expenses actually incurred.

D. Taxes.

All payments required by this MSA exclude sales, value-added, use, or other taxes and obligations, all of which you will be responsible for and will pay in full, except for taxes based on our net income. If we have the legal obligation to pay or collect taxes for which you are responsible under this Section, you authorize us to automatically debit the applicable taxes, from the designated account, via ACH debit transaction on the due date, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

X. Term, Automatic Renewal, and Termination.

A. Term of the MSA.

The MSA term starts on the Effective Date and continues until terminated in accordance with the terms of this MSA.

B. Termination.

1. For Material Breach. Either party will have the right to terminate this MSA, including applicable Service Schedules, if the other party materially breaches this MSA and fails to cure such breach within 30 days after receipt of such written notice that it is in breach. This 30-day cure period will not apply in the case of your failure to pay Fees as they become due.  A termination for material breach shall be effective immediately upon the delivery by the non-breaching party of notice of termination to the breaching party.

2. For Convenience. Either party will have the right to terminate this MSA, including applicable Service Schedules, upon 60 days advance written notice to the other party.

3. Effect of Termination. Upon the effective date of termination of this MSA for any reason: (i) your right to access or use the Services will terminate immediately; (ii) we will cease providing the Services and we will deactivate or delete your Client Account, and all associated materials, subject to our obligation to work with you to export Client records under Section X.B.d. (Transfer of Records); (iii) any and all of your payment obligations under this MSA will become due immediately; and (iv) within 30 days from the effective date of this MSA’s termination, if a party provides written notice to the other requesting return of such party’s Confidential Information, the receiving party will destroy (evidenced by a certificate of destruction) or return the tangible embodiments of the requesting party’s Confidential Information in its possession and shall not retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. All Service Schedules, to the extent not earlier terminated, will terminate coincident upon termination of this MSA.

4. Transfer of Records. Upon the effective date of termination of this MSA for any reason: (i) your right to access or use the Services will terminate immediately; (ii) we will cease providing the Services and we will deactivate or delete your Client Account, and all associated materials, subject to our obligation to work with you to export Client records under this Section; (iii) any and all of your payment obligations under this MSA will become due immediately; and (iv) within 30 days from the effective date of this MSA’s termination, if a party provides written notice to the other requesting return of such party’s Confidential Information, the receiving party will destroy (evidenced by a certificate of destruction) or return the tangible embodiments of the requesting party’s Confidential Information in its possession and shall not retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. All Service Schedules, to the extent not earlier terminated, will terminate coincident upon termination of this MSA. You acknowledge and agree that we may be required to maintain certain records to comply with applicable law or our data retention policies.

5. Survival. All provisions of this MSA which by their nature should survive termination of this MSA will so survive, including, without limitation, Sections XI, XII, and XIII.

XI. Indemnification.

A. By You.

You will, at your own expense, defend, indemnify and hold the TPA, its affiliates, related companies, and each of its officers, directors, employees, agents, representatives, partners, and licensors harmless against all claims, demands, actions, liabilities, damages, losses, costs and expenses (including court costs, and attorneys’ fees) arising out of a third party claim against TPA to the extent it arises out of: (i) your unauthorized use of or access to the Services; (ii) your violation of any applicable law, rule or regulation; (iii) any material inaccuracies or omissions in the information you furnished to us to facilitate our provision of Services; (vi) your gross negligence or willful misconduct; or (iv) any breach by you of, or other failure to perform your obligations under, this MSA and any applicable Service Schedules. You will have no obligation with respect to any claim for which we are required to indemnify you.

B. By Us.

We will, at our own expense, defend, indemnify and hold you, your affiliates, related companies, and each of their officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Client Parties”) harmless against all losses, costs and expenses arising out of a third party claim against a Client Party to the extent such claims arise directly from our intentional misconduct or gross negligence in delivering the Services, or breach of any heighted standard of care set forth in an applicable Service Schedule. We will have no obligation with respect to any claim for which you are required to indemnify us.

You also agree to pay our normal hourly rates and copying costs if TPA is called to testify or give documentation in regard to any lawsuit or governmental investigation or process in relation to the Plan in which you and we are not adverse litigants, whether or not we are named as a party, and whether or not we are still engaged to perform services for you.

C. Procedures and Settlements.

The parties agree that these indemnification obligations are subject to the indemnitor providing the indemnitee with: (i) prompt written notice of such claim; (ii) sole control over the defense and settlement of such claim; and (iii) available information and assistance, at indemnitor’s expense, to settle and/or defend any such claim; provided, however, that the failure to give such notice shall not relieve the indemnitor’s indemnifying obligations unless the indemnitor was actually prejudiced by such failure. The indemnitor may not, without the prior written consent of the indemnitee (which shall not be unreasonably withheld, conditioned, or delayed), settle any claim subject to indemnification that provides for any admission of the indemnitee’s guilt or binds the indemnitee to any ongoing obligation other than the payment of money for which the indemnitor is obligated to pay.

XII. Liability Limitation.

A. Disclaimer of Certain Damages.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, TPA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY.

B. Liability Limitation.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF TPA TO YOU REGARDING THIS MSA (INCLUDING APPLICABLE SERVICE SCHEDULES) OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO US, IF ANY, FOR THE SERVICES OVER THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

C. Cybersecurity Insurance.

Notwithstanding anything else in this Agreement or otherwise, TPA shall not be liable or obligated with respect to the cost of procurement of substitute services, technology, or rights or for the interruption of use or loss or corruption of data. TPA maintains cyber-security insurance to help protect both TPA and Client in the event of unauthorized disclosure despite our best efforts. However, TPA’s liability and cost to you (or anyone claiming through you or in your name) in connection with the breach of cyber-security shall be limited to the amount payable by such insurance in relation to your claim.

D. Basis of Bargain.

THE LIMITATIONS OF LIABILITY ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

E. Statute of Limitations.

No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement, after two years[CC3]  from the date on which the we engaged in the conduct (or omitted to engage in the conduct) that caused the purported damage to the Client or the Plan, regardless of the nature of the claim or form of action, whether in contract, tort (including negligence) or otherwise; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.

XIII. Arbitration and Dispute Resolution.

PLEASE READ THE FOLLOWING ARBITRATION CLAUSE CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

A. Mandatory Arbitration.

You agree that any dispute or claim arising out of or relating in any way to this MSA, the Services or to any aspect of your relationship with us will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: CT Corporation System, 208 South LaSalle Street, Suite 814, Chicago, IL 60604.

The arbitration will be conducted by a single neutral arbitrator appointed pursuant to the rules and procedures of JAMS (an established alternative dispute resolution provider). Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitration will be conducted in Chicago, Illinois. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

B. Waiver of Jury Trial.

THE PARTIES MUTUALLY AGREE TO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. The parties are instead electing that all claims and disputes be resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must apply this MSA as a court would. However, there is no judge or jury in arbitration, and a court’s ability to review an arbitration award is very limited.

C. Waiver of Class or Other Non-Individualized Relief.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE CLIENT CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT. If a decision is issued stating that applicable law precludes enforcement of any of this Section’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into state courts located in Cook County, Illinois or the federal courts of the United States in the Northern District of Illinois. All other claims will be arbitrated.

D. Severability of Arbitration.

Except as provided in Section XIII.C. (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Section XIII are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of this Section will continue in full force and effect.

XIV. General Provisions.

A. Assignment.

This MSA, and your rights and obligations under this MSA, may not be assigned or otherwise transferred by you without our prior written consent. We may assign this MSA as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of our assets related to this MSA or for commercial purposes. Any attempted assignment or transfer by you without required consent will be null and void.

B. Force Majeure.

Except for payment obligations, neither party will be responsible for any claims, losses, damages, liabilities, costs, and other expenses of any kind due to factors that are out of our control, including technology issues, acts of God, pandemic, or any other force majeure, and including, but not limited to, a loss or corruption of data due to weather.

C. Notice.

We will provide notice as required by this MSA to you via the email address you have provided to us. Sending notices to the last e-mail address you have provided to us will satisfy our notice requirements to you under this MSA, and such notices will be effective as of the date sent. You may give us notice by logging into the Client Portal and submitting the applicable notice (or request), and such notices will be effective as of the date submitted by you and confirmed by us.

D. Waiver; Severability.

Any waiver or failure to enforce any provision of this MSA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of this MSA is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.

E. Entire Agreement.

This MSA, including all applicable Service Orders and Service Schedules, forms a single integrated agreement between you and us. This MSA expressly overrides and supersedes all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral with respect to your access or use of the Services.

F. Headings.

Section titles in this MSA are for convenience only and shall not affect in any way the meaning or interpretation of this MSA.