Perspecta - Agreement

SOFTWARE-AS-A-SERVICE AGREEMENT

THIS SOFTWARE-AS-A-SERVICE AGREEMENT (this “Agreement”) is effective as of _____________ 2018, by and between Perspecta, LLC, a Delaware limited liability company with its principal offices at 1170 Wheeler Way, Suite 200, Langhorne PA 19047, E mail Address: info@goperspecta.com (hereinafter “Perspecta”), and ________________, a _______ corporation / limited liability company / limited partnership with principal offices at ______________________________________, Email Address: _________________.

NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Certain Definitions. In this Agreement, the following words and expressions shall have the following meanings:

1.1 “You” and “your” means the entity that is purchasing software–as-a-service from Perspecta. Software-as-a-service consists of system administration, system management, and system monitoring activities that Perspecta performs for Provider Directory Now, and includes the right to use Provider Directory Now and the applicable support services for Provider Directory Now, as well as any other services provided by Perspecta hereunder (collectively, the “Services”).

1.2 “Provider Directory Now” means the software products owned or distributed by Perspecta to which Perspecta grants you access as part of the Services and any program updates provided as part of the Services.

1.3 “Users” means those individuals authorized by you or on your behalf to use the Services.

1.4 “Your data” means any data that you provide that resides in your Services environment that you include to be incorporated into any of your provider directories.

2. Applicability of Agreement. This Agreement is valid for your license and use of Provider Directory Now, as further set forth herein.

3. Rights Granted.

3.1 For the duration of the Services Term, you will have the nonexclusive, non-assignable, royalty free, worldwide, limited right to access and use the Services solely for your business operations and subject to the terms of this Agreement. You may allow your Users to access and use the Services for this purpose and you are responsible for your Users’ compliance with the terms of this Agreement.

3.2 You acknowledge that Perspecta has no delivery obligation and will not ship copies of Provider Directory Now to you as part of the Services. All copies of Provider Directory Now will be accessed via any web browsers after you set up an account with Perspecta and pay the applicable fees. Upon any expiration or termination of this Agreement or the Services provided hereunder, your right to access and/or use Provider Directory Now, and any other provider directories you created, will automatically terminate, and only those rights specifically set forth herein will survive.

4. Fees and Taxes.

4.1 You agree to pay those fees as set forth on the Perspecta website, and as specifically provided on Schedule A hereto and any addendums or supplements thereof, as amended from time to time. When you set up your account, you will be able to choose one of our three billing plan options (i.e., monthly, quarterly, or annually). Except as otherwise set forth herein, all sums paid are nonrefundable. All prices are subject to change. Perspecta reserves the right to correct any misprints or errors in pricing and to make any revisions as necessary or advisable, as determined in its sole discretion. We do not offer any price protection or price adjustments in the event of a current or subsequent price reduction or promotional offering.

4.2 If we do not receive your payment when it is due, you will have a grace period of 14 days to make a payment. If we do not receive a payment on day 14, your directories will be suspended and your account will be inaccessible. You will have up to 30 days to re-activate your account by paying the amount due plus a reactivation fee of 50% of your monthly fee if you are on a monthly payment plan, 50% of the quarterly fee if you are on a quarterly payment plan, or 25% of your annual fee if you are on an annual payment plan. Once we receive the full payment and the re-activation fee, you will have access to your account and the directories you have set up. If your payment is more than 30 days overdue, all account information as well as directory information for each directory will be destroyed, in our sole discretion.

4.3 All fees are exclusive of taxes and expenses. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Perspecta must pay based on the Services you purchased, except for taxes based on Perspecta’s net income. You will reimburse Perspecta for reasonable expenses related to providing any on-site portion of the Services if applicable. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.

4.4 You agree that you have not relied on the future availability of any services, programs or updates in agreeing to the payment obligations set forth herein; provided, however, that the foregoing does not relieve Perspecta of its obligation to deliver Services that you have purchased under this Agreement.

4.5 You can cancel your account at any time and unpublish any of your provider directories at any time. You are responsible for paying any fees due and owing prior to the date you cancel your account. If you selected the annual billing plan and you cancel a directory within 15 days of publishing it, you are eligible for a 75% refund of the annual fee. If you selected the annual billing plan and you cancel a directory after 15 days of publishing it, you are eligible for a 50% refund of the annual fee. If you selected the annual billing plan and you cancel a directory after 30 days of publishing it, you are not eligible for a refund. If you chose the monthly or quarterly billing plans, you are not eligible for a refund.

5. Ownership and Restrictions.

5.1 You retain all ownership and intellectual property rights in and to your data that was provided by you to Perspecta. Perspecta or its licensors retain all ownership and intellectual property rights in and to Provider Directory Now, Perspecta’s data that you may or may not have accessed in connection with your use of the Services, and all Services. Perspecta retains all ownership and intellectual property rights in and to anything developed and provided under this Agreement.

5.2 Any third party software or other technology that may be appropriate, advisable or necessary for use with Provider Directory Now is governed by the terms of the third party technology license agreement specified by Perspecta and not by this Agreement. We do not offer any warranties related to your use of such third party technology.

5.3 You may not:

(a) remove or modify any program markings or any notice of Perspecta’s or its licensors’ proprietary rights;

(b) make Provider Directory Now or any materials obtained or resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services you have acquired);

(c) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by Provider Directory Now), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to those offered by Perspecta;

(d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or provide the Services, Provider Directory Now or any other materials provided by Perspecta to any third party, other than as expressly permitted by this Agreement.

5.4 The rights granted to you under this Agreement are also expressly conditioned on the following:

(a) except as expressly provided herein, the rights of any User authorized to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such authorization is reassigned in its entirety to another authorized User, in which case the prior authorized User shall no longer have any right to access or use the Services);

(b) each purchase of Provider Directory Now includes the authorization of use by two individuals, which shall mean the main user and an optional secondary user, each as assigned and specifically named by you as an authorized User;

(c) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, whether now known or hereafter developed; and

(d) you agree to make every reasonable effort to prevent unauthorized third parties from accessing and/or using the Services.

5.5 Perspecta reserves the right to perform statistical analyses of your use of the Services. We do this to measure the effectiveness of the Services, to optimize the performance of the Services, and to ensure compliance with the terms of this Agreement. You will not have any right or ability to obtain or learn the results of any such analysis.

6. Restrictions on Use of the Services. You further agree not to use or permit use of the Services, including by uploading, e-mailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; I constitute an infringement of intellectual property or other proprietary rights of any third party, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Perspecta under this Agreement, Perspecta reserves the right to remove or disable access to any material that violates any of the foregoing restrictions. Perspecta shall have no liability to you if Perspecta takes any such action. You agree to defend and indemnify Perspecta against any claim arising out of a violation of your obligations under this Section.

7. Your Data.

7.1 You agree to provide any notices and obtain any consents related to your use of the Services and Perspecta’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information and your data. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the data you provide to Perspecta, including your data. You are responsible for establishing such procedures as you deem appropriate to verify the accuracy of any data transmitted by you hereunder, and we will have no obligation to verify the accuracy of such data. Perspecta disclaims any liability or responsibility with respect to your data that you upload when you create and manage your provider directories.

7.2 Notwithstanding your obligations set forth in Section 7.1, Perspecta reserves the right, in its sole discretion, to confirm with the supplier of your data that such data is contractually available to you, or you otherwise have permission to use such data. If the supplier of the data denies that it has a direct or indirect relationship with you and denies allowing you to access such data, Perspecta will provide you with prompt notice of such denial. Perspecta reserves the right to remove such data from the directory, require you to remove such data, suspend or terminate your use of Provider Directory Now, or take such other action as it deems advisable or necessary, in it sole discretion to protect the rights of such supplier. If Perspecta takes action as set forth in this Section, it will not be in breach of the terms of this Agreement.

8. Limited Warranty, Disclaimers and Exclusive Remedies.

8.1 Perspecta warrants that it will provide the Services in a commercially reasonable manner, and that Provider Directory Now will be free from material defects. If the Services provided to you for any given month during the Services Term were not performed as warranted, you must provide written notice to Perspecta no later than five business days after the last day of that particular month.

8.2 PERSPECTA DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT PERSPECTA WILL CORRECT ALL ERRORS IN OR PROBLEMS WITH THE SERVICES. YOU ACKNOWLEDGE THAT PERSPECTA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PERSPECTA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8.3 For any breach of the above warranty, Perspecta will provide you with a services fee credit in an amount equal to ten percent (10%) of the net monthly fees for the applicable Services for the month in which the breach occurred. Such credit will be provided only towards any outstanding balance for Services owed to Perspecta, and the providing of such credit will represent your exclusive remedy, and Perspecta’s sole liability, for all breaches of any warranty specified in this Agreement.

8.4 TO THE EXTENT NOT PROHIBITED BY LAW, PERSPECTA DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, PROVIDER DIRECTORY NOW, AND ANY OTHER PRODUCTS AND RELATED MATERIALS AND/OR SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT.

8.5 Perspecta will not be responsible for any delay in the delivery of any Services, including without limitation any support services (if applicable), which is due to your failure to provide assistance as provided under this Agreement.

9. Trial Use of the Services. From time to time, Perspecta may offer you the ability to order certain Services for trial, nonproduction purposes, subject to the terms and conditions of this Agreement. Services acquired for trial purposes are provided “AS IS”. Perspecta does not offer any warranties for trial Services.

10. Support. Perspecta shall provide the level of support that is reasonably required for the proper performance of the Services, which shall be included at no additional cost. If you need assistance while you are setting up your provider directory, please call our Provider Directory Now service number at 833-586-5340 or send us an email at providerdirectorynowhelp@goperspecta.com.

11. Nondisclosure.

11.1 By virtue of this Agreement, each party may have access to information that is confidential to the other party (“Confidential Information”). We each agree to disclose only information that is required for the performance of its obligations under this Agreement. Confidential Information shall be limited to the terms and pricing under this Agreement, information related to the functionality and operation of Provider Director Now, your data residing in the Services environment, and all information clearly identified as confidential at the time of disclosure.

11.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party as evidenced through the developing party’s written documentation.

11.3 The parties agree to hold each other’s Confidential Information in confidence. The parties further agree to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Perspecta will protect the confidentiality of your data residing in the Services environment in accordance with the Perspecta security practices and policies. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the other party’s Confidential Information to a court of competent jurisdiction, administrative agency or governmental entity, or by subpoena, summons or other legal process, or by law, rule or regulation, or by applicable regulatory or professional standards, provided that, prior to such disclosure, the disclosing party is given reasonable advance notice of such order or obligation and an opportunity to object to such disclosure (if legally permissible).

11.4 In the event of impermissible disclosure, loss, theft, access, use or destruction of Confidential Information, the receiving party shall immediately notify the disclosing party in writing and take all reasonable steps to mitigate potential harm or further disclosure, loss, theft, access, use or destruction of Confidential Information.

11.5 It is understood and agreed that monetary damages may not be an adequate remedy for an actual or potential breach of the provisions of this Section 11, and therefore in addition to any other legal or equitable remedies available to the relevant party, a party may seek an injunction or similar relief against such breach.

12. Indemnification.

12.1 If a third party makes a claim against either you or Perspecta (“Recipient” which may refer to you or Perspecta depending upon which party received the Material) that any information, design, specification, instruction, software, service, data, or material (collectively, “Material”) furnished by either you or Perspecta (“Provider” which may refer to you or Perspecta depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, then the Provider, at its sole cost and expense, will defend the Recipient against such claim and indemnify the Recipient from any damages, liabilities, costs and expenses awarded by a court to the third party claiming infringement or any settlement agreed to by the Provider, so long as the Recipient does the following:

(a) notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);

(b) gives the Provider sole control of the defense and any settlement negotiations; and

(c) gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

12.2 If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, then the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may terminate the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or services policies or if the Recipient uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (a) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (b) any Material from a third party portal or other external source that is accessible to Recipient within or from the Services (e.g., a third party web page accessed via a hyperlink). Perspecta will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Perspecta. Perspecta will not indemnify you for any infringement caused by your actions against any third party if the Services as provided to you and used in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights. Perspecta will not indemnify you for any infringement claim that is based on: (i) a patent that you were made aware of prior to the effective date of this Agreement (pursuant to a claim, demand, or notice); or (ii) your actions prior to the effective date of this Agreement. This Section provides the parties’ exclusive remedy for any infringement claims or damages.

13. Term and Termination.

13.1 Unless earlier terminated in accordance with the terms of this Agreement, the Services shall be provided for a one year period, and will automatically renew for renewal terms of one year, unless you provide us with thirty days notice prior to the end of the then current term that you no longer wish to receive the Services. The term of this Agreement, including any renewal terms, are collectively defined as the “Services Term.” You will not be required to take any action to renew your account, as long as the payment information you provided is still valid. We will use reasonable efforts to provide you with at least seven days notice that the Services Term is set to expire.

13.2 Upon the expiration or termination of the Services Term, all rights to access or use the Services, including Provider Directory Now, shall end. Upon any expiration or termination of this Agreement, you are required to uninstall Provider Directory Now from all of your computers and devices and destroy any copies and materials associated therewith that are in your possession.

13.3 Either party may terminate this Agreement if the other party breaches a material term of this Agreement and fails to correct that breach within 30 days of written notice of the breach, which notice identifies the breach in question with particularity. If Perspecta terminates as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for the Services purchased under this Agreement, plus related taxes and expenses. If Perspecta terminates the Services under Section 12 (Indemnification), you must pay within 30 days all amounts remaining unpaid for Services, plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this Agreement, you may not use the Services until that breach has been cured.

13.4 Either party may also terminate this Agreement if the other party ceases to carry on its business; or a receiver, administrative receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of such other party and is not discharged within 60 days of such appointment; such other party makes an assignment for the benefit of, or a composition with, its creditors, or another arrangement of similar import; or such other party enters into liquidation other than for the purposes of a bona fide amalgamation or reconstruction.

13.5 In addition, Perspecta may immediately suspend your password, account, and access to or use of the Services (a) if you fail to pay Perspecta as required under this Agreement and do not cure within the first 14 days of the 30 day cure period, or (b) if you violate any provision within Sections 3, 5, 6 or 15 of this Agreement. Perspecta may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Perspecta’s initial notice thereof. Any suspension by Perspecta of the Services under this Section shall not excuse you from your obligation to make payment(s) under this Agreement.

13.6 You acknowledge and agree that, except as set forth in this Agreement, Perspecta has no obligation to retain your data and that your data may be irretrievably deleted after 60 days following the termination of this Agreement.

13.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

14. Limitation of Liability. PERSPECTA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST BUSINESS, LOST PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), LOST GOODWILL, LOST DATA, LOST USE OF DATA OR OTHER PECUNIARY LOSS, THAT YOU SUFFER OR INCUR AS A CONSEQUENCE OF THE USE OR PERFORMANCE OF THE SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR OTHERWISE, EVEN IF PERSPECTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE RESPONSIBLE FOR ANY CLAIM THAT YOUR DATA INFRINGES THE RIGHTS OF THIRD PARTIES OR THAT YOU DO NOT HAVE THE RIGHT TO USE SUCH DATA. PERSPECTA’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO PERSPECTA FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, EVEN IF PERSPECTA HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST PERSPECTA SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THIS AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Export. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export control laws will govern your use of the Services (including any technical data) and any Services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from any Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including but not limited to nuclear, chemical, or biological weapons proliferation, or development of missile technology.

16. Force Majeure. Neither party to this Agreement will be in default of its obligations under this Agreement to the extent such performance is delayed or prevented by causes beyond its reasonable control, including but not limited to acts of God, earthquake, flood, embargo, riots, sabotage, utility or transmission failures, fire, labor disturbances, acts of war, acts of terrorism, radiological, nuclear, chemical, or biological attack, or spread of infectious disease, a new and unforeseeable law or court order that prohibits performance or imposes a substantial and commercially unreasonable burden on performance, the unavailability of third-party telecommunications or services (after taking all commercially reasonable steps to provide substitutes therefore), the inability to obtain raw materials, supplies, or power needed herein (after taking all commercially reasonable steps to provide substitutes therefore).

17. Services Tools.

17.1 Perspecta may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve your service requests. The Tools will not collect, report or store any of your data residing in the service production environment, except as may be necessary to troubleshoot service requests or other problems in the Services. Data collected by the Tools (excluding production data) may also be used to assist in managing Perspecta’s product and service portfolio and for license management. You agree that (a) except as set forth in Section 17.2, you may not access or use the Tools, and (b) you will not use or restore the Tools from any tape backup at any time following any expiration or termination of this Agreement.

17.2 If Perspecta provides you with access to or use of any Tools in connection with the Services, your right to use such Tools will be governed by the license terms that Perspecta specifies for such Tools; provided, however, that, if Perspecta does not specify license terms for such Tools, you will have a non-transferable, non-exclusive, limited right to use such Tools solely to facilitate your administration and monitoring of your Services environment, subject to the terms of this Agreement. Any such Tools are provided by Perspecta on an “AS IS” basis and Perspecta does not provide technical support or offer any warranties for such Tools. Your right to use such Tools will terminate upon the earlier of your receipt of written notice of termination from Perspecta, the end of the Services Term, or the date that the license to use such Tools ends under the license terms specified for such Tools.

18. Customer Reference. You agree that Perspecta may identify you as a recipient of Services and use your name and logo in sales presentations, marketing materials and press releases.

19. Entire Agreement. You agree that this Agreement, including the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy, including Perspecta’s Terms of Use and Privacy Notice), is the complete agreement for the Services that you purchased, and that this Agreement supersedes all prior and/or contemporaneous agreements or representations, written or oral, regarding such Services. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other non-Perspecta document and no terms included in any such purchase order or other non-Perspecta document shall apply to the Services purchased hereunder. This Agreement may not be modified or amended and the rights and restrictions set forth herein may not be altered or waived except in writing signed by authorized representatives of you and of Perspecta.

20. Attorney’s Fees. Should it become necessary to take any action to collect any amount that you owe under this Agreement or to otherwise enforce the terms of this Agreement against you, you agree to pay Perspecta’s actual and reasonable attorneys’ fees and all reasonable costs of collection, including, but not limited to, any reasonable attorney’s fees associated with obtaining, enforcing or collecting upon any final, non-appealable judgment against you issued by a court of competent jurisdiction. If it becomes necessary for Perspecta or its agent to defend against or respond to any third-party claims under the intellectual property laws of the United States, a foreign country, or any treaties to which the United States is a party, and specifically 17 U.S.C. § 512(c) (a safe harbor provision of the Digital Millennium Copyright Act), or any subsequent or similar acts achieving a similar purpose, you agree to pay all actual and reasonable attorneys’ fees and costs incurred by Perspecta and/or its agents in connection with such response or defense, as the case may be, but only to the extent that such third-party claims arise out of any actions that were undertaken by you or your employees or agents.

21. General.

21.1 Perspecta is an independent contractor, and the parties agree that no partnership, joint venture, or agency relationship exists between the parties hereto. Each of the parties will be responsible for paying its own employees, including employment related taxes and insurance.

21.2 You will obtain, at your sole cost and expense, any rights and consents from third parties that may be necessary for Perspecta and its subcontractors to provide the Services under this Agreement to you.

21.3 This Agreement shall be deemed signed in the Commonwealth of Pennsylvania and construed in accordance with the laws of that state, without regard to conflict of laws rules or principles. It is understood and agreed that any dispute arising under this Agreement shall be resolved in the courts of the Eastern District of Pennsylvania and the parties hereto hereby submit to such jurisdiction for such purpose.

21.4 All notices, requests, demands and other communications required or permitted to be made under this Agreement shall be in writing and shall be deemed duly given if hand delivered against a signed receipt therefor, sent by registered or certified mail, return receipt requested, first class postage prepaid, sent by internationally recognized overnight delivery service, or sent by confirmed electronic mail (with any notices sent by electronic mail to also be sent by one of the other methods set forth in this Section), in each case addressed to the party entitled to receive the same to the addresses set forth on the first page of this Agreement. Either party may change the address to which communications are to be sent by giving notice of such change of address in conformity with the provisions of this Section providing for the giving of notice. Notice shall be deemed to be effective, if personally delivered, when delivered; if mailed, at midnight on the seventh business day after being sent by registered or certified mail; if sent by nationally recognized overnight delivery service, on the next business day following delivery to such delivery service; and if sent by confirmed electronic mail, on the next business day following transmission (so long as any notices sent by electronic mail are also sent by one of the other methods set forth in this Section).

21.5 You may not assign this Agreement or give or transfer the Services or an interest in them to another individual or entity. If you grant a security interest in any portion of the Services, the secured party has no right to access, use or transfer the Services or any deliverables. Subject to the foregoing restriction, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

21.6 Except for actions for nonpayment or breach of Perspecta’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.

21.7 Perspecta may audit your use of the Services from time to time. You agree to cooperate with Perspecta’s audit and provide reasonable assistance and access to such information as Perspecta may reasonably request. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay to Perspecta any fees applicable to your use of the Services in excess of the rights granted to you in this Agreement, such payment to be made within 30 days of your receipt of written notification thereof. If you fail to make such payment in a timely manner, Perspecta will have the right to suspend your right and ability to access and use the Services and/or terminate this Agreement, without any further written notice to you. You agree that Perspecta will not be responsible for any of your costs incurred in cooperating with any audit.

21.8 The Uniform Computer Information Transactions Act does not apply to this Agreement or any orders placed under it. You understand that Perspecta’s business partners, including any third party firms that you may retain to provide computer consulting services, are independent of Perspecta and are not Perspecta’s agents. Perspecta is not liable for or bound by any acts of any such third parties, unless such third party is providing Services as a Perspecta subcontractor on an engagement ordered under this Agreement.

21.9 All sums set forth in this Agreement, or any appendices, exhibits or schedules hereto or thereto are, and are intended to be, expressed in United States dollars.

22. Execution. You agree to be bound by the terms and conditions of this Agreement as of the date on which you click on the “AGREE” button. Your use of Provider Directory Now, and any of our Services, is also governed by our Terms & Conditions and our Privacy Notice. You also agree that, except as otherwise set forth herein, this Agreement is the complete and exclusive statement of agreement between you and Perspecta and supersedes all prior proposals or prior agreements, oral or written, and any other communications between you and Perspecta relating to the subject matter of this Agreement. If requested by Perspecta, you agree to sign and return to Perspecta a copy of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, your failure to sign or return a copy of this Agreement to Perspecta within ten days of the delivery to you by Perspecta of such a copy may, at Perspecta’s option, constitute a breach sufficient for Perspecta to immediately terminate this Agreement.

BY CLICKING ON THE “AGREE” BUTTON BELOW, YOUR ACKNOWLEDGE THAT YOUR HAVE READ AND YOU UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.

23. Interpretation. In this Agreement:

23.1 the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa;

23.2 references to “including” or “include(s)” shall be deemed to mean, respectively, “including without limitation” or “include(s) without limitation”;

23.3 headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement;

23.4 references to Sections and schedules (if any) are, unless otherwise provided, references to sections in and schedules to this Agreement; and

23.5 in the event and to the extent of any conflict between the terms of this Agreement and the schedules or any appendices or exhibits hereto, the terms of this Agreement shall prevail.

Schedule A

Perspecta Provider Director Now Pricing (as of July 1, 2018)

You agree to pay the fees set forth below in connection with your use of Provider Directory Now. The fees are subject to change, and may be updated by Perspecta from time to time, in its sole direction.

Terms and Agreement