Terms of Service

This Master Services Agreement – Web Terms (“Agreement”) sets forth the terms under which Samasource Impact Sourcing, Inc., an organization registered in the State of Delaware and having its offices at 2017 Mission St, Suite 301, San Francisco, CA, 94110 (“Sama”), will perform Services for a customer that enters into a Statement of Work with Sama referencing these web terms (“Customer”, and together with Sama, the “Parties” and each a “Party”).

Whereas Sama provides information technology services including the delivery of image annotation services, and Customer desires to engage Sama for such services as detailed in one or more Statements of Work to be executed by both Parties pursuant to this Agreement (the “Services”);

Whereas Sama is willing to provide the Services under the terms of this Agreement and executed Statements of Work; and

Now, therefore, in consideration of the mutual promises of the Parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. Definitions.

1. “Confidential Information” means all confidential information, including source code, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, disclosed by a Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data. Sama Confidential Information includes the Retained Works and the terms of this Agreement. Confidential Information (other than Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (iii) is received from a third party without knowledge or reason to know that such disclosure would result in the breach of any obligation owed to the disclosing Party, or (iv) was independently developed by the receiving Party, without use of the disclosing Party’s Confidential Information.
2. “Customer Data” means any electronic data or information submitted by Customer to Sama, or which Customer otherwise requires Sama to access, in performance of the Services.
3. “Customer Property” means all: (a) pre-existing or independently developed or licensed property of any type or nature, whether tangible or intangible owned by Customer and provided to Sama hereunder; (b) any computing equipment provided by Customer to Sama in connection with the Services; (c) Customer’s Confidential Information, and (e) any Intellectual Property Rights in the foregoing.
4. “Deliverables” means the items specifically designated in a SOW as “deliverables” to be provided by Sama to Customer as a result of the performance of the Services under such SOW; provided, however, that Deliverables shall at all times exclude the Sama Works.
5. “Intellectual Property” means anything protectable by an Intellectual Property Right.
6. “Intellectual Property Right” means with respect to any Intellectual Property, all applicable patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered).
7. “Personnel” means any employees of Sama, its affiliates or subcontractors that Sama has assigned to perform Services under this Agreement.
8. “Reimbursable Expenses” means travel and other costs and expenses that are reimbursable to Sama in accordance with the terms of this Agreement and/or a SOW.
9. “Representatives” means with respect to each Party, such Party’s affiliates and their third party contractors and agents and their respective officers, directors and employees, all acting on behalf of each such Party.
10. “Residuals” means information of a general nature (and explicitly not Confidential Information of either Party) such as general knowledge, ideas, concepts, know-how, professional skills, work experience or techniques (excluding specifics such as exact implementations, or configurations or coding) that is unintentionally maintained in the unaided memories of each Party who have had access to the other Party’s Confidential Information pursuant to this Agreement.
11. “Retained Works” means the Third Party Works and Sama Works.
12. “Specifications” means any mutually agreed upon technical specification and functional description set forth in a SOW that Sama will reference in development of a Deliverable under this Agreement.
13. “Statement of Work” or “SOW” means a document governed by this Agreement and executed by each of the Parties that sets forth the Services that will be provided by Sama and any additional applicable terms and conditions for the particular project, including the fees for the Services.
14. “Third Party Agreement” means the Third Party’s terms and conditions applicable to each Third Party Work.
15. “Third Party Works” means any software products (including open source software), software documentation or technical specifications (including industry standards issued by a standards organization), technical data, equipment, APIs, connectors, software development kits, hosting or other services, or any other items owned by a Third Party that are not the sole property of Sama that are either (a) used by Sama to develop, test, or deliver the Deliverables or provide the Services; (b) incorporated by Sama into a Deliverable; or (c) procured by Sama for the Customer as required under this Agreement.
16. “Third Party” means an unaffiliated third party to either Sama or Customer.
17. “Sama Works” means all of: (a) Sama’s independently developed property of any type or nature, including property provided, used or developed in the course of performing the Services or preparing the Deliverables, whether tangible or intangible, excluding Third Party Works, but including Sama’s software applications, software tools, software scripts, methodologies, templates, sample code, specifications or know-how as well as any modifications, extensions, derivative works to the foregoing; (b) Sama’s Confidential Information; and (c) the Intellectual Property Rights in the foregoing.

II. Provision of Professional Services.

1. Statements of Work. The Parties’ responsibilities and obligations for projects will be set forth in SOWs signed by the Parties. The SOWs will incorporate the terms and conditions of this Agreement and specify the Services and Deliverables to be performed. Depending on the scope of Services, the Parties may also enter into separate orders under each SOW (each an ” Order“) that identify additional transaction-specific information.
2. Change Requests. Should either Party request a change with respect to the scope or any other aspect of the Services, Deliverables or Specifications described in a SOW, the Parties shall prepare a change order describing the agreed-to modifications to the SOW (a “Change Order“), which Change Order shall become effective only when executed by both Parties. Executed Change Orders will be considered an amendment to the SOW.
3. Use of Subcontractors. Unless otherwise set forth in the applicable SOW, Customer acknowledges and agrees that, in the course of providing Services hereunder, Sama may use Personnel of its affiliates and/or third parties acting on behalf of Sama (” Subcontractors” ). Sama is and shall remain liable for the performance of and all acts and omissions of its Subcontractors in connection with this SOW as if such performance, acts or omissions were performed by Sama and its affiliates as applicable directly.
4. Project Status Information. Sama agrees to provide Customer with such information and updates as Customer may reasonably request with respect to the progress of the Services and any Deliverables under the SOW. Sama shall promptly inform Customer of any factor, occurrence, event or other anticipated problems (resolved or unresolved) that may affect Sama’s ability to meet the requirements of the SOW, or that is likely to cause any material delay in the performance of the Services or delivery of any Deliverable. Sama shall, upon reasonable notice, and at a mutually agreed upon time and place, make itself available for purposes of review or discussion of the status and conduct of Services or Deliverables being provided under the SOW.
5. Acceptance. Acceptance procedures for particular Services or Deliverables may be set forth in the SOW. In the event that the SOW does not set forth acceptance procedures, the Services and Deliverables will be deemed accepted upon delivery to the Customer.

III. Fees and Payment.

1. Fees. Sama will charge Customer the fees, including any Reimbursable Expenses, if applicable, set forth in the SOW, plus any taxes required hereunder.
2. Payment. Customer shall pay Sama the fees set forth in each SOW. In addition to the fees set forth in each SOW, Customer shall reimburse Sama for all taxes assessed against Sama related to the delivery of the Services, provided that Customer shall not be obligated to pay for taxes for which Customer has provided Sama with a valid tax exemption certificate authorized by the appropriate taxing authority. Sama shall be responsible for taxes assessable against Sama based on Sama’s income, real or tangible property and employees. Sama shall invoice Customer as set forth in each SOW. Unless otherwise agreed upon in a SOW, each invoice is due and payable thirty (30) days after the invoice date. If Sama has not received payment (except for payments which are the subject of a good faith and reasonable dispute) within thirty (30) days after the due date, Sama reserves the right to: (i) assess interest on past due amounts at the rate of two percent (2%) per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due; and (ii) in addition to any other rights or remedies it may have under this Agreement or by law, Sama reserves the right to suspend the Services upon thirty (30) days’ notice to Customer, until such amounts are paid in full.

IV. Term and Termination.

1. Term. This Agreement shall commence on the Effective Date and shall continue until it has been terminated pursuant to the terms of this Agreement.
2. Termination for Cause. A Party may terminate this Agreement or a SOW for cause, (a) if the other Party is in material breach of its obligations under this Agreement or the SOW and has not cured the breach within thirty (30) days of receipt of written notice setting forth in reasonable detail the nature of the breach, or (b) immediately, if the other Party becomes insolvent, makes any assignment for the benefit of creditors, files for liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
3. Effect of Termination.
4. If the Services are terminated as a result of an uncured breach by Sama under Section 4.2 above, Sama shall refund the pro-rata portion of fees paid by Customer for the terminated Services or Deliverables not otherwise provided pursuant to the SOW.
5. Upon termination for any reason: (i) Sama shall turn over to Customer all completed or partially-completed Deliverables upon Customer’s timely payment of all applicable fees owing as of the effective date of termination; (ii) Customer will return to Sama and/or shall cease all further use of all Sama Works or Third Party Works that Sama provided to Customer pursuant to the terminated Services; and (iii) Sama will return to Customer and/or shall cease all further use of all other Customer Property that Customer provided to Sama pursuant to the terminated Services.
6. The Parties agree to use commercially reasonable efforts to cooperate in good faith following any such termination to facilitate the orderly transition and conclusion of a project; provided, however, that transition services requested by Customer will be subject to a separate mutually agreed upon SOW under which Sama will have the right to invoice on a time and materials rate basis (or other basis as may be mutually agreed upon by the Parties) for such transition services at Sama’s then-current standard rates.
7. Termination or expiration of the Services will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination or expiration relieve Customer of its obligation to pay all fees and charges that accrued prior to such termination.

V. Grant of Rights and Ownership.

1. Grant of Rights. Except for the Retained Works, the Customer is and shall be the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein. Sama agrees that, except for the Retained Works, the Deliverables shall constitute a “work made for hire” as defined in 17 U.S.C. §101 for the Customer; provided, however, that to the extent the Deliverables do not constitute a “work made for hire”, Sama hereby irrevocably assigns to the Customer, without additional consideration, all right, title and interest throughout the world in and to the same, including all Intellectual Property Rights therein. Sama shall cause its Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables. The obligations of Sama under this Section 5.1 are subject to payment by Customer of all applicable fees for the Services and Deliverables.
2. Further Action. Upon the reasonable request of Customer, and at the expense of the Customer, Sama shall, and shall cause the Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be reasonably necessary to assist the Customer to prosecute, register, perfect or record its rights in or to any Deliverables as set forth herein.
3. Customer Property.
4. As between the Parties, the Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to any Customer Property, including any and all Intellectual Property Rights therein. Sama shall have no right or license to use any Customer Property except solely during the term of the Services, to the extent necessary to provide the Services and any Deliverables under this Agreement. All other rights in and to the Customer Property are expressly reserved by the Customer.
5. Sama is not liable to Customer for any errors or delays in the Deliverables or the Services that are caused by errors, delays, failure, unavailability, downtime or access issues with respect to any Customer Property. Customer is responsible for implementing all technical, physical and administrative safeguards with respect to the Customer Property to maintain the security and confidentiality of the Customer Property on Customer’s systems. Any additional limitations on use of the Customer Property shall, where applicable, be set forth in this Agreement.
6. Sama Works. Notwithstanding anything to the contrary set forth herein, as between the Parties, Sama will retain ownership of the Sama Works. Sama hereby grants the Customer a limited, perpetual, royalty-free, worldwide license to use such Sama Works to the extent incorporated in or combined with the Deliverables, solely as required for Customer’s lawful receipt and use of the Services and Deliverables. The foregoing does not include the right of the Customer to extract the Sama Works from the Deliverables or to use the Sama Works apart from the Deliverables. Except for the foregoing express license, Sama reserves all right, title and interest in and to the Sama Works.
7. Third Party Works. With respect to Third Party Works, the Customer obtains only the applicable licensed or other use rights contained in the applicable Third Party Agreement. The Customer shall be solely responsible and liable for compliance with any Third Party Agreement. Further, notwithstanding anything to the contrary in the Agreement or this SOW, none of Sama’s warranties, representations or covenants herein shall apply with respect to any Third Party Works supplied to the Customer pursuant to the applicable Third Party Agreement and the Customer acknowledges and agrees that, because Sama is not the developer or supplier of the Third Party Works, Sama assumes no liability to the Customer for any breach by the Third Party or Customer of any of its obligations pursuant to the Third Party Agreements.
8. Identification Process. The Customer and Sama shall develop a mutually agreed upon procedure for identifying and obtaining any required approvals for the use of any Retained Works to the extent they are to be incorporated into the Deliverables.
9. Non-Impediment. Provided that Sama does not use or copy any Customer Property and otherwise complies with its confidentiality obligations under the Agreement, nothing in the Agreement or a SOW shall be construed as precluding or limiting in any way the right of Sama to provide consulting, development, or other services of any kind to any individual or entity (including without limitation performing services or developing materials which are similar to and/or competitive with the Services and/or Deliverables hereunder), or assigning any Personel or Representatives to any other projects with Customers.
10. Residuals. Subject to the confidentiality and Intellectual Property Rights provisions herein, either Party may use Residuals for any purpose, including use in the development, manufacture, promotion, sale, and maintenance of its products and services; provided that this right to Residuals does not represent a license under any patents, copyrights or mask works of the disclosing Party.

VI. Representations, Warranties and Disclaimers.

1. Mutual Warranties. Sama and Customer represent and warrant to the other that as of the Effective Date: (a) it is a corporation duly organized, validly existing and in good standing under applicable law, (b) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and (c) there are no actions, suits or proceedings pending, or to the best of its knowledge, threatened, which may have a material adverse effect on its ability to fulfill its obligations under this Agreement or on its operations, business, properties, assets or conditions.
2. Performance Warranty. Sama represents and warrants that (a) Sama and the Personnel that it uses to perform Services have the necessary knowledge, skills, experience, qualifications, rights and resources to perform the Services; and (b) the Services will be performed consistent with applicable generally accepted industry standards and in a professional and workmanlike manner. If through no fault or delay of Customer the Services do not conform to the foregoing warranties, and Customer notifies Sama in writing within thirty (30) days of delivery of the applicable Services, then, as Customer’s sole and exclusive remedy and Sama’s sole and exclusive liability, Sama will re-perform the non-conforming Services within a reasonable time not to exceed thirty (30) days, or, if Sama fails to re-provide the Services as warranted within such period, then Customer may terminate the relevant Services and recover the fees paid to Sama for the deficient Services.
3. GENERAL DISCLAIMER. EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS-IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY THAT THE SERVICES OR DELIVERABLES AS PROVIDED TO CUSTOMER OR USED BY CUSTOMER WILL BE SECURE, ERROR FREE, COMPLIANT WITH ANY LAW OR REGULATION OR INDUSTRY STANDARD. SAMA MAKES NO GUARANTEE REGARDING THE ACCURACY OF ANY RESULTS GENERATED FROM THE PROFESSIONAL SERVICES PROVIDED. EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, EACH PARTY, AND ITS REPRESENTATIVES, HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

VII. Non Solicitation.

To the extent permitted by applicable law, without the other Party’s express written consent, neither Party shall, during the term of Services and for two (2) years after their expiration or termination, solicit for hire, as an employee or independent contractor, any of the other Party’s personnel directly involved in performing or receiving the Services or Deliverables that are the subject of this SOW. Notwithstanding the foregoing, neither Party shall be precluded from employing or attempting to employ any personnel of the other Party who seeks employment in response to any general advertisement or solicitation that is not specifically directed toward the specific employee or consultant (e.g., advertisements or listings in such Party’s website or third party job sites, newspapers, trade journals, and the like).

VIII. Indemnification.

1. Indemnification by Sama. Sama will indemnify, defend and hold harmless Customer and its Representatives from and against all awarded damages, settlement amounts, and litigation costs and expenses, including reasonable attorneys’ fees and legal costs (“Losses“), incurred by Customer and its Representatives in defense and settlement of any third party claim, proceeding, action or suit, whether private, civil, criminal, administrative, or investigative (“Claims“) to the extent based upon: (a) infringement or misappropriation by Sama’s Services or Deliverables of a third party’s Intellectual Property Rights; and (b) death, bodily injury or damage to real or tangible personal property caused by the tortious conduct of Sama. The foregoing indemnification obligations shall not apply to the extent the Claim results from Customer’s breach of this Agreement, Customer’s unauthorized supply or disclosure of Customer Property or Customer’s independent violation of applicable law or the rights of third parties, or as otherwise noted in Section 9.4(a) below.
2. Customer Indemnity. Customer will indemnify, defend and hold harmless Sama and its Representatives from and against all Losses incurred by Sama and its Representatives incurred in defense and settlement of Claims to the extent based upon the exceptions identified in Section 8.4(a)(1) – (4) below; (b) Customer’s violation of the following laws, to the extent applicable to Customer’s rights and obligations under this Agreement: tax laws, labor and employment laws, anti-corruption or anti-bribery or anti-money laundering laws and/or export/import laws; and/or (c) death, bodily injury or damage to real or tangible personal property caused by the tortious conduct of Customer. The foregoing indemnification obligations shall not apply to the extent the Claim results from Sama’s breach of this Agreement or Sama’s independent violation of applicable law or the rights of third parties.
3. Indemnity Requirements. The indemnifying Party’s obligations in this Section 8 are conditioned on the indemnified Parties (a) giving the indemnifying Party prompt notice of any such Claim; (b) providing reasonable assistance and information to the indemnifying Party, at the indemnifying party’s expense, for the defense of the Claim; and (c) allowing the indemnifying Party to control the defense of any applicable Claim, and/or settle such Claim, provided that (i) the indemnifying Party will not affect any settlement unless such settlement provides the indemnified Party with a full release, and (ii) the indemnifying Party will have no right to bind the indemnified Party to terms other than the terms and conditions herein or admit liability by the indemnified Party in any Claim, without the indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified Party may engage counsel of its choice at its own expense to participate in the defense and settlement of Claims.
4. Infringement Indemnity Exceptions; Additional Infringement Claim Remedy. (a) Sama shall have no liability under this Agreement, under Sections 8.1(a) and 8.4(b) below, to the extent that a third party infringement claim results from: (1) Customer Property that Sama uses in accordance with Customer’s instructions or as permitted by this Agreement, including any Customer Property supplied to Sama and upon which Sama must rely to properly perform the Services or prepare the Deliverables; (2) nonconformities, defects or other damage caused by (i) modifications, customizations extensions, abridgments or enhancements of the Deliverables or Retained Works made by anyone other than Sama, or (ii) Sama’s compliance with Customer’s instructions, requirements or Specifications, or standards issued by a standards or regulatory organization with oversight over the Deliverable or Customer; (3) Customer’s unauthorized use of the Deliverables or Retained Works, in violation of law or in breach of this Agreement or Customer’s use of a Third Party Work incorporated into any such Deliverable in breach of the applicable Third Party Agreement; and/or (4) the combination of the Services or Deliverables with any item, data or other material not supplied by Sama.(b) If a Customer’s receipt or use of any Services or Deliverables hereunder is, or in Sama’s opinion is likely to be, enjoined due to a Claim of infringement pursuant to Section 8.1(a), then Sama may, at its sole option and expense: (1) procure for the Customer the right to continue using the infringing Services and Deliverables under the terms of this Exhibit B; (2) replace or modify the infringing Professional Services and Deliverables so that they are non-infringing and substantially equivalent or better in function to that of the enjoined Services and Deliverables; or (3) if options (1) and (2) above cannot be accomplished despite Sama’s commercially reasonable efforts, then Sama may terminate Customer’s rights and Sama’s obligations under this Agreement with respect to such infringing Services and Deliverables and remit to Customer on a pro-rata basis any remaining pre-paid fees for the infringing Services and Deliverables that are unusable as a result of the Claim.
5. Sole Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 8 SET FORTH THE INDEMNIFYING PARTY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO THE APPLICABLE THIRD PARTY CLAIMS UNDER THIS AGREEMENT.

IX. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS ARISING OUT OF, OR IN ANY WAY CONNECTED TO, THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SAMA LOST PROFITS. EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF, OR IN ANY WAY CONNECTED TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE), EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. The provisions of this Agreement allocate the risks between Sama and Customer. Sama’s pricing reflects this allocation of risk and the limitation of liability specified herein.

X. Confidentiality.

Each Party agrees to protect the other’s Confidential Information with the same standard of care such Party uses to protect its own Confidential Information, but in no event with less than a reasonable standard of care. Neither Party shall use the Confidential Information of the other Party for any reason other than as contemplated under this Agreement. Neither Party shall disclose the Confidential Information of the other Party to any employee or third Party except those who have a need to know and who are subject to non-disclosure obligations no less restrictive than those set forth herein. Disclosure of Confidential Information pursuant to a court order shall not be considered a breach of this provision provided the Party provides, to the extent not prohibited by law, makes the other Party aware of the disclosure requirement.

XI. Data Security.

Sama shall not access Customer Data except to provide the Services and Deliverables, prevent or address service or technical problems, or as requested by Customer. Each Party shall promptly notify the other Party of any unauthorized disclosure of Customer Data, and shall work cooperatively with the other Party to mitigate the impact of such disclosure. Sama shall provide the Service in accordance with a reasonable and appropriate security program designed to ensure the security, including protection against threats, hazards and unauthorized disclosure, and integrity of the Customer Data consistent with the provisions of Sama’s Information Protection Addendum which can be provided by Sama to the Customer for review upon the Customer’s request. Customer acknowledges and agrees that it has an independent duty to comply with any and all data privacy and protection laws applicable to it.

XII. General.

1. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder to the extent such failure or delay is beyond the reasonable control of such Party, and without fault or negligence of such Party, including strikes, shortages, riots, insurrection, fires, flood, storm, pandemics, explosions, acts of God, war, governmental action, labor conditions, earthquakes, and material shortages.
2. Governing Law , Venue, Waiver of Jury Trial. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the State of California. Any legal action or proceeding relating to this Agreement will be instituted in any state or federal court in San Francisco County, California. Sama and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
3. Notices. All notices under this Agreement will be in writing and addressed to the other Party’s required contact as set forth below or as otherwise notified by any Party under the Statement(s) of Work. Notice will be deemed given upon personal delivery, upon delivery by nationally-recognized bonded courier service, or seven (7) days after sending by certified or registered mail, postage prepaid and return receipt requested. Notice can also be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).If to Sama:
   Samasource Impact Sourcing, Inc.
   2017 Mission St, Suite 301
   San Francisco, CA 94110
   Telephone: 305-812-2393
   Attn: Chief Financial OfferWith a copy to:
   Samasource Impact Sourcing, Inc.
   2017 Mission St, Suite 301
   San Francisco, CA 94110
   Telephone: 305-812-2393
   Attn: Legal Dept.
4. Waiver; Cumulative Remedies. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except than as expressly stated herein otherwise, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
5. Export Administration. The Services and Deliverables may be subject to export laws and regulations of the United States and other jurisdictions. Customer shall not permit Users to access or use Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
6. Relationship Between the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.
7. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all SOWs) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement and all past due fees are paid in full, except that Customer shall have no right to assign this Agreement to a direct competitor of Sama. This Agreement shall inure to the benefit of the permitted successors and assigns of Sama and, subject to the restrictions on transfer or assignment herein set forth, shall be binding upon Customer and Customer’s successors and assigns.
8. Marketing Activities. Sama may use Customer’s name and logo in general listings of Sama’s customers. Sama may use Customer’s name and logo in press releases or white papers only upon prior approval of Customer (which approval shall not be unreasonably withheld or delayed). From time to time, Sama may request Customer to participate in reference calls and/or site visits with noncompetitive new Customers, partners, media and industry analysts, provided, that, Customer shall have no obligation to participate in any such reference calls or site visits. Sama will attempt to give Customer a 2-week notice in requesting an upcoming reference.
9. Entire Agreement. This Agreement, including all SOWs and Orders, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party, and no other act, document, usage or custom shall be deemed to amend or modify this Agreement. In the event of a conflict, the provisions of each SOW shall take precedence over provisions of the body of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.