Master Subscription Agreement


This Master Subscription Agreement (“Agreement”) is made and effective the date that Client agrees to this Agreement as set forth below (“Effective Date”) by and between Maxwell Solutions, Inc., a Delaware corporation, (“Maxwell”) and the Client that agrees to this Agreement as set forth below, (“Client”). Maxwell and Client are each a “Party” and collectively the “Parties”.

MAXWELL PROVIDES MAXWELL SERVICES ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CLIENT ACCEPTS AND COMPLIES WITH ALL TERMS AND CONDITIONS IN THIS AGREEMENT. BY ACCESSING OR USING MAXWELL SERVICES, CREATING A CLIENT ACCOUNT FOR MAXWELL SERVICES, CLICKING ANY “ACCEPT” BUTTON INDICATING YOUR ACCEPTANCE TO THIS AGREEMENT, OR TAKING ANY OTHER SIMILAR ACTION THAT SHOWS CLIENT’S ACCEPTANCE OF THIS AGREEMENT, CLIENT: (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND CLIENT TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT; AND (C) REPRESENTS AND WARRANTS THAT IT WILL CAUSE ALL OF ITS PERSONNEL AND AUTHORIZED USERS TO COMPLY WITH ALL REPRESENTATIONS, WARRANTIES, COVENANTS, RESTRICTIONS AND AGREEMENTS SET FORTH IN THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO ANY TERM OR CONDITION HEREIN, CLIENT MUST NOT ACCESS OR USE ANY MAXWELL SERVICES. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CLIENT REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL IS 19 YEARS OF AGE OR OLDER AND HAS ALL RIGHT, POWER AND AUTHORITY NECESSARY TO BIND CLIENT TO THIS AGREEMENT.

1.STRUCTURE OF AGREEMENT

  1. Each SOW is a Separate Agreement. Each written statement of work or order form that sets forth the Services to be performed or Subscription Service to be provided and signed by authorized representatives of both Parties (“SOW”) shall be deemed to incorporate by reference all of the terms and conditions of this Agreement and shall constitute a separate and binding contract between Maxwell and Client.

  2. Precedence. In the event there are any conflicts or any inconsistencies between the terms and conditions of any SOW and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control, unless the SOW specifically states that the SOW shall control and cites the term or condition of this Agreement to be overridden.

2.SUBSCRIPTION SERVICE AND SERVICES

  1. Subscription Service. Subject to the terms and conditions herein, Maxwell agrees to provide access to Maxwell’s online business application described in the applicable SOW (“Subscription Service”) during the term of the applicable SOW. For clarity, Subscription Service does not include Services.The Subscription Service and Services are, collectively, the “Maxwell Services”.

  2. Subscription Service Updates. Client acknowledges that Maxwell reserves the right at any time, or from time to time, with or without notice to update the content, functionality, or user interface of the Subscription Service at Maxwell’s sole discretion.

  3. Use Restrictions. Client may use Maxwell Services and Maxwell App (defined below) (collectively, the “Maxwell Products”) for its own internal business purposes, and for no other purpose. Client shall not use Maxwell Products for any purposes beyond the scope of the access granted in this Agreement. Without limiting the generality of the foregoing, Client shall not at any time, directly or indirectly, and shall not permit any Authorized User (defined below) or any other third party to: (i) copy, modify, or create derivative works of Maxwell Products, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Maxwell Products to any third party except as expressly authorized herein; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Maxwell Products, in whole or in part; (iv) remove any proprietary notices from Maxwell Products; (v) use Maxwell Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right; or (vi) use Maxwell Products to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations. 

  4. Maxwell may offer "Max," an AI-powered chatbot, as part of the Maxwell Services. Max is intended to assist users with inquiries regarding the use of Maxwell Products and benefits, policies, and procedures provided by Client. When an Authorized User utilizes Max, Maxwell may process the User Input (the question, query, or conversation history) and Contextual Data (relevant, non-Personal Information from Maxwell’s knowledge base or Client's documents) to formulate a response. Client acknowledges and agrees that: (i) Max utilizes third-party Artificial Intelligence technology and service providers to function; Maxwell licenses and uses this third-party AI technology but does not control how the third-party AI service provider uses the User Input, Contextual Data, or whether they use this data to train and improve their models; when Authorized Users ask questions about Client’s policies, the content is processed by this third-party AI; (iii) by using Max, Authorized Users acknowledge and agree to the use of this third-party AI technology and accept that Maxwell Solutions Inc. does not control the data use or retention practices of the third-party AI service provider. Client shall be responsible for ensuring that all Authorized Users are made aware of this Section; (iv) Client shall ensure that Authorized Users are informed that they should not submit any sensitive personal information (such as social security numbers, medical information, or account passwords) when interacting with Max.

  5. Third Party Services. Maxwell or third party providers may offer Third Party Services (defined below). Maxwell does not warrant any such Third Party Services, regardless of whether or not such Third Party Services are provided by a third party that is a member of a Maxwell partner program or otherwise designated by Maxwell as “certified,” “approved” or “recommended.” Any procurement by Client of such Third Party Services is solely between Client and the applicable third party provider. Maxwell is not responsible for any aspect of such Third Party Services that Client may procure or connect to through Maxwell Products, or any interoperation, descriptions, promises, or other information related to the foregoing. “Third Party Services” means products, services, subscriptions, applications, or implementation, customization and other professional or consulting services, provided by a party other than Maxwell employees.


3.USER ACCOUNTS; MOBILE APPLICATION

  1. Authorized Users. Each individual associated with Client who is authorized by Client to use the Subscription Service (“Authorized User”) and who accesses the Subscription Service must be issued a separate user account (with a unique ID) by Maxwell and/or Client (“User Accounts”). Client shall ensure that User Accounts remain confidential and secure and to not allow multiple users to utilize the same User Account. Client shall not provide, or provide access to, a User Account to any third party without prior written consent of Maxwell. If any Authorized User becomes no longer authorized by Client to have such access to the Subscription Service, then Client shall immediately notify Maxwell. Client will cause all Authorized Users to comply at all times with the terms and conditions set forth in this Agreement and any standard terms and conditions applicable to the use of the Subscription Service that may be made available to Authorized Users from time to time. Client is responsible for any breach by any Authorized User of any term or condition in this Agreement or any standard terms and conditions applicable to the use of the Subscription Service.

  2. Mobile Application. Any Authorized User  that desires to use Maxwell’s mobile or web-based application (which may be a combination of proprietary applications and software and third party software) in connection with the Subscription Service (“Maxwell App”) may save and use the Maxwell App on their mobile device, subject to Maxwell’s standard  terms of service and privacy policy. Client will cause all Authorized Users that Client authorizes to use the Subscription Service  to comply at all times with the terms and conditions set forth in such Maxwell standard terms of service and privacy policy. Client is responsible for any breach by any Authorized User that is authorized by Client to use the Subscription Service  of any term or condition of the Maxwell standard terms of service and privacy policy.


4. CLIENT OBLIGATIONS

  1. Client Personnel. Client shall designate Client personnel reasonably qualified by experience and expertise to interface with Maxwell personnel and to participate in and perform Client’s obligations under this Agreement and the applicable SOW. Client and its personnel shall, to the extent reasonably practicable, cooperate with Maxwell’s reasonable requests for assistance and information in order to facilitate the provision of Maxwell Products in accordance with this Agreement and the applicable SOW.

  2. Client System. Client, at its sole cost and expense, shall be responsible to purchase or otherwise obtain the computer systems, devices, telecommunications network, gateway and internet access equipment and services necessary for Client to access the Subscription Service (“Client System”). Client is responsible for all maintenance and required upgrades of Client System.

  3. Additional Client Obligations. Client shall be responsible for: (i) all acts that occur in connection with its Authorized Users’ Subscription Service accounts or its Authorized Users’ Maxwell App accounts; (ii) assuring that its Authorized Users receive adequate disclosures of the terms and conditions governing such its Authorized Users’’ use of Maxwell Products; and (iii) all transmissions initiated by Client Authorized Users  during use of Maxwell Products.


5. CLIENT DATA

  1. All collection, usage, disclosure and other matters related to the data, information, or material that Client, Authorized Users or other individuals associated with Client submit or enter into Maxwell Products (“Client Data”) shall be covered pursuant to the terms of Maxwell’s Privacy Policy, available at www.Maxwell.app/terms, as maybe be updated and amended from time to time in accordance with its terms.

  2. Client acknowledges and agrees that, when Client or its Authorized Users access or use the Maxwell Services, Client and Authorized Users hereby agree to be bound by third-party terms and conditions imposed by third-party providers that provide the Maxwell card (ex. Stripe). All such additional guidelines or rules are hereby incorporated by reference into this Agreement and may be amended by the third-party providers from time to time. 

  3. Client hereby grants to Maxwell the sublicensable right and license to access, use, reproduce, modify and disclose Client Data for all purposes related to the provision of the Maxwell card and as set forth in the third-party provider terms and conditions applicable to the Maxwell card.


6. INTELLECTUAL PROPERTY

  1. Confidential Information. Each Party acknowledges that the Confidential Information of the other Party, as well as all related trademarks, logos, other names or markings identifying the Confidential Information, and other intellectual property rights of the other Party, are and shall remain the exclusive property of the other Party, whether or not protected under applicable intellectual or property laws.

  2. Maxwell Products. Maxwell reserves all rights not expressly granted to Client in this Agreement, including without limitation all rights in or to all Maxwell Products or any Maxwell documentation, deliverables, work product or work processes. Client agrees that Maxwell shall own all intellectual property rights in any copy, translation, modification or adaptation of Maxwell Products or any Maxwell documentation, deliverables, work product or work processes, or development based thereon, which may be created by or for Maxwell, or by or for Client. If, by operation of law, Client is deemed to possess any rights in such items, then Client hereby assigns such intellectual property rights to Maxwell or its licensors. To the extent Client’s rights are inalienable under applicable law, Client hereby waives such rights and, if such waiver is deemed invalid, grants to Maxwell, its licensors and their designees the exclusive, irrevocable, perpetual, worldwide, royalty free right to use, market, modify and grant licenses to such items without identifying Client or seeking Client’s consent. Client agrees not to take any action that interferes with intellectual proprietary rights of Maxwell or attempt to copyright or patent any portion of Maxwell’s property or register or attempt to register any trademark, service mark, trade name, or company name which is identical or confusingly similar to said marks, names, or markings of Maxwell.

  3. Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Maxwell by mail, email, telephone, or otherwise, suggesting or recommending changes to Maxwell Products, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, "Feedback"), Maxwell is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Maxwell on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Maxwell is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Maxwell is not required to use any Feedback.


7.PAYMENT

  1. Fees. Client will pay the fees set out in the SOW for Maxwell Products (“Fees”). Client acknowledges that the Fees do not include any funds the Client manages, administers, or distributes through the Maxwell Services (e.g., rewards, reimbursements, or other funding).The Fees do not include any applicable sales, VAT, or other taxes and charges assessed on the Subscription Service. The Fees do not include the fees owed by Authorized Users  for any purchases made through the Maxwell App including requesting a physical Maxwell card. Client is responsible for paying all taxes levied on the Subscription Service and the Services (except taxes on Maxwell’s net income).

  2. Invoices. All invoices are due within thirty (30) days of the date of invoice, and in addition to any other express remedy provided herein, overdue accounts will be subject to a service charge equal to the lesser of (i) 1.5% calculated on a monthly basis, or (ii) the maximum amount allowed by law. Client shall pay any and all costs of collection, including but not limited to, legal fees incurred, if any payment is more than thirty (30) days overdue.


8. TERM & TERMINATION

  1. Term. This Agreement shall be in effect from the Effective Date and shall continue until the end of the term of the last SOW or until terminated in accordance with this Agreement. A SOW shall be in effect from the effective date of such SOW and shall continue for the term specified in such SOW or until terminated in accordance with this Agreement.

  2. Termination. Either Party may immediately terminate this Agreement or any SOW by giving written notice to the other Party, if the other Party (i) materially breaches any obligations under this Agreement or such SOW and fails to cure such breach within thirty (30) days after the non-breaching Party demands such cure, (ii) becomes insolvent or assigns all, or substantially all, of its assets or business for the benefit of creditors, or (iv) resolves to wind up business, dissolve, or liquidate.

  3. Effect of Termination. All Fees incurred through the date of termination must be paid within thirty (30) days regardless of the reason for such termination. Upon termination of this Agreement, (i) Client shall immediately cease using Maxwell Products and cause all Authorized Users to cease using Maxwell Products; and (ii) Maxwell’s obligation to provide Maxwell Products shall terminate immediately.

  4. Suspension. Maxwell may suspend any password, account or use of Maxwell Products if Maxwell has reason to believe Client or any Authorized User has breached any term of this Agreement, any SOW or any terms and conditions applicable to the access or use of Maxwell Products.

  5. Survival. Sections 1, 5, 6, 7, 8, 9, 11, 12, and 13 will survive any termination or expiration of this Agreement.


9. CONFIDENTIALITY

Each Party may disclose to the other Party non-public, proprietary or confidential information, including but not limited to technical, marketing, financial, personnel, and other proprietary data and information, excluding Client Data (“Confidential Information”). Confidential Information does not include (i) any information lawfully obtained by the receiving Party independently of the disclosing Party’s Confidential Information without breach of any obligation of confidence or this Agreement; (ii) any information that enters the public domain without breach of any public confidence or breach of this Agreement by a Party or its agents; or (iii) information that was independently developed without the use of the disclosing Party’s Confidential Information. Each Party acknowledges and agrees that any Confidential Information received or obtained from the other Party will be the sole and exclusive property of the other Party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement. Each Party may disclose Confidential Information in limited circumstances where it is required under a law, regulation, or to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request; provided, that the Party required to disclose Confidential Information shall, if permitted by law, reasonably cooperate with the other Party (at the other Party’s request and expense) to limit such disclosure of Confidential Information to the extent reasonably possible. If a Party is still legally required to disclose any Confidential Information, it may only disclose that portion of the Confidential Information that its legal counsel advises in writing that it is legally required to disclose. In the event that either Party discovers a breach of security affecting Confidential Information, it shall promptly notify the other Party in writing of the nature of such breach and use commercially reasonable efforts to remediate the situation. Each Party agrees that the breach or threatened breach by it of this section may cause the other Party irreparable injury without adequate remedy at law. Therefore, each Party agrees that upon such breach or threatened breach of this section by it, the other Party will be entitled to seek injunctive relief to prevent it from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies. Nothing in this section will limit any other remedy available to either Party.


10. WARRANTIES & DISCLAIMERS

  1. Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it has the authority and right to enter into and perform this Agreement; (ii) this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms; and (iii) its execution, delivery and performance of this Agreement will not conflict in any material fashion with the terms of any other agreement or instrument to which it is or becomes a party or by which it is or becomes bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it.

  2. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY SOW, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, TO THE OTHER PARTY OR ANY THIRD PARTY WITH RESPECT TO THE SUBSCRIPTION SERVICE OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY SOW. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY AGAINST INFRINGEMENT, AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.


11. INDEMNITY

  1. Client Indemnification. Client agrees to indemnify, defend and hold harmless Maxwell, its affiliates, directors, officers, employees, independent contractors and agents from and against any and all actions, causes of action, claims, demands, suits, litigation, investigations, subpoenas and proceedings and all related liabilities, damages, judgments, fines, fees, penalties, settlements, costs and other expenses of any nature whatsoever (including but not limited to reasonable attorney’s fees and costs or pursuing indemnification) arising from or related to: (i) Client’s or its Authorized Users’’ use of Maxwell Products; (ii) Client Data; (iii) Client System; or (iv) Client’s breach of this Agreement or its Authorized Users’ breach of the Maxwell standard end user license agreement.

  2. Maxwell Indemnification. Maxwell agrees to indemnify, defend and hold harmless Client from and against any and all actions, causes of action, claims, demands, suits, litigation, investigations, subpoenas and proceedings and all related liabilities, damages, judgments, fines, fees, penalties, settlements, costs and other expenses of any nature whatsoever (including but not limited to reasonable attorney’s fees and costs or pursuing indemnification) arising from or related to third party claims that Client’s use of Maxwell Services in accordance with this Agreement infringes upon or misappropriates the United States copyright, trademark or trade secret right of a third party. Notwithstanding the foregoing, this indemnity shall not apply to any claim of an intellectual property violation arising from or due to (i) the integration or combination of Maxwell Services with products or services not provided by Maxwell; (ii) any modification to Maxwell Services by any party other than Maxwell; or (iii) unauthorized use of Maxwell Services. Maxwell shall have sole control of the defense of any claim under this subsection b.

  3. Alternative. If Client’s use of Maxwell Services is prevented by injunction or court order because of any such claim, or, in Maxwell’s opinion, if Maxwell Services are likely to become the subject of any such claim, then Maxwell, at its sole discretion and at no additional expense to Client, shall either (i) procure the right for Client to continue using Maxwell Services in accordance with the terms of the applicable SOW; or (ii) replace or modify Maxwell Services so that such Maxwell Services becomes non-infringing. If Maxwell determines that neither (i) nor (ii) is commercially practicable, then Maxwell may terminate Client’s right to use the infringing Maxwell Services, in which event Client shall receive, as its sole and exclusive remedy, a pro-rata refund of amounts paid for Maxwell Services based upon the term of the applicable SOW.

  4. Exclusive Remedy. THE RIGHTS AND REMEDIES GRANTED TO CLIENT UNDER THIS SECTION 11 SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT CLAIM.


12. LIMITATION OF LIABILITY

IN NO EVENT SHALL MAXWELL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, LACK OF COMPLIANCE, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH MAXWELL PRODUCTS OR THIS AGREEMENT, REGARDLESS OF WHETHER MAXWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. EXCEPT DUE TO MAXWELL’S WILLFUL MISCONDUCT OR FRAUD, MAXWELL’S AGGREGATE LIABILITY TO CLIENT AND ALL THIRD PARTIES IN ANY WAY CONNECTED WITH MAXWELL PRODUCTS OR THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO MAXWELL DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE THAT GAVE RISE TO THE CLAIM.


13. GENERAL PROVISIONS

  1. Audit Rights. During the term of this Agreement and for twelve (12) months thereafter, Maxwell may audit Client’s use of Maxwell Products to ensure that Client is in compliance with this Agreement upon reasonable prior written notice. Upon such notice, Client will provide a Maxwell representative with reasonable access to all relevant records during regular business hours. The Maxwell representative shall comply with all reasonable security measures of the Client.

  2. Force Majeure. Any delay in or failure of performance by either Party under this Agreement or any SOW shall not be considered a breach of this Agreement or such SOW and shall be excused to the extent caused by any occurrence beyond the reasonable control of such Party. Such acts shall include, but not be limited to, fortuitous events and acts of God; wars, riots, terrorism and insurrections; laws, decrees, ordinances and governmental regulations; strikes and lockouts; transportation stoppages or slowdowns; and floods, fires and explosions. Notwithstanding the foregoing, if such act or condition beyond the reasonable control of such Party continues for a period of thirty (30) days or more, the unaffected Party may, on notice to the Party affected, terminate this Agreement or the applicable SOW, and neither Party shall have any further obligation to the other save for those provisions hereunder which, by their terms, survive the termination of this Agreement or SOW. Notwithstanding anything to the contrary, payment obligations may not be excused due to a force majeure event.

  3. No Third Party Beneficiaries. Except as set forth in the Indemnity section hereunder, no person or entity other than the Parties hereto, and their respective successors and/or assigns, shall have any right, remedies, obligations or liabilities under the terms of this Agreement.

  4. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed received (i) upon delivery when delivered in person; (ii) 2 business days after posted by registered or certified mail, postage prepaid, return receipt requested by mail; or (iii) upon delivery of an email to Maxwell at max@maxwell.app.

  5. Governing Law; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the internal laws of Nebraska, without regard to the conflicts of law principles of Nebraska or any other state. The Parties hereby irrevocably submit to the exclusive jurisdiction of any United States federal or Nebraska state court located in Omaha, Nebraska with respect to any matter arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect thereto will be heard and determined in any such court and irrevocably waive any objection they may now or hereafter have as to the venue for any proceeding relating to this Agreement or that such court is an non-convenient forum. The Parties to this Agreement, and any of their affiliates, assignees or successors waive the right to a trial by jury on any claim relating to or arising out of this Agreement.

  6. Assignment. Client may not assign, pledge or otherwise transfer (whether by operation of law, acquisition or sale of stock or assets, merger, consolidation, transfer of control or otherwise) this Agreement or any SOW or any rights or obligations under this Agreement or any SOW without the prior written consent of Maxwell, such consent to be exercised in the sole discretion of Maxwell.

  7. Remedies. Except as specifically provided herein with respect to sole and exclusive remedies, the Parties’ rights and remedies under this Agreement and any SOW are cumulative. If any legal action is brought to enforce this Agreement or any SOW, the prevailing Party shall be entitled to receive its attorneys’ fees, court costs, and other collection expenses.

  8. Waivers; Amendments. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement or any SOW on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion. Maxwell may amend this Agreement from time to time by posting an amended version at its website or sending Client written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Client first gives Maxwell written notice of rejection of the amendment. In case of such rejection, this Agreement will continue under its then current provisions, and the amendment will become effective at the start of Client’s next renewal following the Proposed Amendment Date. Client’s continued use of the Maxwell Services following the effective date of an amendment will confirm Client’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each Party. Client recognizes and agrees that Maxwell’s privacy policy may be amended from time to time at Maxwell’s discretion.

  9. Severability. If a court of competent jurisdiction holds any provision, or part of any provision, of this Agreement or any SOW to be illegal or invalid, the provision, or the affected part of such provision, shall be null and void and deemed automatically severed from this Agreement or such SOW. Any such holding shall not affect the legality or validity of the remaining provisions or remaining parts or unaffected provisions of this Agreement or such SOW.

  10. Relationship Of The Parties. The Parties are independent contractors. Nothing in this Agreement or in any SOW shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the Parties.

  11. Counterparts. This Agreement and any SOW may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. The exchange of a fully executed Agreement or SOW (in counterparts or otherwise) by fax, .pdf, .pic, .tif, .jpg or other legible image file shall be sufficient to bind the Parties to the terms and conditions of this Agreement or such SOW.

  12. Entire Agreement. This Agreement and SOWs constitute the entire agreement between the Parties regarding this matter, and they supersede all prior discussions or agreements related to the same.