PairSoft Master Software and Services Agreement
(v2.0 09/01/2021)



The PairSoft Master Software and Services Agreement (“Agreement”) sets forth the terms and conditions that govern the relationship between Paramount Technologies, Inc., a Delaware corporation with its principal office at 3150 SW 38th Street, Suite 410, Miami, FL 33146 doing business as PairSoft (“PairSoft”) and the Client (as defined in an ATP or SOW), individually a “Party” or collectively the “Parties.”



1.        Software and Services


a.   This Agreement applies to any On-Prem Solution (as defined below), SaaS Solution (as defined below), managed services, support services, and professional services (each a “Solution” and, collectively, “Solutions”) provided by PairSoft to Client.


b.   Under this Agreement, Client and PairSoft may enter into one or more agreements to purchase or order acknowledgement forms referencing this Agreement (each, for purposes of this Agreement, an “ATP”) specifying the subscription term and subscription fees for any PairSoft software product to be made available to Client by PairSoft (“Software”), whether installed on Client’s  premises or in Client’s private cloud (each, an “On-Prem Solution”) or hosted by PairSoft (a “SaaS Solution”). An ATP may specify support services or professional services to be provided by PairSoft.


c.   In addition, Client and PairSoft may enter into one or more work orders, change orders, managed services agreements, or statements of work referencing this Agreement (each, a “SOW”) relating to support services or professional services to be provided by PairSoft. A SOW may be attached to an ATP.


d.   If any ATP or SOW requires professional services to be performed by PairSoft, the ATP or SOW must set forth, at a minimum, (i) the description of any work to be performed by PairSoft and (ii) a list of deliverables, if any, to be provided by PairSoft.


e.   Any third-party products, solutions, service packs, and fixes licensed for use alongside the Software, directly or indirectly, by Client from a third party (“Third-Party Products”) will be licensed according to the terms of the license agreements packaged with or otherwise applicable to such Third-Party Products. Client is exclusively responsible for paying any licenses fees for such products. For clarity, Third-Party Products do not include components embedded by PairSoft in the Software.


f.    With respect to Solutions licensed to Client under this Agreement, if and when they become generally available, PairSoft will release new versions (upgrades), updates and/or enhancements to current versions of the covered Software and its documentation. Some new versions, updates and/or enhancements may require more advanced or larger capacity equipment and/or third-party software. Equipment and Software compatibility are Client’s sole responsibility. Certain major functional updates or enhancements may, however, in PairSoft’s discretion, be considered new products that will be made available to Client at an additional charge. Client shall be under no obligation to subscribe to such new products and Client’s election not to subscribe to such new products shall not affect any of the features and/or functionality of the Software described in an ATP.


2.        Warranties


a.   Each Party represents and warrants to the other Party that (i) it has the right to enter into this Agreement and perform its obligations hereunder; (ii) it is organized under the laws of its jurisdiction in a corporate or equivalent form; (iii) to the best of its knowledge there are no claims, actions or proceedings against it (including without limitation bankruptcy, dissolution, liquidation, or any assignments for the benefit of creditors) that would impair its ability to honor all legal obligations hereunder; (iv) the person executing this Agreement on its behalf has been authorized to do so; (v) the Agreement constitutes valid, legal, and binding obligations enforceable in accordance with their terms, and (vi) it was afforded the opportunity to consult with legal counsel in connection with the Agreement.


b.   Client warrants that Client shall (i) be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which Client acquired Client Data, (ii) use each Solution only in accordance with the Solution documentation and (v) use each Solution and all Solution documentation in compliance with all applicable laws and government regulations, including, but not limited to, laws related to privacy (whether applicable within the United States, the European Union, or otherwise), intellectual property, consumer and child protection, obscenity, libel and defamation.


c.   PairSoft warrants to Client that support services and professional services provided by PairSoft will be performed in a professional and workmanlike manner and in compliance with all laws applicable to PairSoft at the time of performing the services. If a service performed under an ATP or SOW is non-conforming to the design requirements agreed to by Client and PairSoft, Client must notify PairSoft in writing within 60 days of the performance of the services, and PairSoft will re-perform the service without charge.


d.   PairSoft warrants to Client that an On-Prem Solution will materially perform pursuant to the applicable, then-current documentation for 90 days from the date PairSoft delivers or makes available the Software. For any breach of this warranty, PairSoft will, at its own expense use commercially reasonable efforts to correct any reproducible error in the On-Prem Solution reported in writing to PairSoft by Client during the warranty period or, if PairSoft determines that it is unable to correct the error, PairSoft will refund to Client the fees actually paid by Client to PairSoft under this Agreement for the defective On-Premise Solution, in which case the ATP for the defective On-Premise Solution and Client’s right to use the defective copies of the On-Premise Solution will be terminated. Any such error correction provided to Client will not extend beyond the original warranty period.


e.   PairSoft warrants to Client that SaaS Solution will materially perform pursuant to the applicable, then-current documentation during the term the applicable ATP. For any breach of the foregoing limited warranty, PairSoft will use commercially reasonable efforts to modify the SaaS Solution to materially comply with the warranty as soon as reasonably possible. If in PairSoft’s reasonable judgment, such modification is not commercially feasible, PairSoft may terminate the applicable ATP and refund to Client the Subscription Fees paid under such ATP for such SaaS Solution on a prorated basis for the period between the date of the warranty claim and the end of the then current subscription period.


f.    Other than modifications made by or on behalf of Client by PairSoft using the PairSoft tools and within the scope of an ATP or SOW, any modifications that Client or another party on behalf of Client makes to PairSoft Solutions will void any warranty obligations set forth in this Agreement, as well as any maintenance obligations.


g.   The remedies provided in this Section 2 are Client’s sole and exclusive remedy, and PairSoft’s sole and exclusive obligation, for any breach of the warranties set forth above.



h.   Notwithstanding anything to the contrary in this Agreement, (i) PairSoft makes no warranties regarding Third-Party Products, which PairSoft provides AS IS as a convenience to Client and (ii) PairSoft makes no warranties regarding any services provided to Client by any third party, including without limitation, any PairSoft reseller.


i.     Except as otherwise provided in this Section 2, all Solutions provided by PairSoft are provided “AS IS,” and PairSoft disclaims all representations and warranties of any kind, expressed or implied, with respect to any of the Solutions provided under this Agreement or any ATP or SOW, including without limitation, warranty of non-infringement, title, merchantability, or fitness for a particular purpose. The foregoing disclaimer applies to any Solutions provided to Client by any reseller.



3.        Term; Termination


a.    This Agreement is effective as of the earliest of (a) the date Client executes an ATP with PairSoft; (b) the date Client executes an SOW with PairSoft; or (c) the date the Parties execute this Agreement (the “Effective Date”).


b.    This Agreement shall continue in effect until terminated in accordance with this Agreement.


c.    Upon the occurrence of any breach of this Agreement, an ATP or a SOW, the Party claiming the breach shall give the breaching Party written notice specifying the conditions of the breach.  If the breaching Party fails to cure the breach within 30 days after such notice is given, the Party claiming the default may terminate this Agreement upon written notice and assert such remedies as may be available at law or in equity, except as limited by the terms of this Agreement. The termination of this Agreement does not release any Party from obligations that arose prior to such termination, including payment obligations.


d.   The initial subscription period for Software begins on the day the ATP is executed unless otherwise set forth in the ATP. Subscription periods automatically renew for 12 months unless either Party provides at least 30 days written notice (which may be by email) of intention not to renew before the then-current subscription term expires.


e.   Either Party may terminate this Agreement for convenience upon written notice (which may be by email) to the other Party if all ATPs and SOWs have expired.


f.    Upon termination or expiration of this Agreement, PairSoft shall promptly make all Client Data available to Client as it is natively stored within PairSoft’s Software and provided through a secure transmission method, at no additional charge to Client provided that Client is current on all payments.  In the event that Client requires the return of Client Data in an alternate format or requires any other termination assistance services, PairSoft and Client shall mutually agree upon the scope of such termination assistance services and the fees and expenses payable for such termination assistance services, at PairSoft’s then current fees.



4.        Charges


a.   Fees for Solutions are described in each ATP and SOW.  PairSoft’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). Client is responsible for paying all Taxes, excluding only taxes based on PairSoft’s net income.  If PairSoft has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, the appropriate amount shall be invoiced to and paid by Client unless Client provides PairSoft with a valid tax exemption certificate authorized by the appropriate taxing authority. All charges for Software subscriptions are invoiced in accordance with the applicable ATP. With respect to services provided by PairSoft, PairSoft shall invoice Client periodically with charges due and, and invoices are payable upon receipt of invoice unless otherwise agreed in an ATP or SOW.


b.   Standard PairSoft maintenance and support services are included in subscriptions for any Software. 


c.   Upon any renewal, fees for Solutions in the renewal subscription period are at PairSoft’s then-current list price unless otherwise set forth in an ATP or SOW.


d.   If Client has purchased subscriptions from a PairSoft authorized reseller, Client shall notify PairSoft in writing within 30 days of the termination of Client’s relationship with such reseller. Thereafter, PairSoft shall invoice, and Client shall pay, fees directly to PairSoft for such subscriptions based on the suggested retail price PairSoft quoted to such reseller for such subscriptions.


e.   Client shall pay all charges, including, but not limited to, pre-approved billable travel time and pre-approved out-of-pocket expenses, in accordance with PairSoft ‘s established rates and minimums in effect at the time the services are rendered, or such other rates or amounts as may be specified in an ATP and/or a SOW.


f.    If any invoice is not paid within 30 days from date of receipt (except for any amounts with respect to which Client notifies PairSoft in writing during such 30-day period of a bona fide dispute), PairSoft may charge interest at the rate of 1.5% per month, but not to exceed the maximum rate permitted by law.  If any such invoice or late charge is not paid in full when due, PairSoft reserves the right, without notice, to immediately suspend or terminate Solutions under this Agreement, in addition to such other remedies it may have at law or in equity including reimbursement of collections costs, including reasonable attorneys’ fees. All charges invoiced and paid  under this Agreement are exclusively in US dollars.


5.        Client Responsibilities


a.   Client shall provide PairSoft with all information relevant to the services to be performed and shall cooperate and provide PairSoft with all assistance as may reasonably be required for PairSoft to perform the services.


b.   Although PairSoft will assist Client in implementing any Solution provided by PairSoft hereunder as described in an ATP and/or SOW, Client shall ensure it maintains sufficient resources to operate the Solution and that it fulfills the responsibilities associated with the Solutions, including, (a) learning the skills required to operate the Solution, through the assistance of any training that may be provided by PairSoft, (b) confirmation that all existing data are accurate prior to entry into the Solution, (c) systematic entry of accurate data throughout use of the Solution, and (d) development of and adherence to written procedures, if any, for use of the Solution.


c.   Client hereby acknowledges that the Solutions provided by PairSoft will be limited and it is the Client’s responsibility to ensure that all systems are adequate and operational for Client’s purposes. Client acknowledges that PairSoft is not responsible for ensuring that Client’s staff have the appropriate skillset to operate or understand the Solution.  Client is responsible for bringing any questions or concerns that Client has regarding Solutions to the attention of PairSoft in writing.


d.   Client shall be solely responsible for administering and monitoring the use of login IDs and passwords by its administrators and users. Upon the termination of employment of any such Client administrator or user, Client will immediately terminate access by the login ID and password of that individual. For an On-Prem Solution, Client is exclusively responsible for backing up, monitoring, and/or securing Client Data (as defined below) and for loss of Client Data, viruses, ransomware, and/or the compromise of Client Data integrity.  Client commits to take commercially reasonable, security precautions to prevent unauthorized or fraudulent use of Client Data and Solutions that Client has access to.




6.        Confidential Information 


a.   Definitions. “Confidential Information” means (i) all information disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) electronically, visually, orally or in a tangible form which is either (a) marked as “confidential” (or with a similar legend), (b) is identified at the time of disclosure as being confidential, or (c) should be reasonably understood to be confidential or proprietary and (ii) the terms and/or existence of this Agreement, any ATPs or SOWs, the relationship between the Parties and any proposals or other documents that preceded this Agreement, the PairSoft architecture, software, data, and technology that comprise the Solutions, . Recipient does not obtain any rights, title, or interest in any Confidential Information of the Disclosing Party.


b.   Notwithstanding anything in this Section 6 to the contrary, Confidential Information does not include any information Recipient can show with written records is or was (a) generally known to the public, (b) independently developed by Recipient without access to, or use of, Discloser’s Confidential Information, or (c) in the possession of Recipient without an obligation of confidentiality.


c.   Notwithstanding anything in this Section 6 to the contrary, the Recipient may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or a valid order by a court or other governmental body; provided, however, that the Recipient will, unless prohibited by law, regulation or such order, use its best efforts to notify the Disclosing Party in writing of such requirement prior to making such disclosure and to cooperate with the Disclosing Party so said Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this section, or both.  If, absent the entry of a protective order or receipt of a waiver, the Recipient is, in the opinion of its legal counsel, legally compelled to disclose such Confidential Information, the Recipient may disclose such Confidential Information to the extent required by applicable law, regulation or a valid order by a court or other governmental body without liability under this section, provided that the Recipient uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.


d.   Recipient may only (i) use Disclosing Party’s Confidential Information to carry out the purposes of this Agreement; and (ii) disclose Disclosing Party’s Confidential Information to those third parties operating under non-disclosure provisions no less restrictive than those set forth in this Agreement and who have a justified business “need to know.” Recipient is responsible for any mistreatment of Confidential Information by such third parties. Recipient must protect Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential and proprietary information, but, in any case, not less than reasonable care, and protect such information in accordance with applicable laws. Upon termination of this Agreement, Recipient must return or destroy all Disclosing Party Confidential Information in its possession or control. Regardless of whether such information is returned or destroyed, Recipient’s obligations with respect to Disclosing Party’s Confidential Information survive any expiration or termination of this Agreement for five (5) years, except that the obligations survive indefinitely with respect to any Confidential Information that is a trade secret of the Disclosing Party.


7.        Ownership


a. Client Ownership and License. Client owns its personal data, Confidential Information, any artwork, logos, trade names, and trademarks, and any information or other data made available to PairSoft under this Agreement including, without limitation, personal information relating to an identifiable individual and any other confidential, proprietary, and non-public domain information stored or processed by the Client while using the Solutions (“Client Data”). In order for PairSoft to provide the Solutions, Client grants to PairSoft and its suppliers a nonexclusive, fully paid-up license to use, reproduce, store, modify, and display Client Data. PairSoft may aggregate benchmarking results of Client’s use of Solutions with results of other customers’ use, and use and disclose such results for any purpose, provided PairSoft does not individually identify Client or any personally identifiable information in connection with same.


b. PairSoft Ownership. Subject to Client’s rights to Client Data set forth above, PairSoft has all right, title, and interest in and to the Solutions, any expressions and results of Solutions, the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, other technical information, and all derivatives of the foregoing and all intellectual property rights in and to same. All rights not expressly granted to Client hereunder are reserved by PairSoft. If Client provides any feedback to PairSoft concerning the functionality and performance of Solution (including identifying potential errors and improvements), Client hereby assigns to PairSoft all right, title, and interest in and to the feedback, and PairSoft is free to use the feedback without payment or restriction.


8.        Access; License


a.   Software as a Service Access. If Client purchases a SaaS Solution, subject to the payment obligations of this Agreement, during the subscription term set forth on the ATP (including any renewals), PairSoft shall provide Client with access the SaaS Solution. Client shall access and use such SaaS Solution through the use of the Internet solely for Client’s internal use (and not for the use by or on behalf of any third party), subject to any usage limits set forth in any ATP. PairSoft shall provide Client with administrator rights permitting secure administrator access to the SaaS Solution.


b.   On-Prem Solution License. If Client purchases an On-Prem Solution, subject to the payment obligations of this Agreement, PairSoft hereby grants Client a worldwide, non-exclusive, non-transferrable (except as set forth in Section 15), non-sublicensable, license during the subscription term set forth in the ATP (including any renewals), to install and use the Software solely for Client’s internal use, subject to any usage limits set forth in the ATP and to use the deliverables in connection with the rights and licenses granted by PairSoft under this Agreement.


c.    System Requirements. Certain PairSoft products may only be used or accessed from Client’s computer systems that meet the PairSoft system requirements published by PairSoft.


d.    Suspension; Acceptable Use Policy; Restrictions. PairSoft may suspend rights or licenses to Software or the provision of services upon written notice (which may be by email)  to Client in response to a violation by Client of the acceptable use policy posted on any PairSoft website.  Client shall not reverse engineer the Software (except to the extent such reverse engineering prohibition is not allowed by applicable law), copy the Software, attempt to make modifications to the Software, remove any proprietary rights notices, or access any Solution or related documentation in order to build a product or service that competes with such Solution.


9.        Security


a.   PairSoft shall establish and maintain administrative, technical, and physical safeguards designed to protect against the destruction, loss, unauthorized access or alteration of Client Data in the possession or under the control of PairSoft (which shall include instances where PairSoft uses a third-party to provide hosting under this Agreement) or to which PairSoft has access, which are: (i) no less rigorous than those maintained by PairSoft for its own information of a similar nature; and (ii) required by applicable laws. The security procedures and safeguards implemented and maintained by PairSoft pursuant to this Section 9 shall include, without limitation:


1)        User identification and access controls designed to limit access to Client Data to authorized users;

2)         the use of appropriate procedures and technical controls regulating data entering PairSoft’s network from any external source;

3)        the use of encryption when Client Data is at rest, transmitted or transferred into or out of the hosted environment;

4)        physical security measures, including without limitation securing Client Data within a secure facility where only authorized personnel and agents will have physical access to Client Data;

5)        operational measures, including without limitation IT Service Management (ITSM) processes designed to ensure the correct and secure operations of information processing activities;

6)        periodic employee training regarding the security programs referenced in this Section; and

7)        periodic testing of the systems and procedures outlined in this Section.



b.   Client and PairSoft acknowledge that Solutions may include sending email and publish­ing web pages over the public Internet using SMTP or HTTP protocols, and that these standard protocols do not support many enhanced data security protections. In no case will the use of the public Internet in this manner be deemed to violate PairSoft’s obligations under this Agreement. Due to the inherent risks associated with operating information technology systems, PairSoft recommends, and Client acknowledges, that Client shall maintain its own cyber liability insurance as well as adequate insurance coverage to cover lost revenue, lost profits and/or loss of data. 


c.    Although the Software contains tools to assist Client with complying with regulatory obligations, Client acknowledges that the Solutions have not been specifically designed to store Client Data or Confidential Information governed by HIPAA or that is defined as Protected Health Information (including biometric data such as pictures, fingerprints, etc.) or is governed by FERPA or that requires PCI compliance. If Client uses any PairSoft Solution to store such information, Client is solely responsible for compliance with any applicable regulatory obligations.


d.    In addition, Client shall not: (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from Solutions; (b) interfere with or disrupt the integrity or performance of Solutions, or the data contained therein; (c) use Solutions in a manner inconsistent with applicable documentation; or (d) attempt to gain unauthorized access to Solutions or related systems or networks.


10.     Exclusions


a.        Unless agreed upon by PairSoft in writing, each of the following is expressly excluded from the terms of this Agreement:


1)      provision or support of software other than the Software;

2)      provision, installation or support of Client hardware equipment, e.g., servers, workstations, scanners, printers, multi-purpose equipment;

3)      services related to the installation of new versions (upgrades), updates and/or enhancements to the current version of an On-Prem Solution unless covered under a SOW;

4)      troubleshooting malfunctions, training or required re-application of functionality (upgrade of modifications) related to customized Software modifications made by PairSoft, unless covered under a SOW for such modifications;

5)      responding to training inquiries;

6)      all work on data conversion or data migration assistance from third party systems, unless covered under a SOW; and

7)      repair of an On-Prem Solution if the failure is related to: (a) the equipment or supplies Client is using, (b) misuse or neglect of the On-Prem Solution by Client, (c) anyone other than PairSoft making any alteration to the On-Prem Solution or to the system files which may affect the On-Prem Solution, (d) Client’s environmental conditions, including, but not limited to, insufficient, excessive, or irregular electrical power, failure of air conditioning, excessive heat or humidity, flood, water, wind or lightning, (e) use of the On-Prem Solution for purposes other than those for which it was expressly designed, or (f) the relocation or reinstallation of the On-Prem Solution.


b.   PairSoft has no obligation to perform support services and reserves the right to charge additional support fees at its then-standard rates for services performed in connection with reported incidents that are later determined to have been due to: (a) hardware, software or services not supplied by PairSoft, or (b) not following recommendations from PairSoft, e.g., instructions related to the migration to a new version of the On-Prem Solution.


c.    If PairSoft has been engaged by Client to install, maintain or upgrade Third-Party Products, Client acknowledges that PairSoft is not the author, developer or seller of such program, but instead has been retained by Client solely to install, maintain or upgrade such program in Client’s current computing environment based upon the representations of the Client.  As such, PairSoft shall not be liable for any defects, flaws, programming errors, inefficiencies or malfunctions in any such Third-Party Products, or for any non-performance of the Third-Party Products.


11.     Non-Solicitation of Employees 


During the term of this Agreement and for a 12-month period thereafter, neither Party shall directly or indirectly, solicit or accept for employment or for engagement as an independent contractor, or encourage to leave their employment or engagement, any employee or independent contractor of the other Party.  Notwithstanding the above, an employee or independent contractor of one Party may respond to a public advertisement or posting of available positions of the other Party, and, in this case, the Party is not restricted from offering employment or an independent contractor engagement.



12.     Limitation of Liability; Limitation of Actions; Force Majeure


a.   PairSoft has no liability under this Agreement with respect to: (i) Software customizations created by or on behalf of Client; (ii) use of PairSoft Solutions by or on behalf of Client other than in accordance with this Agreement and the documentation; (iii) combination use, failures or incompatibility caused by third party software or hardware; (iv) modifications to PairSoft Solutions other than those contemplated in this Agreement; (v) Client’s failure to timely install updates to PairSoft Solutions; or (vi) compliance with designs, plans or specifications furnished by or on behalf of Client.


b.   PairSoft is not liable for any consequential, incidental, special or punitive damages (including, without limitation, lost revenue, lost profits or loss of data), even if advised of the possibility of such damages. Notwithstanding anything contained herein to the contrary, PairSoft’s total liability to Client under this Agreement from all causes of action and under all theories of liability is limited to Software payments actually received from Client under this Agreement during the twelve (12) month period preceding the date a claim for liability arises hereunder. The Parties agree to the mutual allocation of risk set forth herein, and the Parties agree that this stipulated amount is reasonable, and any amount of damages sustained in connection with this Agreement are not currently ascertainable.


c.   No action, regardless of form, relating to or arising out of this Agreement may be brought by either Party more than one (1) year after a Party has become aware that the cause of action has accrued, except that an action by PairSoft for non-payment may be brought at any time consistent with applicable law.


d.   Neither Party will be liable to the other Party for any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, except for failure to pay monies due, if such delay or failure is caused by circumstances beyond a Party’s reasonable control, including acts of God, strikes, lockouts, riots, acts of war, acts of violence, acts of terror, earthquakes, floods, windstorms, fire and explosions.


13.     Indemnification


a.    Each Party shall fully indemnify and defend the other Party against any third-party claims arising from the indemnifying Party’s gross negligence or willful misconduct or violation of law.


b.   PairSoft shall also defend Client against any claim made by an unaffiliated third party that a Solution provided to Client under this Agreement (other than any Third-Party Products) infringes its patent, copyright or trademark, or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment or settlement to which PairSoft consents.


c.    Client shall also defend Pairsoft against any claim made by an unaffiliated third party that Client Data, or Client’s use of the Solutions in violation of this Agreement, infringes its patent, copyright or trademark, or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment or settlement to which Client consents.


d.   The indemnified Party must notify the indemnifying Party promptly in writing of the claim and give the indemnifying Party sole control over its defense or settlement.  The indemnified Party agrees to provide the indemnifying Party with reasonable assistance in defending the claim, and the indemnifying Party will reimburse the indemnified Party for reasonable out-of-pocket expenses that the indemnified Party incurs in providing that assistance.


e.   PairSoft’s indemnification obligations will not apply to the extent that the claim is based on (i) Client’s use of the Solution after PairSoft notifies Client to discontinue use due to such a claim; (ii) Client combining the Solution with a non-PairSoft product, data or business process including any Third-Party Products; (iii) damages attributable to the value of the use of a non-PairSoft product, data or business process; (iv) Client altering or modifying the Solution, including any modifications by third parties; (v) Client distribution of the Solution to, or its use for the benefit of, any third party; or (vi) Client’s use of PairSoft trademark(s) without PairSoft’s express written consent to do so. Client will reimburse PairSoft for any costs or damages that result from these exclusions. 


f.    If PairSoft receives information concerning an infringement or misappropriation claim related to the Solution, PairSoft may, at its expense and without obligation to do so, either (i) procure for Client the right to continue to use the Solution; (ii) modify the Solution or replace it with a functionally equivalent non-infringing version, in which case Client will stop using the prior version of the Solution immediately; or (iii) if neither (i) or (ii) is commercially reasonable, provide Client a pro rata refund of any prepaid, unused fees and terminate this Agreement. 


g.   This Section 13 provides Client’s exclusive remedy, and PairSoft’s exclusive obligation, for any infringement claim.


14.     Insurance


During the performance of any services for Client pursuant to this Agreement, PairSoft shall maintain at its expense, for itself and its employees, workers’ compensation and unemployment insurance as required by law, errors and omissions, cyber, and liability insurance covering its employees while on Client’s premises, in reasonable amounts determined by PairSoft.  PairSoft shall provide Client with certification of the foregoing insurance upon Client’s request.


15.     General



a.    The terms of this Agreement represent the entire agreement between the Parties hereto concerning the subject matter of this Agreement and supersedes any and all prior oral or written statements, agreements, quotations, and negotiations regarding the subject matter within this Agreement.  This Agreement cannot be altered, amended, or modified except in writing executed by an authorized representative of each Party.  The Parties hereto are independent of each other, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.  Neither Party shall have the power to obligate or bind the other Party.  In the event of any conflict between the terms of this Agreement and the terms of an ATP or SOW, the terms of this Agreement shall take precedence over the terms of the ATP or SOW, unless explicitly stated to the contrary in the ATP or SOW.


b.   The rights and remedies provided to each of the Parties herein are cumulative and in addition to any other rights and remedies provided by law or otherwise.  Any failure in the exercise by either Party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other Party shall not prejudice such Party’s rights of termination or enforcement for any further or other default or violation or be deemed a waiver or forfeiture of those rights.


c.    This Agreement is governed by the laws of the State of Florida, without regard to or application of Florida’s conflicts of law principles and without application of the United Nations Convention on Contracts for the International Sale of Goods.


d.    Neither Party may assign any of its rights, obligations, or privileges under this Agreement without the prior written consent of the other Party.  Notwithstanding the foregoing, however, either Party may assign this Agreement without such prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets to which this Agreement relates.  Any attempted assignment in violation of this section is void. This Agreement inures to the benefit of successors and permitted assigns of each Party. 


e.    PairSoft may use Client’s name in describing, advertising, or promoting PairSoft as a part of PairSoft’s website, marketing material, or other documents listing PairSoft’s qualifications, experience, and companies with whom PairSoft has provided Solutions.  PairSoft may only do so with Client’s prior written consent.


f.    Disputes and claims arising out of this Agreement first will be submitted to senior management of both Parties for amicable resolution before either Party may pursue arbitration or litigation. If the Parties cannot settle the matter within 45 days from the initial notice of dispute or claim, unless extended by mutual agreement, either Party may submit such dispute or claim to arbitration conducted in accordance with Commercial American Arbitration Association rules in Miami-Dade County, Florida, which the Parties agree is the exclusive forum for any disputes under this Agreement. Any such arbitration must be conducted before a panel of three persons, one chosen by each Party, and the third selected by the two Party-selected arbitrators. The Parties shall treat the existence of such arbitration and all materials used in such arbitration as Confidential Information of each Party. Any decision in arbitration is final and binding upon the Parties. Judgment may be entered thereon in any court of competent jurisdiction. If a Party is deemed to have prevailed by the arbitration panel, such prevailing Party is entitled to recover its reasonable attorneys’ fees and costs expended in relation to the dispute. Notwithstanding anything to the contrary in the foregoing paragraph, either Party may seek and obtain injunctive relief against the breach or threatened breach of any confidentiality obligations under this Agreement from any court of competent jurisdiction, in addition to any other legal remedies which may be available.


g.   All notices to a party shall be in writing to the appropriate party at the address set forth in the opening paragraph of this Agreement and shall be made either via email to the extent expressly permitted to be sent by email as set forth in this Agreement), conventional mail, overnight courier or facsimile. Notice sent via conventional mail, using registered mail, shall be deemed received four business days after mailing. Notice sent via email (to the extent expressly permitted) or facsimile or overnight courier shall be deemed received the second day after having been sent. PairSoft may broadcast notices or messages through the applicable Solution or by posting notices or messages on PairSoft’s website to inform Client of changes to the Services, or other matters of importance; PairSoft shall inform Client of such broadcast by e-mail addressed to Client’s system administrator. Either party may change its address for receipt of notice by notice to the other party in accordance with this section.


h.   The section headings in this Agreement are intended solely for convenience of reference and are not intended to be used in construction or interpretation of this Agreement.


i.    If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such determination will not affect the validity or enforceability of any other provision of this Agreement.


j.    This Agreement may be executed in one or more counterparts, each of which when so executed shall constitute an original and all of which together shall constitute one and the same Agreement. This Agreement may be executed and delivered by facsimile or scan and signatures will have the same legal effect as a manual signature.