THIS MASTER SERVICES AGREEMENT (THE “MSA”) GOVERNS ONBOARDED’S PROVISION OF SOFTWARE AND SERVICES, AND CUSTOMER’S USE THEREOF, AS SET FORTH IN AN APPLICABLE ORDER FORM EXECUTED BETWEEN ONBOARDED, INC. (“ONBOARDED”) AND THE COMPANY PLACING AN ORDER FOR SOFTWARE AND SERVICES (“CUSTOMER”) (COLLECTIVELY, THE “PARTIES”). BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS MSA BY REFERENCE, CUSTOMER AGREES TO THE TERMS OF THIS MSA. TOGETHER, THE MSA AND ANY APPLICABLE ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.
This MSA governs Onboarded’s provision of Services, as defined herein, pursuant to one or more ordering documents (each such document, an “Order Form”) detailing the Services purchased, each of which shall incorporate this MSA by reference. In order to be binding, an Order Form must be signed by both parties. The parties may add Order Forms from time to time during the term of the Agreement.
“Account” means an Onboarded Platform account associated with a valid Customer or Client e-mail address.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement.
“Agreement” means collectively, this Agreement and any Order Forms including Exhibits thereto (such as a Statement of Work) entered into by the Parties.
“API” means Onboarded’s application programming interfaces(s) used to provide Onboarded’s Services.
“App” means a Customer owned and operated software application that implements the Onboarded API.
“Customer Configurations” means the set of rules and account configurations defined by Customer that controls presentation and mechanics of Customer Content to the Employee based on certain account hierarchy settings as defined by the Customer (e.g., job type, job location, etc.).
“Customer Content” means all content incorporated into Customer’s Employee onboarding flow, including specific documents, form entry fields, tool-tips, language translations, and associated experience settings. For the avoidance of doubt, any default content and settings provided by Onboarded, whether such content is issued by an official Government agency or otherwise, becomes Customer Content upon publication in an Employee Onboarding Flow.
“Customer Data” means collectively the Personal Data of Employees as well as Customer Content and Customer Configurations that are entered into the Onboarded Platform by Customer, including Customer’s internal employee user contact and login information. Customer data also includes assets generated through the use of Onboarded services (e.g., audit trails and/or rendered PDFs of Employee Onboarding Flows).
“Customer Platform” means the platform maintained by the Customer in which Onboarded Services may be embedded and where Employees may interact with the Services as applicable.
“Embedded” refers to the Customer’s use of the Services wherein certain functionality is presented to either Customer’s internal administrative users, or Customer’s Employees directly within the Customer’s own platform or applications.
“Employee” means an individual who at Customer’s direction utilizes an Employee Onboarding Flow, whether embedded within the Customer’s Platform or App, or via an Onboarded Hosted Flow. For avoidance of doubt, the term “Employee” is used broadly and intended to include independent contractors, volunteers, and other types of working relationships.
“Employee Data” broadly refers to all information relating to an individual Employee either provided by the Customer or subsequently supplemented or modified by Onboarded or third-party services.
“Employee Onboarding Flow” refers to the Customer’s defined set of steps, documents and mechanics to be presented to their Employees.
“Law” means all applicable laws, rules and regulations, whether federal, state, local or international.
“Onboarded Hosted Flow” refers to a Customer’s Employee facing flow that is not embedded within Customer’s own application, but rather where the Employee’s experience is hosted by Onboarded.
“Onboarded Platform” means the employee onboarding platform offered by Onboarded, that allows Customer access to Onboarded’s various products and Services, including but not limited to dashboards, billing and analytics, and the APIs and other technology and tools offered by Onboarded.
“Onboarded Services” means collectively all of the Software and Professional Services provisioned to Customer pursuant to the Agreement. Also referred to as “the Services”.
“Order Form” means the document which outlines the scope of certain products or services, pricing, payment terms, delivery or implementation timelines, and any other additional terms and conditions relevant to this Agreement. Each Order Form incorporates this MSA by reference. The parties may add Order Forms from time to time during the term of the Agreement.
“Personal Data” means information that identifies a person, such as a name, social security number, email, phone or other online identifier, that is uploaded into the Platform by the Customer or at the direction of the Customer via an Embedded integration with the Onboarded Platform.
“Privacy Policy” is located at: http://www.onboarded.com/privacy-policy/
“Professional Services” means services provided by Onboarded to enable or optimize Customer’s use of the Platform, which may include without limitation data migration, implementation, account configuration, ongoing support, custom development, and individualized training. All Professional Services will be provided subject to a separate Statement of Work (SOW) executed by the Parties.
“Software” means Onboarded’s proprietary employee onboarding products, including but not limited to the Onboarded Platform consisting of customer dashboards, administrative setting consoles, hosted employee onboarding flows, webhooks and API management tools.
“SOW” or “Statement of Work” means a written order executed by the parties that describes the Professional Services to be provided to Customer, along with associated fees and other relevant terms.
“Worker Data” means the information relating to an individual processed and supplemented through use of the Onboarded Platform.
“You” or “Your” refers to the Customer listed on the Order Form, and as applicable any approved Affiliates.
3.1 Onboarded’s Responsibilities. Onboarded will make the Platform available to You in accordance with any Order Form(s), and will provide the Onboarded Services only in accordance with applicable laws and government regulations. Onboarded will perform any Professional Services provisioned under the Agreement in a professional and workmanlike manner consistent with industry standards. Onboarded will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer’s Data.
3.2 Restrictions on Use. Customer will comply with all applicable laws, rules and regulations in connection with Customer’s use of the Services. Customer will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services; (iii) lend, lease, offer for sale, sell or otherwise use any of the Services for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to any of the Services, including without limitation other accounts, computer systems or networks connected to the Services; or (v) use or view any of the Services for the purposes of developing, directly or indirectly, a product or service competitive to the Services.
3.3 Customer Responsibilities. Customer will (i) be responsible for its and its Affiliates and personnel’s compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Onboarded immediately of any such unauthorized access and/or use of which Customer becomes aware, and (iii) use the Software only in accordance with this Agreement and all applicable laws and government regulations.
Customer will not (iv) make the Software available to any third party (except for any third parties acting on behalf of Customer or at Customer’s direct request), (v) sell, resell, rent or lease the Software, (vi) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (vii) knowingly use the Software to transmit malicious code, (viii) attempt to gain unauthorized access on the Software or its related systems or networks, or (ix) interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein.
3.4 Updates. Onboarded may change the Platform features, and the production, support, delivery, layout or maintenance of the Platform and Services from time to time, or discontinue the provision of a Service, in its sole discretion, provided that no such change will result in any material reduction in the utility, functionality, or integrity of Onboarded’s services to You. For any material and adverse changes, Onboarded will use commercially reasonable efforts to provide advance notice to You.
4.1 License to Onboarded Platform. Subject to the terms of this Agreement, Onboarded grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Onboarded Platform, for use during the Term in the manner contemplated by the Parties and the Agreement.
4.2 Onboarded Ownership of Services. Onboarded retains all right, title and interest, including all intellectual property rights, in and to all Onboarded Services. Customer acknowledges that the Onboarded Platform and Services includes Onboarded’s valuable trade secrets and improper use or disclosure may cause Onboarded irreparable harm. Accordingly, Customer agrees to use the Onboarded Platform and Services solely as authorized in this Agreement. Customer further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Customer title or ownership of any Software or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ONBOARDED.
4.3 Customer Data. Subject to the terms and conditions of this Agreement, Customer grants to Onboarded a limited, non-transferable, worldwide license to use the Customer’s Data, including Personal Data of its Employees for the purpose of providing the Onboarded Services. Customer represents and warrants that: (i) it either owns the Customer Data or is otherwise permitted to grant the license set forth in this Section; (ii) the posting and use of Customer Data on or through the Onboarded Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting and processing of Customer Data within the Onboarded Platform does not result in a breach of contract between Customer and any third party; and (iv) To the extent that Customer’s Employees enter into independent contractual relationships with Onboarded for additional services rendered, such additional Worker Data will be owned and controlled by Onboarded.
4.4 Compiled Data. Customer consents to Onboarded processing aggregate data in the form of anonymized statistics derived from its Customer’s utilization of the Software, ensuring that such statistics are devoid of any information that could be used to personally identify the Customer and/or any individual. Onboarded is permitted to employ these statistics for the purposes encompassing sales, marketing, business expansion, product improvement, or customer support activities. To the extent that Customer’s Employee Data is supplemented within the Onboarded Platform beyond the scope of this relationship, such Worker data will be owned and controlled by Onboarded.
4.5 Publicity. Unless otherwise agreed to by You and Onboarded, during the Term of the Agreement, Onboarded may disclose your company name as a customer of Onboarded and/or subscriber to the Service, and you hereby grant Onboarded the right to display your company name and logo in Onboarded’s marketing materials and on Onboarded’s public website, in each case in accordance with any branding guidelines You may provide to Onboarded.
4.6 Feedback. You are not required to provide any ideas, feedback or suggestions regarding any of Onboarded’s products or services (“Feedback”) to Onboarded. If You do provide any Feedback to Onboarded, You agree to assign all right, title and interest in and to such Feedback to Onboarded and agree that Onboarded may freely use and exploit such Feedback without compensation to You.
5.1 Fees. Customer will pay Onboarded all fees set forth on any applicable Order Form or SOW (collectively, the “Fees”) within thirty (30) days of Customer’s receipt of an invoice, unless otherwise set forth in such Order Form or SOW. Customer’s payment obligations are non-cancelable and non-refundable, except in the event of Customer’s termination under Section 7.3, and all Fees are due in advance and are based on the Onboarded Services purchased and not actual usage.
5.2 Payment Terms. For all Fees, Customer will provide Onboarded with a valid check, money order, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Onboarded. Customer is solely responsible for providing Onboarded accurate and complete billing and contact information and for notifying Onboarded of any changes to such information.
5.3 Overdue Charges. Onboarded reserves the right to charge Customer interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any Fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any Fees are more than thirty (30) days overdue, Onboarded may suspend its performance of the Onboarded Services, and require full payment before Onboarded resumes performance.
5.4 Taxes. Customer will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes except for taxes based solely on Onboarded’s net income. If Onboarded is required to pay any such taxes based on the licenses granted in this Agreement or on Customer’s use of the Services, then such taxes will be billed to and paid by Customer.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving 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. Without limitation, Customer’s Confidential Information will include Customer Data; Onboarded’s Confidential Information will include the Services; and Confidential Information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will 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 breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and its legal counsel and accountants without the other Party’s prior written consent.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
7.1 Term of Agreement. This Agreement takes effect on the date Customer first signs an Order Form incorporating these terms and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).
7.2 Term of Subscriptions. The initial term of each subscription to Onboarded Services will be described in the applicable Order Form (the “Initial Term”). Except as otherwise described in an Order Form, subscriptions for each Onboarded Service will automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to commencement of the next renewal term.
7.3 Termination. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice.
7.4 Effect of Termination. Upon termination of the Agreement, the rights, licenses and access to the Onboarded Platform and/or Services granted to Customer under the Agreement will immediately terminate. If the Agreement expires, or if Onboarded terminates this Agreement pursuant to Section 5.3, any unpaid Fees will become immediately due and payable to Onboarded. In no event will the expiration or termination of the Agreement relieve the Customer of any obligation to pay Fees applicable to the period prior to the date of termination.
7.5 Data. Upon expiration or termination of this Agreement for any reason, Onboarded shall provide an export file of all Customer Data stored in the Onboarded Account (in a reasonably usable digital format) to Customer, if Customer requests this within thirty (30) business days of such expiration or termination, or, in the alternative, Onboarded will provide Customer with an API key that will give Customer the access and functionality necessary to export the Customer’s Data upon request at any time during the Term.
7.6 Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will survive.
8.1 General. Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) the execution of any Order Form(s) incorporating this MSA by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; (d) when any Order Form incorporating this MSA is executed and delivered by both Parties, this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) it will abide by all applicable federal, state and local laws and regulations with respect to online activities, use of end user data and the products and services offered by each Party in connection with the Agreement.
8.2 Customer use of Platform. When utilizing the Onboarded Platform and Onboarded Services, Customers must comply with all Laws, including but not limited to employment and anti-discrimination laws at the Federal, state and local level. Customer understands and acknowledges that certain configuration of the Onboarded Platform may trigger additional compliance obligations for the Customer, all of which shall remain the Customer’s sole responsibility. Prior to Customer’s use of any Onboarded Services with an Employee, whether it is embedded within Customer’s Platform or App or by utilizing Onboarded’s Hosted Flows, Customer certifies that they have fully reviewed and understand the Customer Content and Customer Configurations for a given Employee Onboarding flow and that such configurations meet their own compliance requirements.
8.3. Customer Security Obligations. Customer represents and warrants that:
8.3.1. You will establish a robust security policy, system, and facility to protect the security and dissemination of any Employee Data, or access to Worker Data including but not limited to maintaining a privacy policy that is clearly and accurately disclosed to Your Employees and complies with applicable Laws, and maintain strict procedures to ensure that Your personnel are not able to use the Platform or any information or data generated through use of the Platform for improper, illegal or unauthorized purposes.
8.3.2. You are responsible for securing and monitoring your API keys, and you agree not to publish or share them with any unauthorized persons, including Your service providers, except as approved by Onboarded in writing. You will contact Onboarded immediately if you become aware of any unauthorized use of your API keys.
8.3.3. You are solely responsible for the activities of any person accessing the Platform using any credentials issued to You.
8.3.4. You and Your personnel must use reasonable and industry standard means to secure account credentials, Employee Data, Worker Data and promptly notify Onboarded if you suspect any potential compromise.
8.3.5. You will abide by all applicable obligations set forth in the Data Processing Addendum which is incorporated herein by reference.
8.4 Not Legal Advice. Onboarded does not, and cannot, provide legal advice to You or guarantee Your compliance with Laws in your specific use of the Onboarded Platform or Services. You understand that any documents, information, conversations or communication with Onboarded’s representatives regarding the Services or Your configuration thereof, are not to be considered a legal opinion regarding such use. You agree to consult with your own legal counsel about the use of Onboarded’s Services and Your Customer Content and Customer Configurations. You acknowledge and agree that You have no obligation to use, and are solely responsible for independently vetting the contents of any sample or default content or configurations that Onboarded may provide to You. Onboarded provides account configuration support, as well as a variety of sample documents and other support materials in order to assist You with Your compliance obligations, however, none of these materials have been prepared specifically for You or on Your behalf. Use of Onboarded Services means that You certify that You have reviewed, fully understand, have received independent legal advice on the contents and effects of any such configurations or materials as they relate to your legal compliance and/or liability, and You are solely responsible for the adoption and use thereof. Nothing provided to You by Onboarded should be construed as legal advice.
EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE SLA, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND ONBOARDED MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS. ONBOARDED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. ONBOARDED DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY CUSTOMER TO ONBOARDED PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT FOR A BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
11.1 Onboarded agrees to indemnify, defend and hold harmless Customer, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against liabilities incurred as a result of any third-party action, claim, demand, proceeding or suit to the extent arising from or in connection with a claim made or brought against Customer alleging that its use of the Platform, and/or Services in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Onboarded have any obligations or liability arising from: (a) use of the Platform, and/or Service in a modified form or in combination with materials or software not furnished by Onboarded, and (b) any Customer Content, Configurations or Data provided by Customer.
11.2 Customer agrees to indemnify, defend and hold harmless Onboarded and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against liabilities incurred as a result of any third-party action, claim, demand, proceeding or suit to the extent arising from or in connection with a claim made or brought against Onboarded alleging (a) Customer’s access or use of the Platform and/or Services was in violation of this Agreement or any Law, (b) any employment decision or action taken based on information available through the Services; or (c) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law.
11.3 Indemnification Procedure. Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim.
12.1 Assignment. Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12.1 will be null and void.
12.2 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.
12.3 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures; shortages of or inability to obtain labor, energy, or supplies; war, terrorism, riot, acts of God or governmental action; acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
12.4 Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the State of Nevada without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Nevada, and the Parties agree and submit to the exclusive jurisdiction and venue of these courts.
12.5 Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
12.6 Entire Agreement. This Agreement, together with any applicable Order Forms or SOWs, embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both Parties. Unless explicitly provided for in an applicable Order Form or SOW, Customer agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Onboarded regarding future functionality or features.
12.7 Notices. To give compliant notice under this Agreement:
- From You to Onboarded: Send the written notice via email to legal@onboarded.com and simultaneously via postal mail to 885 Tahoe Blvd #D-6, Incline Village, NV 89451. Onboarded will notify You via the Platform, email or postal mail if it updates either.
- From Onboarded to You: Onboarded will notify You via the Onboarded Platform, or to the postal or email address You provide on the Order Form, which you may update at any time.