This Managed Services Terms & Conditions Agreement ("Agreement") is entered into by and between iSOCRATES LLC, having an address at 150 2nd Ave North, Suite 550, Saint Petersburg, FL 33701 (“iSOCRATES”) and the entity who executes a Managed Services Agreement ("MSA") or any other Agreement with iSOCRATES into which this Agreement is incorporated by reference ("Company"). This Agreement is hereby attached and incorporated into each such MSA and/or other agreement executed by Customer. By entering into an MSA or other agreement which incorporates this Agreement by reference, Company hereby agrees to be bound by and abide with the terms and conditions of this Agreement. This Agreement is effective upon the execution by iSOCRATES and Customer of an MSA and/or other agreement which incorporates this Agreement by reference (the "Effective Date") and shall remain in effect for so long as each such MSA and/or other agreement is in effect.
WHEREAS, Company requires some combination of data, media, marketing, creative, development, and / or technical services; and
WHEREAS, Company desires to appoint iSOCRATES, and iSOCRATES desires to accept the appointment, as an end-to-end provider of Programmatic Resource Planning and ExecutionTM services as defined by a Managed Service Agreement ("MSA") order form.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, iSOCRATES and Company, intending to be legally bound, do hereby agree as follows:
All terms used in this Agreement have the meanings set forth below.
6. Representations and Warranties; Intellectual Property.
7. Ownership and Data Usage.
iSOCRATES shall have the right to identify Company as a Company with iSOCRATES, either on an individual basis or as part of a list of some or all of iSOCRATES' Companies. Company agrees to allow iSOCRATES to use Company's name and logo and Media Service for promotional purposes in connection with this Agreement.
10. Disclaimer; Limitation of Liability.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ISOCRATES TECHNOLOGY AND SERVICES ARE PROVIDED TO COMPANY "AS IS" AND ISOCRATES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. ISOCRATES DOES NOT WARRANT THAT THE ISOCRATES TECHNOLOGY SHALL OPERATE COMPLETELY ERROR-FREE OR WITHOUT INTERRUPTION. ISOCRATES SHALL NOT BE LIABLE FOR ANY DECISIONS MADE BY COMPANY THROUGH USE OF THE ISOCRATES TECHNOLOGY AND SERVICES. EXCEPT FOR OBLIGATIONS OF INDEMNIFICATION, A BREACH OF CONFIDENTIALITY OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (i) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; AND (ii) ISOCRATES’ CUMULATIVE LIABILITY TO CLIENT WILL NOT EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT DURING THE MOST RECENT TWELVE (12) MONTH PERIOD.
Revised effective June 1, 2020