These Terms & Conditions (these "Terms") and the attached Statement of Work (the "SOW") are entered into by and between Savvynova LLC (collectively with its subsidiaries and affiliates, "Savvynova") and the company described in the SOW ("Customer"). The SOW will be deemed governed by these Terms automatically, unless the Customer and Savvynova previously entered into a Master Services Agreement ("MSA") in which case the MSA will govern.
1. SERVICES. Savvynova will provide the services (the "Services") and the deliverables (each, a "Deliverable") in consideration of the fees (the "Fees"), all as described in the SOW. Customer will perform any commitments it has agreed to in the applicable SOW. In addition, Customer will provide all reasonable cooperation to Savvynova, including providing any materials that are the subject of the Services (the "Customer Originals"). Any change to the scope of the Services or failure to provide reasonable cooperation may result in additional charges and delays. In that event, the parties will amend the applicable SOW in writing to reflect any agreed-to changes under this Section.
2. WARRANTY. Savvynova warrants, for a period of thirty days following performance of any Service or delivery of any Deliverable (the "Warranty Period"), that the Services will be performed in a professional and workmanlike manner and the Deliverables will conform substantially with the specifications provided in the SOW. In the event of any breach of the foregoing warranties, Savvynova will re-perform the Services or correct the applicable Deliverable at Customer's request; provided that, Customer must notify Savvynova of its request in writing within the Warranty Period. Savvynova will not be responsible for any breach resulting from any modification of any Deliverable by Customer or any third party. If Savvynova is unable to remedy any breach as described in this Section, then Customer may request a refund for the applicable Service or Deliverable, provided that any right to use the applicable Deliverable will terminate automatically.
3. PAYMENT TERMS. Customer agrees to pay all Fees and expenses described in the SOW within thirty days of the date of the applicable invoice. Customer will be solely responsible for any sales, use, excise or similar taxes or duties or withholding amounts.
4. OWNERSHIP. Customer will retain all right, title and interest in and to the Customer Originals. Subject to these Terms, all of the Deliverables provided to Customer hereunder will be owned by Customer and will be deemed "works made for hire."
5. LEGAL COMPLIANCE. Each party will comply with all applicable laws and regulations in connection with its activities under each SOW. Customer will advise Savvynova in the event any of the Customer Originals contain any material that is subject to restrictions (e.g. personal data protections or export controls). Customer will be solely responsible for obtaining all legally required consents and documentation prior to Savvynova's receipt of the applicable Customer Originals. Customer will be solely responsible for Savvynova's reliance on Customer's instructions.
6. CONFIDENTIALITY. Each party receiving Confidential Information under these Terms will not disclose such Confidential Information to any person other than its employees, agents, and contractors (and those of its subsidiaries and affiliates) who are bound by obligations of confidentiality at least as strict as those contained in this Section; provided that, such information may be disclosed with prior written notice to the disclosing party as required to comply with applicable laws, regulations, subpoenas, legal demands or court SOWs. The receiving party will use the disclosing party's Confidential Information solely for purposes of its performance hereunder. The receiving party will, upon written request, destroy all copies of the Confidential Information in its possession or control; provided that, mandatory obligations to maintain business documentation will remain unaffected. "Confidential Information" means information designated in writing as "confidential" or "proprietary" prior to or at the time of disclosure or information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. "Confidential Information" does not include information that is: (a) or becomes generally known to the public through no fault of the receiving party; (b) in the receiving party's possession prior to receipt from the disclosing party; (c) acquired by the receiving party from a third party without obligation of confidentiality; or (d) independently developed by receiving party without reference to the disclosing party's Confidential Information.
7. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY STATED IN SECTION 2 (WARRANTY), ANY PRODUCTS, SERVICES, DELIVERABLES OR MATERIALS PROVIDED TO CUSTOMER IN CONNECTION WITH ANY SOW ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, SAVVYNOVA, ITS AFFILIATES AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY OR BASED ON COURSE OF DEALING OR TRADE USAGE OR PRACTICE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, INCOME OR DATA, HOWEVER ARISING AND WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY'S LIABILITY UNDER ANY SOW WILL EXCEED TWO TIMES THE AMOUNTS PAID TO SAVVYNOVA LLC UNDER SUCH ORDER. THE PROVISIONS OF THIS SECTION WILL NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTION 5 (LEGAL COMPLIANCE) OR SECTION 6 (CONFIDENTIALITY).
9. GENERAL. This Agreement will be construed in accordance with the laws of the United States of America, excluding any applicable conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded and will not apply to these Terms nor any SOW. Any terms and conditions provided by Customer will not apply even if Savvynova provides its Services without expressly disclaiming those terms and conditions. In the event that any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of these Terms will continue in full force and effect. No modification to these Terms, nor any waiver of any rights, will be effective unless consented to in a writing signed by both parties. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. These Terms, including any SOW, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.