Global Master Service Agreement

IPTP Group company identified in the respective service order form (hereinafter “IPTP”) hereby agrees to provide and the respective Business Partner (hereinafter “Business Partner”) agrees to purchase the services (hereafter “Services”) identified in the respective order forms signed by the Business Partner for the term agreed therein, subject to the following terms and conditions.

1. General
1.1. This Agreement is intended to allow Business Partner to obtain Services from IPTP. The Business Partner acknowledges that this Agreement governs the respective Order by means of a reference in the latter.
1.2. Interpretation.
1.2.1. When a reference is made in this Agreement to an Article, a Section, an Exhibit or a Schedule, such reference shall be to an Article of, Section of, or an Exhibit or a Schedule to this Agreement unless otherwise indicated.
1.2.2. Whenever the words ´include´, ´includes´ or ´including´ are used in this Agreement or Order, they shall be deemed to be followed by the words ´without limitation´. 1.2.3. Whenever the word ´or´ is used in this Agreement, it shall not be deemed exclusive.
1.2.4. The words ´hereof´, ´herein´ and ´hereunder´ or words of similar import when used in this Agreement or Order shall refer to this Agreement or Order, as the case may be, as a whole and not to any particular provision of this Agreement or Order, as the case may be.
1.2.5. All terms defined in this Agreement shall have the defined meanings when used in Order or in any certificate or other document made or delivered pursuant hereto or thereto unless otherwise defined therein. The definitions contained in this Agreement and Order are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

2. Definitions
2.1. Affiliate – as to a party, any entity controlling, controlled by, or under common control with such party, where the terms ´control´, ´controlling´, ´controlled by´, and ´under control´, means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity.
2.2. Business days – means any calendar day except (a) Saturdays or Sundays or (b) legal holidays or (c) any day on which banks in [country] are authorized or required by Law or executive order to be closed.
2.3. Claims – all claims or demands, liabilities, judgments, awards, lawsuits, damages, losses, causes of action and penalties.
2.4. Credit Hold is a temporary downgrading of the support provided by IPTP to only addressing critical support requests received from the Business Partner, while all other level of support will be denied. By “critical” one means only the essential support required to maintain the availability of currently activated Services. In other words, any activated in-Service (the Service that has already been delivered and activated) needs to be maintained working but any extra support apart from that will be refused.
2.5. Effective Date – means a date when this Agreement comes into force, i.e. the moment when the Agreement is signed by the Parties or any Order is provided by IPTP and accepted by the Business Partner or the Services are started to be rendered by IPTP (whatever happens earlier).
2.6. Equipment – hardware and software offered under this Agreement.
2.7. Fees – charges and fees for the Services charged to the Business Partner by IPTP.
2.8. Law(s) – all applicable laws, rules, codes, regulations, court orders, ordinances and matters of records.
2.9. Managed Service Agreement – an agreement entered by the Parties hereto under which (a) IPTP shall render managed services for the products either provided by IPTP under a Service order form hereto or supplied by the Business Partner and (b) the Business Partner shall accept the managed services and pay for them thereunder.
2.10. Order(s) – a Service order form hereto or a Managed Service Agreement or both (as the case may be) provided by IPTP and accepted by the Business Partner. In the event of conflict between the terms and conditions of this Agreement and terms and conditions of the Order, the Order shall prevail.
2.11. Parties – IPTP, Business Partner.
2.12. Service Suspension is a temporary deactivation of the Services while preserving the Business Partner’s data and access records for the period of up to 30 days.”
2.13. Service Termination is cancellation of the Services with inter alia a complete wipe off of data and deletion of access records (if applicable) kept on the Equipment including the one of the Business Partner.

3. Intended Use of the Service
3.1. The Parties shall execute one or more Orders. Each Order shall describe the services to be provided by IPTP to Business Partner thereunder, the Fees to be paid by Business Partner to IPTP thereunder, and any other terms and conditions applicable to the Services of each Order. No Order shall be binding until it has been signed by a duly authorized representative of each of IPTP and Business Partner.
3.2. As used herein, the term “Services” refers collectively to all services identified in all Orders entered into hereunder and may include standard services provided by IPTP to its Business Partners, and any technical, supplemental professional, or other services.
3.3. Business Partner agrees to use the Services only for lawful purposes. Unauthorized transmission or storage of any information, data, or material in violation of any Law(s), including without limitation illicit transmission or use of copyrighted material, obscene material, material protected by trade secrets or materials designed to harass or interfere with others, is strictly prohibited. Business Partner shall at all times strictly comply with IPTP Acceptable Use Policy located on IPTP website at: https://iptp.com/iptp-acceptable-use-policy
3.4. IPTP reserves the right to amend its Acceptable Use Policy in its sole discretion from time to time. Business Partner shall strictly comply with the rules of any other network Business Partner accesses through the use of the Services. IPTP undertakes no obligation to monitor the content of communications sent, posted, linked or otherwise conveyed by Business Partner but reserves the right to do so including, but not limited to, where directed to do so by law enforcement authorities. For the purposes of this Agreement, to the extent that an employee or third party uses the Services provided hereunder, such employee, agent or third party use shall be deemed Business Partner’s use for the purposes of this Agreement.

4. IP Addresses
Internet Protocol addresses (“IP Addresses”) provided or assigned by IPTP in connection with the Services at all times remain the property of IPTP and are not portable, and Business Partner shall have no rights with respect thereto. Assignment of IP Addresses is subject to corresponding RIR (Regional Internet Registry) guidelines and is not guaranteed. IPTP may modify such assignments at any time in its sole discretion. Business Partner shall provide an accurate host count at the time of the Agreement signing; such count shall be subject to verification by IPTP.

5. Invoice/Payment
IPTP invoices Services charges as follows:

5.1. One time Fees, non-recurring or setup Fees, including without limitation, installation and equipment charges, shall be invoiced by IPTP at the time when the Order is placed.
5.2. Recurring Fees and Fees for collocation, hosting, access costs and minimum commitments may be billed by IPTP to the Business Partner monthly, thirty (30) days in advance. The first invoice for the recurring charges/fees will be issued upon the signing of the respective Order by both Parties and will include:
5.2.1. recurring Fees/charges in pro rata to the days remaining in the first month since the date of Service acceptance, and
5.2.2. recurring Fees/charges for the full next month (or a few months if agreed upon by the Parties).
5.3. Fees for the usage-based Services will be calculated in accordance with Section 6 below and billed in arrears.
5.4. The Business Partner shall treat as valid and official only IPTP invoices sent hereunder to the Business Partner from billing@iptp.net. The Business Partner shall pay invoices of IPTP within thirty (30) calendar days of the invoice date.
5.5. Invoice is considered as overdue if still not paid by the Business Partner on the thirty first (31) calendar day from the respective invoice date. Overdue accounts are subject to a finance charge of the lesser of 3 (three) percent per month or the maximum allowed by Law(s) with such finance charge starting from the date when the invoice becomes overdue.
5.6. Should the Business Partner fail to pay invoices in full when due, in addition to applying the finance charge stated in section 5.5 hereof IPTP may suspend (put on credit hold) or terminate any Services under any or all Orders hereunder. Such termination or suspension shall not relieve the Business Partner from its obligation to pay under this Agreement. If and once the overdue invoices are paid in full by the Business Partner, IPTP may at is own discretion resume providing the relevant Services, but at an additional account reinstatement fee of 500 (five hundred) Euro required to reactivate each of such Services. Neither claims of fraudulent use of the Services, nor bad debt shall not relieve the Business Partner of its obligations to pay any fees or charges when due hereunder.
5.7. Business Partner hereby grants to IPTP a lien on any Business Partner’s equipment located in IPTP possession. In the event of termination for non-payment or other default, IPTP may hold such equipment until Business Partner satisfies all outstanding balances due to IPTP. In the event that Business Partner fails to pay any amounts due within sixty (60) days of the date of termination, IPTP may retain or sell, in its sole discretion, any such equipment without liability to Business Partner.

6. Usage-based Dedicated Internet Access Burstable/Usage-based Billing
6.1. Usage/Burstable-based Billing. The minimum interface rate for Burstable Billing option is 1Gbps. For Burstable Billing, the Business Partner contracts for a selected Committed Access Rate and IPTP provides Business Partner the capability to burst up to the physical capacity of the port. The amount of Burstable Bandwidth is derived from the 95th percentile calculation described below. The 95th percentile calculation is based on industry standard ‘Base 10’ method where 1 kilobits per second (Kbps) equals 1,000 bits per second. The Burstable Bandwidth Charge described below will be invoiced to the Business Partner in arrears and is in addition to the Flat Rate Billing for the selected Committed Access Rate.
6.2. “Burstable Bandwidth” calculation. IPTP polls the routers for Business Partner ingress and egress usage at five minute intervals. The higher usage number for each poll is stack ranked. The top 5% (five percent) of the usage number is discarded. The next highest measurement is the Burstable Bandwidth.

The “Burstable Bandwidth Charge” = (Burstable Bandwidth – Committed Access Rate) * (Burstable Bandwidth price per Megabit)

7. Commitments/Term
7.1. This Agreement shall commence on the Effective Date and shall continue for an indefinite period until the date when the last Order then in effect between the Parties expires or is lawfully terminated. The terms of this Agreement shall be deemed to continue in force at all times when at least one Order is in effect and outstanding hereunder.
7.2. Business Partner agrees to continue to purchase the Services for the complete period identified in the Order (¨Term¨). Unless otherwise stated on the Order, the Term for Services shall commence on the service activation date. This is the date when IPTP notifies Business Partner in writing (“Service Commencement Notice”) that the Services are operational. Business Partner has seventy-two (72) hours from receipt of the Service Commencement Notice from IPTP to advise IPTP, in writing, that the Services are not performing in accordance with IPTP specifications. Such notice shall describe with specificity the deficiencies in the Services. If Business Partner fails to notify IPTP within the time frame referenced above, then the Services will be deemed accepted, and the billing will commence, as of the date of IPTP Service Commencement Notice. For the avoidance of doubt, IPTP may commence billing for the Services even if the Services are not operational if the delay is solely due to Business Partner’s failure to provide information, access, equipment or other items necessary to operate the Services. IPTP reserves the right to perform a credit check on or seek other reasonable assurances of payment from Business Partner, prior to the initiation of the Services.
7.3. The Term is deemed to be automatically renewed each time for a successive period of 30 days (“Additional Term”) (unless another period is explicitly stated in the Order), (a) should neither Party notify the other Party in writing of its choice not to renew the Order at least 30 days prior to the expiration of the relevant Order’s Term; or (b) should both Parties not mention in an new Order that it terminates or amends the expiring/expired one. There may be an unlimited number of Additional Terms.
7.4 IPTP reserves the right to pass through to Business Partner any reasonable additional Fees created by a change in regulation, new tax or similar surcharge or a change in the telephone or telecommunications fees with respect to services that IPTP purchases from a third parties used to provide the Services. Such change in rates shall not give rise to any right of Business Partner termination of this Agreement or any Orders hereunder.
7.5. Should Business Partner wishes to cancel the Services before the end of the Term, such cancellation shall entail the early termination fees set forth in Section 12.3 below. It is expressly understood and agreed by Business Partner that the charges for the Services purchased by Business Partner hereunder are based on the Term commitment. The early termination fees set forth in Section 12.3 represent the Parties’ reasonable good faith pre-estimate of IPTP’s losses in the event Business Partner terminates this Agreement prior to the end of the Order(s).

8. Warranties and Liability
8.1. EXCEPT AS MAY BE SET FORTH IN THE APPLICABLE SERVICE LEVEL AGREEMENT (IF ANY), BUSINESS PARTNER, EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL USE OF THE SERVICES IS AT BUSINESS PARTNER’S SOLE RISK. IPTP MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, FOR THE GOODS, SERVICES OR SOFTWARE IT PROVIDES. IPTP ALSO DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.2. For those Services for which IPTP offers a system of credits or rebates for service interruptions, regardless of cause, such credits or rebates shall be Business Partner’s sole remedy therefore.
8.3. For direct, proven damages arising out of its performance or failure to perform hereunder, IPTP liability shall be limited to an amount equivalent to the charges actually paid by Business Partner under the particular Order for the Services during the period in which such damages occur.
8.4. In no event shall IPTP be liable for any incidental, consequential, special, indirect, punitive or third party damages or claims, including but not limited to, lost profits, lost savings, lost productivity, loss of data, and loss from interruption of businesses, even if previously advised of their possibility and regardless of whether the form of action is in contract, tort, or otherwise.
8.5. Notwithstanding the foregoing, neither IPTP nor its affiliates, officers, directors, employees or agents shall be liable to Business Partner or to any third party for any indirect, consequential, incidental, exemplary, or punitive losses or damages, including, without limitation, lost profits or data, regardless of the cause thereof, even if IPTP is advised of the possibility of such loss.
8.6. The Business Partner acknowledges, agrees and confirms to IPTP that the Business Partner shall be fully responsible for the security of the data that IPTP possesses or otherwise stores, processes or transmits for or on behalf of the Business Partner in the course of providing the Services hereunder.

9. Indemnification
Business Partner will always defend, indemnify and hold IPTP harmless from and against any and all Claims brought by third parties and resulting from or arising out of Business Partner’s use of the Services.

10. Third Party Vendors
To the extent that IPTP is acting as a reseller with respect to Equipment, IPTP will provide Business Partner with the same warranties and support services that IPTP receives from its vendors. Malfunctioning equipment will be repaired or replaced, at IPTP choice.

11. Notice
Unless expressly stated in the Agreement all notices required by this Agreement will only be effective if in writing and sent by (i) courier or registered mail, postage prepaid; (ii) overnight delivery required upon receipt; (iii) delivery by hand; or (iv) facsimile or e-mail (promptly confirmed by mail), to the Parties at the respective addresses or numbers in this Agreement or as designated in writing by the Parties. Notices shall be in writing with either ink or electronic signature by the duly authorized representative and be deemed effective on the date of receipt.

Notice to IPTP shall be deemed given to IPTP address as indicated in the preamble above or other address as may be selected by IPTP from time to time.

12. Termination/Breach
12.1. IPTP may suspend Service or, at its sole discretion, terminate this Agreement, or any Order, collectively or separately, in effect at the time, without liability to Business Partner immediately by a notice to the Business Partner (i) should Business Partner fail to pay any amounts when due (i.e. there are any overdue invoices); (ii) should the Business Partner breach any material provisions of this Agreement (other than the ones indicated in this section) and fail to remedy then within five (5) days; (iii) should IPTP be unable to provide the Service hereunder due to the Business Partner’s acts or omissions; (iv) upon any regulatory decision or governmental order requiring IPTP to suspend Service(s) or which is reasonably likely to result in the loss of IPTP’s operating authority, upon reasonable notice; or (v) should the Business Partner be engaged in any unlawful business practice related to that Party’s performance under this Agreement; or (vi) should the Business Partner file a petition for bankruptcy, become insolvent, acknowledge its insolvency in any manner, cease to do business, make an assignment for the benefit of its creditors, or have a receiver, trustee or similar party appointed for its property. No such termination or suspension shall relieve Business Partner of its obligations to make due payments hereunder.
12.2. Either Party hereto may terminate this Agreement for convenience (no reason required) upon a thirty (30) day prior notice provided no Order is still in effect and all amounts due to IPTP have been paid.
12.3. In the event that (i) IPTP terminates this Agreement, or any Order, collectively or separately, in effect at the time, for cause as set forth in this Section 12.1. or elsewhere in the Agreement, or (ii) Business Partner terminates this Agreement or any Order, collectively or separately, in effect at the time, prior to the end of their respective Terms, then Business Partner shall pay to IPTP the following fees representing the Parties’ reasonable good faith pre-estimate of IPTP’s losses (“liquidated damages”):
12.3.1. reimburse IPTP for any third party cancellation/termination charges associated with the Services so terminated; and
12.3.2. without prejudice to any other rights or remedies that IPTP may have – to pay to IPTP one hundred percent (100%) of all Fees, actual or projected, for each month remaining until the expiry of the then current Term or Additional Terms (as applicable).All such liquidated damages shall be paid by the Business Partner within five (5) days of the date of invoice issued by IPTP.

13. Intellectual Property Rights
IPTP shall remain the sole owner of and retain all rights, title and interest in any technical information and/or intellectual property rights (“IPR”) provided to Business Partner hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs and other IPR either used or developed by IPTP or its agents in connection with the provision of Service hereunder (“IPTP Technology”). None IPTP Technology shall be considered “work made for hire”. In return for payment of all fees and charges, IPTP grants to Business Partner a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with Service hereunder. IPTP shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of this Agreement.

14. Force Majeure
No Party shall be liable to another Party, nor be deemed to have defaulted under or breached this Agreement or Order(s), for any failure or delay in fulfilling or performing any term of this Agreement or Order(s) due to any of the following causes beyond such Party´s reasonable control (such causes, ´Force Majeure Events´): (i) acts of God, (ii) flood, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) embargoes or blockades in effect on or after the date of this Agreement, (v) national or regional emergency, (vi) strikes (vii) action by any governmental authority, (vii) or any other event that is beyond the reasonable control of such Party. The lack of funds shall not be deemed to be a Force Majeure Event. The party suffering a Force Majeure Event shall give notice within 30 (thirty) days of the Force Majeure Event to other Party to which performance is owed, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure that effects of such Force Majeure Event are minimized. If the Force Majeure Events last longer than 30 (thirty) days, the other Party may immediately terminate this Agreement by giving written notice to the delayed Party.

15. Confidential Information
15.1. “Confidential Information” means information disclosed by one Party to the other Party; including (i) information identified by the disclosing Party, in writing or orally, as confidential at the time of disclosure; (ii) information containing the disclosing Party’s Business Partner lists, Business Partner information, technical information, pricing information, financial position, trade secrets, Business Partner communications or proposals, or information relating to its business planning or business operations; (iii) the terms of this Agreement and Order(s).
15.2. Information is not deemed Confidential Information if it (i) is known to the receiving Party prior to receipt from the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party. For the avoidance of doubt, the mere placement of materials or equipment containing information at an IPTP location does not constitute disclosure of such information to IPTP.
15.3. Neither Party will use or disclose Confidential Information from the other Party without the prior written consent of the other Party except where (i) if in the opinion of counsel, the disclosure is required by Laws or by an order of a court or other governmental body having jurisdiction after taking steps to maintain its confidentiality where practicable; or (ii) reasonably necessary to be made to that Party’s, or its Affiliates’, employees, officers, directors, legal advisers, accountants and other advisers, or (iii) necessary for a Party to exercise its rights and perform its obligations under this Agreement. In any case, the disclosing Party shall ensure that disclosure shall not be broader than necessary, and that the recipient agrees prior to receipt to keep the information confidential to the same extent as under this Agreement (except that such agreement need not be obtained for disclosures to a court, regulator or arbitrator).
15.4. Neither Party grants the other Party the right to use its trademarks, service marks, trade names, copyrights, other intellectual property rights or other designations in any promotion, publication, or press release without the prior written consent of the other Party in each case.

16. No Waiver
A party may by written instrument signed on behalf of such party: (i) extend the time for the performance of any of the obligations or other acts of another party due to it, (ii) waive any inaccuracies in the representations and warranties made to it contained in this Agreement, or (iii) waive compliance with any covenants, obligations or conditions in its favor contained in this Agreement. No claim or right arising of this Agreement can be waived by a party, in whole or in part, unless made in a writing signed by the duly authorized representative of such party. Neither any course of conduct or dealing nor failure or delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power or privilege. A waiver given by a party will be applicable only to the specific instance for which it is given.

17. Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party, provided, however, that a Party may (i) assign this Agreement to any entity that acquires all or substantially all of such Party’s assets or its business that is the subject hereof, or (ii) upon written notice to the other Party, assign this Agreement to any entity that is owned by such Party.

18. Modification
Except as may be stated otherwise herein, this Agreement may only be modified by an instrument in writing duly executed by authorized representatives of each of the Parties, making specific reference to this Agreement. No custom, industry standard or course of dealing between the Parties shall in any way serve to vary or alter the terms and conditions of this Agreement.

19. Relationship of the Parties/No Joint Venture
The parties shall perform all obligations under this Agreement as independent contractors, and nothing contains in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties to this Agreement or any affiliate or subsidiaries thereof, or to provide other Party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other Party.

20. No Recourse Against Nonparty Affiliate
All claims, obligations, or causes of action (whether in contract, law, equity or otherwise) that arise out or relate to this Agreement, Order(s), or the negotiation, execution, or performance of this Agreement or Order(s) (including any representation or warranty made in, in connection with or as an inducement to this Agreement or Order(s)), may be made only against the Parties that are signatories to this Agreement or Order (s) (Contracting Parties). No Person who is not a Contracting Party, including any officer, employee, member, partner or manager signing this Agreement, Order(s) or any certificate delivered in connection herewith on behalf of any Contracting Party (Nonparty Affiliates) shall have any liability (whether in contract, law, equity or otherwise) for any claims, obligations, liabilities or causes of action arising out of, or relating to any manner to, this Agreement or Order(s) or based on, in respect of, or by reason of this Agreement or Order (s), or the negotiation, execution, performance, or breach of the Agreement or Order (s); and to the maximum extent permitted by law, each Contracting party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates.

21. Disputes Resolution/ Applicable law
21.1. The Parties shall seek to eliminate any differences arising during the execution of the Agreement to the mutual agreement through negotiations. If this cannot be reached, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Arbitration Rules of Cyprus’ Arbitration and Mediation Centre (http://www.cyprusarbitration.org.cy). The number of arbitrators is one. The appointing authority shall be the Cyprus’ Arbitration and Mediation Centre. Submission of any disputes under this Agreement to any other courts or arbitration tribunals is excluded. The Parties hereby waive their right to any form of recourse against an award to any court or other competent authority, in so far as such waiver can validly be made under the applicable law.
21.2. The arbitration will be conducted in the English language. The seat of the arbitration shall be in Limassol, Cyprus.
21.3. The Parties agree that the arbitration awards shall be final and binding upon the Parties and that they shall pay the arbitration costs as decided by the arbitration tribunal, which shall decide on the allocation of such costs in consideration of the success of the pleadings of each Party.
21.4. This Agreement is governed by, and shall be construed in accordance with, the Law of England and Wales excluding any application of the conflict of law rules.

22. Survival
Sections 5, 7, 8, 9, 11, 12, 13, 15, 20, 21 and 25 of this Agreement shall survive the completion, expiration, termination or cancellation of this Agreement.

23. Severability
If any provision of this Agreement or Order(s) is determined to be invalid, illegal, or incapable of being enforced, the remaining provisions of this Agreement and Order(s) shall remain in full force, if the essential terms and conditions of this Agreement and Order(s) for each Party remain valid, binding and enforceable.
In lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Any provision of this Agreement or Order(s) held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

24. No Third Party Beneficiaries
No provision of this Agreement is intended, nor shall any be interpreted, to provide any person not a Party to this Agreement with any remedy, claim, liability, reimbursement or cause of action or create any other third-party beneficiary rights.

25. Entire Agreement
25.1 This Agreement consists of the following documents (being its integral parts), whereby in case of conflict or inconsistency between these documents, each document earlier listed shall prevail over the document listed later: (a) Order, (b) Master Service Agreement, (c) Managed Service Agreement (if any); (d) any policies or other documents directly referred to in the above listed agreements.
25.2 Except as otherwise stated herein above, this Agreement supersedes all prior oral or written communications and understandings between the Parties with respect to the subject matter of this Agreement.

26. Counterpart Originals
The Parties may sign any number of copies of this Agreement. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Agreement and of signature pages by electronic image scan shall constitute effective execution and delivery of this Agreement as to the Parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties hereto transmitted by electronic image scan shall be deemed to be their original signatures for all purposes.

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