Siza Service Agreement
This Contract confirms that as a registered user of our system you are a Client of Siza Technologies, LLC.
This Contract for Services is made, by and between the Client, and Siza Technologies of 2136 Ford Parkway, Suite#184, St. Paul, Minnesota 55116.
1. DESCRIPTION OF SERVICES. Siza Technologies will provide to the Client. The services described in the attached Exhibit (collectively, the “Subscribed Services”).
2. PAYMENT. Payment shall be made to Siza Technologies, St. Paul, Minnesota 55116. The Client agrees to pay the sum of for all charges issued by Siza Technologies, LLC.
Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due, Siza Technologies has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
3. TERM. This Contract will terminate automatically upon completion by Siza Technologies of the Services required by this Contract.
4. WORK PRODUCT OWNERSHIP. Any copyright-able works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Siza Technologies in connection with the Services will be the exclusive property of Siza Technologies. Upon request, the Client will execute all documents necessary to confirm or perfect the exclusive ownership of Siza Technologies to the Work Product.
5. CONFIDENTIALITY. Siza Technologies, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Siza Technologies, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Siza Technologies and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Client of these confidentiality obligations which allows Siza Technologies to disclose the Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
6. WARRANTY. Siza Technologies shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Siza Technologies’s community and region, and will provide a standard of care equal to, care used by service providers similar to Siza Technologies on similar projects. Siza Technologies provides services that are in the form of information reports. Siza Technologies cannot physically prevent cyber attacks. Siza Technologies assumes no responsibility for damages of any kind that occur to the client or their property during the use of our services or consultation.
7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 120 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
9. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
10. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
11. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
12. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
13. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Minnesota.
14. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
16. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any seperate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
17. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.