Terms and Conditions

1. INTELLECTUAL PROPERTY:

No sale or exchange of Intellectual Property, whether owned by Company or Wayfinder, is contemplated under this agreement. Company hereby acknowledges and agrees that Wayfinder retains all rights in and to Wayfinder’s intellectual property, including all patents, trademarks, service marks, trade secrets, copyrights, or other intellectual property (“Wayfinder IP”). Wayfinder hereby acknowledges and agrees that Company retains all rights in and to Company’s intellectual property, including all patents, trademarks, service marks, trade secrets, copyrights, or other intellectual property (“Company IP”).

Both Parties agree that any third party IP used during the services provided by Wayfinder remain the sole and exclusive property of the third party.

Company agrees that any IP created by Wayfinder during the delivery of, or preparation for delivery of, the Services will belong to Wayfinder and be considered Wayfinder IP. Company may, however, receive a limited license while this Agreement is in force and effect to the Wayfinder IP for internal Company use.

2. CONFIDENTIALITY:

Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of the Agreement or as expressly authorized in writing by the other party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, provided that such standard is at minimum, a reasonable standard of care. Neither party will disclose the other party’s Confidential Information to any person or entity other than its officers, principals, employees and subcontractors who need access to such Confidential Information in order to affect the intent of the Agreement and who are bound by confidentiality terms no less restrictive than those in the Agreement.

3. WARRANTIES:

Except as provided herein, Wayfinder makes no other warranties, express or implied, or promises or obligations with respect to the services. Wayfinder disclaims any and all other warranties, including the warranties of fitness for a particular purpose. 

4. LIMITATION OF LIABILITY:

TO THE EXTENT ALLOWABLE UNDER LAW AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS. IN NO EVENT SHALL THE WAYFINDER BE LIABLE TO COMPANY FOR ANY AMOUNT IN EXCESS OF PAYMENTS MADE UNDER THIS AGREEMENT.

5. TERM &TERMINATION:

This Agreement shall be commenced as of the Final Signature Date and shall continue for a period of 1 year. The Parties can extend the term of this Agreement via renegotiation or via the acceptance of a new purchase order.

Either Party may terminate this Agreement for any reason prior to the expiration of the Agreement upon the provision of 60 days’ notice. If Company desires to terminate the Agreement with 45 or less days notice prior to the date of service delivery, Company shall be liable for 100% of agreed upon fee. Any payment due for a rescheduled service delivery date will be payable in accordance with the terms of the original service delivery date.

 6. GENERAL PROVISIONS:

a. GOVERNING LAW:

This Agreement shall be governed in all respects by the laws of the state of Virginia and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Alabama. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

b. ASSIGNMENT:

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party without the written consent of the other Party.

c. AMENDMENTS:

This Agreement may only be amended in writing signed by both Parties.

d. NO WAIVER:

Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

e. SEVERABILITY:

If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

f. PUBLIC ANNOUNCEMENT:

Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.

g. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

h. HEADINGS:

Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

i. COUNTERPARTS:

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

j. FORCE MAJEURE:

Wayfinder is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and natural disasters, and other acts which may be due to unforeseen circumstances.

k. NOTICES ELECTRONIC COMMUNICATIONS PERMITTED:

Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail or email, to the address of the relevant Party or to the relevant email address or other email address as that Party may from time to time notify the other Party in accordance with this clause.