ONEmvt.com

TERMS & CONDITIONS

1.  Seagate Connections
Client engages Seagate Connections to provide the following Telephone Answering Service (the “Services”) during the Term (defined below):

Upon receiving a call for CLIENT, Seagate Connections personnel shall adhere to any and all scripts provided to Seagate Connections by CLIENT.  At the completion of a call Seagate Connections shall follow any and all protocols CLIENT has designed for Seagate Connections to follow.  Any changes that need to be made to the scripts or protocol must be made to the account representative assigned to the account.

A. See specific email agreement for all rates and fees.

B.  Seagate Connections will provide CLIENT with Initial Account Set-Up and programming as described in Scope of Work (SOW) thereafter, CLIENT agrees to regularly update its employee contact information and account data with Seagate Connections so as to maintain accuracy (“Information Updates”).  For any and all such programming and/or account changes a $35.00 per hour fee (billed in a 15 minute increment) will apply for the time spent programming unless a set fee is stipulated in SECTION I.  Anytime this fee will be applied Seagate Connections will require written (email will be considered a writing for this purpose) authorization from CLIENT before performing any chargeable work.  Seagate Connections will track and report the final time on the client’s next statement.

Corrections, changes, or “on call” updates should be faxed or emailed, if possible, or phoned in to the Customer Service Department between the hours of 9:00 AM and 5:00 PM Monday through Friday Eastern Standard Time.

C.  If THE CLIENT requires a local number(s), Seagate Connections will provide them as needed.  Local DID’s are billed at $5.00 per billing cycle.  TFN’s (Toll Free Number) are available at a rate of $25.00 per number per billing cycle.  All usage on any TFN – RESPORG’d or provided from Seagate Connections is billed at a rate of $0.04 per minute.  Any DID or TFN provided by Seagate Connections cannot be released or sold to the client at any time during the agreement or after the agreement time has expired.  Seagate Connections does not sell numbers.  Should the client wish to RESPORG a number(s) to Seagate Connections, each RESPORG will be incur a one-time fee of $50.00 for the RESPORG.

D.  Client recognizes and agrees that Seagate Connections will have no ownership or other rights to any CLIENT software.  Likewise, the CLIENT will have no ownership or rights to Seagate Connections’s software or telephone switching systems

E.  Based on the information that Client provides to Seagate Connections, Seagate Connections will train their Customer Service Representatives and train them so that Seagate Connections’s Customer Service Representatives can answer and process calls concerning the Covered Product & Services of client.

F.  Provided that Client has provided Seagate Connections with the Initial Information and Materials reasonably in advance of the Start Date, Seagate Connections’s Customer Service Representatives will answer and process/make calls concerning the Covered Product commencing on the Start Date.  Seagate Connections will answer and process the calls it receives on a timely basis based upon the Service Level Agreement set forth in Section 1, Sub-Section “H”.  Seagate Connections’s Agents will answer calls in a courteous and business-like manner.  Seagate Connections will input data and information it receives for orders for the Covered Product (1) to Client, (2) to a person or entity that Client designates, or (3) to a fulfillment house that Client designates. 

G.  Seagate Connections will confer with Client regarding the reports that Seagate Connections will provide to Client concerning calls that Seagate Connections receives and processes regarding telephone statics.  Seagate Connections will provide Client with such reports as mutually agreed. 

 (1) Seagate Connections will be exempt from service level agreements in case of a Force Majeure event.

 (2) If at any time Seagate Connections becomes in breach of these terms, Seagate Connections will have seven (7) days from the date of notification of occurrence from Client to correct and re-adhere to  the terms as set forth above.  With respect to each instance of a failure to meet the service level agreement, if Seagate Connections does not re-adhere to the terms inside the seven (7)  day period, Client will receive credit for any and all calls that were in breach of the service(s) level(s) set above until a time in which Seagate Connections does re-adhere to the service levels  above.  In the event Seagate Connections does not re-adhere to the service levels within 1 billing cycle Client may cancel service with 48 hour written notification to Seagate Connections and not be  responsible for the remaining term of the contract.

2.  Client Information 
Client recognizes and agrees that Seagate Connections’s ability to provide the Services is dependent upon Client’s cooperation with Seagate Connections and Client’s timely providing Seagate Connections with information and materials reasonably necessary to provide the Services that Seagate Connections may request.  Seagate Connections shall request such information and materials so required well enough in advance so as not to cause any delay to the Services.  Accordingly, Client agrees to cooperate fully with Seagate Connections and to provide such information and materials to Seagate Connections on a timely basis and to provide Seagate Connections with updated information and materials in a timely manner after such information and materials are updated.  In order to assist Seagate Connections with being ready to provide the Services on the Start Date, Client agrees to meet and confer with Seagate Connections and to provide Seagate Connections with the following information and materials in a timely manner.

Seagate Connections reserves the right to withhold the Services or charge overtime premiums for any programming or other work required in connection with an Information Up to date which Client deems “emergency” and which is required by Client to be performed on or between the hours of 5:30pm CST to 8:00am CST Monday – Friday, any time Saturday & Sunday at $52.50 per hour and on any Federal Holiday for $70.00 per hour without further notice (notice shall be deemed to have given at the time Seagate Connections accepts work specifically listed in writing by Client as being “emergency” and requiring work during the evenings, weekends and holiday times listed above) to Client if Client fails to cooperate or provide Seagate Connections with information and materials that Seagate Connections may request.  Client represents and warrants to Seagate Connections that:

 (4) Client shall be solely responsible for compliance with all applicable federal, state, and local laws and regulations as they relate to Client’s involvement with the services  provided by Seagate Connections on client’s behalf. 
 
 (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product. (5) As between Seagate Connections and Client, Client owns all End User data collected in connection with the Services, the Scripts, FAQs and any other information or materials provided  by Client to Seagate Connections or prepared by Seagate Connections and which are unique to the Services for the Covered Product.


3.  Term
The initial term of this agreement shall be One-Year term with ninety (90) day notice from the agreed upon start date.  Upon expiration of the initial term the Agreement shall automatically renew on a 90-day interval basis unless terminated in writing by either party at least Ninety-(90) days prior to the expiration of the then current term.


4.  Expenses 
Client agrees to pay for any expenses that Seagate Connections incurs beyond the Standard Scope of services on behalf of Client including if necessary, express courier services, messenger services, and other expenses that Seagate Connections incurs in providing the Services outside the Standard Scope of Seagate Connections’s call center services to Client where in Seagate Connections was provided express written (email will be considered a writing for this purpose) consent from Client to Seagate Connections before services are performed. Client will pay the actual and documented expenses, without mark up, for properly approved expenses. 


5.  Timely Payment
Client recognizes and agrees that Seagate Connections will send Client invoices for each Billing Cycle and for any other fees and expenses due from Client to Seagate Connections.  Client shall pay Seagate Connections the Service Fee and Usage Fee, along with any other fees and expenses that are due from Client to Seagate Connections based on the pricing set forth in this agreement above for Services rendered during such Billing Cycle, within fifteen (15) days after the date of Seagate Connections’s invoice.  If Client fails to timely pay any undisputed amounts due under this Agreement, Client recognizes and agrees that, notwithstanding anything to the contrary contained in this Agreement, Seagate Connections may suspend or terminate its Services if Client does not pay all undisputed amounts then owed to Seagate Connections within five (5) days’ of Client’s receipt of a written notice regarding such amount owing.  If Client’s bill remains unpaid for more than thirty (30) days from the invoice date:  (A) a service charge of the greater of twenty five and no/100 dollars ($25.00) or one and one-half percent (1½%) shall be added each Billing Cycle to the unpaid undisputed balance, and Client shall promptly pay Seagate Connections for such service charge, and (B) Seagate Connections may, upon request, require Client to deposit funds with Seagate Connections to secure payment from Client for future Services. If the account goes past 30 days out with no payment received or payment arrangements made and agreed upon, Seagate Connections holds the right to charge the credit card or checking account on file and other costs.


6.  Confidentiality 
A. Client and Seagate Connections acknowledge and agree that in the course of their dealings with each party will acquire highly confidential information about the other party, including its business activities and operations, its technical and non-technical information, intellectual property and trade secrets (“Confidential Information”).  Client and Seagate Connections shall each hold such Confidential Information in strict confidence and shall not reveal the same.  Confidential Information shall not include any information generally available to or known to the public, known prior to the negotiations leading to this Agreement, independently developed outside the scope of this Agreement, or lawfully disclosed by or to a third party or tribunal.  The Confidential Information of each party shall be safeguarded by the other to the same extent that it safeguards its own confidential methods or data relating to its own business, but with no less than a reasonable degree of care.

B. In the course of performing the Services, Seagate Connections will have access to personally identifiable information about Client and/or its client’s customers, including, but not limited to the names, addresses, e-mail addresses and telephone numbers of all customers and prospective customers to any product or service offered by Client, as well as any other personally identifiable information relating to such customers (“Personal Information”).  Seagate Connections hereby acknowledges that Client has a special responsibility under the law to keep the names, addresses, e-mail addresses and telephone numbers of all customers and prospective customers, as well as any other Personal Information relating to such customers and prospective customers private and confidential. Seagate Connections further agrees to restrict disclosure of such Personal Information to those Seagate Connections employees or subcontractors with a need to know and who are bound by the confidentiality provisions herein and shall not further disclose such information to any third party without the prior written consent of Client. Seagate Connections hereby agrees that it will maintain any Personal Information provided to it in accordance with all applicable privacy laws, and indemnify, defend, and hold harmless Client and its clients from any and all claims, direct damages and any other expenses, including attorneys’ fees, which are asserted against, incurred or suffered by Client and its clients as a result of Client and its clients Seagate Connections’ failure to comply with all applicable privacy laws or any third party gaining access to Personal Information stored by Seagate Connections. In addition, Seagate Connections agrees it will not knowingly access, copy or duplicate any Personal Information it may encounter unless required to do so in connection with the Services.  Any violation of this provision will constitute a material breach of this Agreement, which cannot be cured and will give Client the right to immediately terminate this Agreement.

C.   All Seagate Connections employees sign a Security Agreement upon hire.  Access to accounts containing sensitive information is restricted until an agent has completed advanced training covering issues such as HIPAA and credit card security.  Credit card security is also maintained by limiting the amount of saved information that can be viewed at a later date.  We record all calls and these recordings are used by management to insure quality and compliance, and can also be provided to our customers upon request. All recordings, and account information is saved in encrypted files located on a dedicated server.


7.  Disasters, Incidents, and Disaster Recovery Planning
In the event of a disaster, Seagate Connections shall follow established policies and protocol and use its commercially reasonable efforts to restore Services as promptly as possible. Seagate Connections has multiple remote locations for redundancy where calls can be routed to in the event of a disaster. Within 4 hours, will either restore Services in the locations where it is currently performing services or at remote locations where agents can answer the calls live with up-to-date data that is backed up daily.  Seagate Connections shall perform disaster recovery tests at least once a year at a mutually agreed time, share the results with Client and promptly take necessary steps to address any issues found during such steps.


8.  Indemnification 
A. Client agrees to indemnify, hold harmless, and defend Seagate Connections, its directors, officers, employees, successors, and assigns (collectively, the “Seagate Connections Parties”) from and against any and all demands, actions, claims, suits, proceedings, liabilities, losses, judgments, damages, penalties, fees (including reasonable attorneys’ fees), costs, and expenses (hereinafter collectively the “Claims”) against or suffered or incurred by Seagate Connections or any Seagate Connections Party arising from a third party claim that arise out of, or relate to, (i) a material and uncured breach by Client of the terms of this Agreement, (ii) any violation by Client of applicable advertising or privacy laws (including any violations resulting from information contained in the Scripts, FAQs or other documentation provided by Client to Seagate Connections for use in connection with the Services, (iii) Client’s manufacture, importing, promotion, distribution, marketing, sale, or provision of any Covered Product (other than any Claims resulting from Seagate Connections’s willful misconduct, recklessness or gross negligence), including (a) Client’s willful misconduct, recklessness, gross negligence, or negligence, (b) product liability, (c) any breach of a consumer or other warranty, including the warranties of merchantability and fitness for a particular purpose, (d) the dissemination or broadcast of a program, product, service or other property or information.

B. Seagate Connections agrees to indemnify, hold harmless and defend Client and their respective directors, officers, employees, successors and assigns (collectively, the “Client Parties”) from and against any and all Claims against or suffered or incurred by Client or any Client Party that arise out of, or relate to, (i) a material and uncured breach by Seagate Connections of the terms of this Agreement; (ii) any unlawful use of the information provided by Client to Seagate Connections in order for Seagate Connections to deliver its services under this Agreement; (iii) any violation by Seagate Connections of applicable advertising or privacy laws (except to the extent such violation is caused by information contained in the Scripts, FAQs or other documentation provided by Client to Seagate Connections for use in connection with the Services or is otherwise caused by Client), (iv) the misappropriation or infringement of any third party’s intellectual property rights by Seagate Connections’s software or telephone switching systems, or (v) any willful misconduct, recklessness, gross negligence or negligence by Seagate Connections.

C. The indemnified party will promptly notify the indemnifying party in writing of the commencement of any legal action or the assertion of any claim (collectively, an “Action”) relating to this Agreement (and in any event before the indemnifying party’s rights are prejudiced unless the indemnified party was unaware of such Action).  Upon receipt of such notice from the indemnified party the indemnifying party shall assume and control the defense of such Action with counsel of the indemnifying party’s choice, provided that (i) the counsel for the indemnifying party who shall conduct the defense of such Action shall be reasonably satisfactory to the indemnified party, (ii) the indemnified party may participate in such defense at such indemnified party’s expense.  The failure of an indemnified party to notify an indemnifying party promptly of the commencement of any such Action, if substantially prejudicial to the indemnifying party’s ability to defend such Action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8(C); provided, however, that such failure to notify the indemnifying party as described in this section shall only relieve the indemnifying party of its indemnification obligation only to the extent such delay prejudiced the indemnifying party’s ability to defend such Action and not as to any other obligation or liability of the indemnifying party to the indemnified party.  The indemnities set forth herein shall survive termination of this Agreement.


9.  Limitation
Client agrees that Seagate Connections shall have no liability for any loss of Service to Client, or for any loss, liability, injury, or harm or damage suffered by Client or any other person or entity, arising from (A) inaccuracies in information or materials that Client provides to Seagate Connections, (B) mechanical breakdown, or (C) conditions or circumstances occurring in telephone systems or networks that are beyond the control of Seagate Connections, except to the extent any such loss is caused by any willful misconduct, recklessness, gross negligence or negligence by Seagate Connections.  Seagate Connections agrees Client shall have no liability for any loss, liability, injury, or harm or damage suffered by Seagate Connections or any other person or entity, arising from (A) mechanical breakdown, or (B) conditions or circumstances that are beyond the control of Client, except to the extent any such loss is caused by any willful misconduct, recklessness, gross negligence or negligence by Client. 

Except with respect to each party’s indemnification obligations under section 9 and any liability of either party arising from a breach of its confidentiality obligations hereunder, including, without limitation liability arising from the disclosure of personal information, in no event shall either party be liable for incidental, exemplary, punitive, special or consequential damages of any kind of the loss of anticipated profits incurred or suffered by the other party arising from any breach of this agreement, even if advised of the possibility of such loss of damages and regardless of whether any remedy set forth herein fails of its essential purpose.  Except with respect to each party’s indemnification obligations under section 9 and any liability of either party arising from a breach of its confidentiality obligations hereunder, including, without limitation liability arising from the disclosure of personal information, neither party’s aggregate liability to the other party for all damages and losses arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise shall be limited to an amount equal to two (2) times the total amount paid to Seagate Connections during the twelve (12) month period proceeding the claim.


10.  Warranties 
Client recognizes and agrees that this Agreement is a service agreement and that, except as otherwise specifically provided in this Agreement; Seagate Connections is not making, and is not providing Client or any of its customers with, any warranties.  Without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, Seagate Connections disclaims all warranties; express or implied, including implied warranties of merchantability and fitness for a particular purpose.


11.  Termination 
The parties agree that the Term may be terminated: by either party, by written notice to the other party as provided in this Agreement, if the other party materially breaches this Agreement and fails to cure, or cannot cure, such breach within thirty (30) business days of the date of such notice; or by Client, without cause upon delivery of thirty (30) day prior written notice);

Except as otherwise stated in this Agreement, if the Term is terminated early due to Client’s uncured breach, Client shall nevertheless be responsible for and pay Seagate Connections any and all fees and expenses due and owing to Seagate Connections up to and including the termination of the Term. 

Upon termination or expiration, Seagate Connections will return to Client all End User data collected, Scripts, FAQs, all information and materials provided by CLIENT to Seagate Connections and any information or materials prepared by Seagate Connections and which are unique to the Services for the Covered Product, or at Client’s election, destroy such materials and provide Client with a certificate of destruction.

The provisions of Sections of 6, 8, 9 and 13 of this Agreement shall survive the termination of the Term.

 

12.  Definition of Terms 
(A) Covered Product. Any and all services Seagate Connections will supply Client including but not limited to live phone answering, outbound calling, email collection, email response, web chat monitoring, web chat response, hosted software creation, database creation, and any other services listed in any of the articles.

(B) Script. The wording agreed upon by both client and Seagate Connections for representatives to utilize during any interaction on Client’s behalf.

(C) Covered Service(s). Referring to but not limited to the services listed in the attached exhibits.

(D) Standard Scope. Services provided by Seagate Connections at a Seagate Connections or partner site including but not limited to the services described on attached Exhibits also including if not listed on such exhibits specifically, call taking, web chat monitoring & response, email monitoring and response, product received, product shipping.

(E) Billing Cycle means a 4-week billing cycle unless otherwise stated on an Exhibit hereto.


13.Miscellaneous
(A) Force Majeure.  The obligations of Seagate Connections and Client (other than the obligation of Client to make payment for any Services Seagate Connections renders to Client) will be delayed or suspended to the extent that due to circumstances beyond its reasonable control such party is unable to comply with such obligation in any way because of any of the following: failure of a carrier to provide adequate phone lines or services through no fault of the impacted party; telecommunication or other equipment or software failure or similar problems despite reasonable maintenance and proper use of such equipment; computer compatibility problems; power or satellite failures; strikes; slowdowns; lockouts; acts of war, terrorism, or sabotage; epidemic; government regulations superimposed after the fact; accidents, fires, or explosions; earthquakes, floods, tornadoes, hurricanes, storms, other natural disasters, delays in carriers, acts of God, and all other delays beyond such party’s reasonable control; provided that such party gives prompt written notice of such Force Majeure Event to the other party within five (5) business days.  The time for performance will be extended for a period equal to the duration of the Force Majeure Event, but in no case longer than thirty (30) days. 

(B) Headings.  The headings of Sections and Subsections contained in this Agreement are merely for convenience of reference and shall not affect the interpretation of any of the provisions of this Agreement.  This Agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against either party as an attribution of drafting to either party.  Whenever the context so requires, the singular shall include the plural and vice versa.  All words and phrases shall be construed as masculine, feminine or neuter gender, according to the context.

(C) Severability.  Whenever possible, each provision of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances.

(D) No Waiver.  Except as otherwise provided in this Agreement, (1) no delay on the part of either party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy, and (2) the waiver of any breach or condition of this Agreement by either party shall not constitute a precedent in the future enforcement of any of the terms and conditions of this Agreement.

(E) Entire Agreement. All discussions, correspondence, understandings, and agreements heretofore had or made between the parties prior to the Effective Date are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement between the parties relating to its subject matter, and the same is entered into with no party relying upon any statement or representation made by or on behalf of any party not embodied in this Agreement; provided, however, that any prior agreements between the parties to maintain the confidentiality of confidential information shall remain in full force and effect.  Any modification of this Agreement may be made only by a written agreement signed by both of the parties to this Agreement.

(F) Notices.  Except as otherwise provided in this Agreement, all notices and other communications under this Agreement shall be in writing and signed by the party giving notice, and shall be deemed to have been given when hand delivered by personal delivery, or by FedEx or similar courier service, or when transmitted by facsimile or email, or three (3) business days after being deposited in the United States mail, registered or certified mail, with postage prepaid, return receipt requested, addressed to the parties and contacts set forth at the outset of this Agreement, or to such other address as either party may designate for itself by notice given to the other party from time to time in accordance with the provisions of this Agreement; provided, however, that Client’s payment for Seagate Connections’s Services may be made by regular mail with postage prepaid.

(G) Governing Law.  This Agreement is being executed and delivered in the State of California, and the validity, construction, and enforceability of this Agreement shall be governed in all respects by the internal laws of the State of South Carolina, applicable to agreements made and to be performed entirely within the State of South Carolina, without regard to the conflicts of laws principles of the State of South Carolina, or any other state.  Each party further expressly waives any right to trial by jury in any action or proceeding to enforce or defend any rights under this agreement or any amendment, instrument, document or agreement which may be delivered in the future in connection with this agreement, and each party agrees that any such action or proceeding shall be tired before a court and not before a jury. 

(H) Enforcement.  If any payment due from Seagate Connections to Client shall remain unpaid for a period of at least ninety (90) days (a “Default”), upon Seagate Connections’s providing Client with ten (10) days written notice of Client’s Default, Seagate Connections shall be entitled to bring proceedings against Client to recover any and all amounts due and owing from Client to Seagate Connections.

(I) Good Standing.  Each party represents and warrants that it is duly organized and in good standing and that it is authorized to enter into this Agreement.  The person executing this Agreement on behalf of each party individually and personally represents and warrants that she/he is duly authorized to execute and deliver the same on behalf of such party and that this Agreement is binding upon such part. 

(J)  Counterparts.  This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which, when taken together, shall constitute but one and the same instrument.  The signature of any party on this Agreement transmitted by fax machine or email shall be considered in all manner and respects as an original document.