Terms

 

These Terms and Conditions (this “Agreement”) govern the business relationship between PORT1, Inc. (“PORT1,” “we,” “us,” or “our”) and you, so please read this document carefully and keep a copy for your records.

Scope

In this Agreement, references to “Client,” “you,” or “your” mean the entity that has accepted a quote, proposal, service order, order form, statement of work, partner agreement, Tenant Request, or similar document from PORT1, whether electronic or otherwise (each, an “Order”). If we have an ongoing business relationship with you, “Order” will also include confirmatory communications, including those sent by email or similar written communication, in which we describe or summarize services, products, licenses, or subscriptions that we are providing, facilitating, or that you have ordered or purchased from us.

This document contains an arbitration provision that requires, under most circumstances, disputes to be settled by arbitration and not by a judge or jury. Please read the “Arbitration” section carefully. This document also contains important provisions regarding payment obligations, pricing changes, limitations of liability, and other significant matters.

This document limits or, in some cases, eliminates the liability of PORT1 for services that it does not provide directly and/or that are provided by third parties. Please read this document carefully before accepting an Order.

Applicability

The scope of our services will be as described in the applicable Order and/or as otherwise requested by you and accepted by us from time to time (collectively, the “Services”). All other services, projects, and related matters are out of scope unless we expressly agree otherwise in writing (“Out of Scope Services”).

The provisions of an Order govern over conflicting or materially different terms contained in this Agreement.

Agreement Updates

Each Order will be governed under the version of this Agreement in place on the date that you accept the Order. We may update this Agreement from time to time. Unless otherwise expressly stated, updated versions of this Agreement may apply to your ongoing relationship with us and to future Orders after the effective date of such update. If we make a material change to this Agreement, we will use commercially reasonable efforts to provide advance written notice. If you do not agree to a material update, you may terminate your relationship with us or the affected Services by providing written notice before the effective date of the update. Your continued acceptance or use of the Services after the effective date of the update will constitute acceptance of the revised Agreement.

Third Party Providers / Services

Some services may be provided directly by our personnel. Other services, licenses, subscriptions, or software may be provided by third-party licensors, vendors, publishers, distributors, or service providers (“Third Party Providers”), and those offerings are referred to herein as “Third Party Services.”

We are resellers, facilitators, and/or intermediaries for Third Party Services and do not provide those Third Party Services directly. For that reason, we are not and cannot be responsible for any defect, act, omission, failure, interruption, unavailability, or other issue arising from any Third Party Service or any Third Party Provider. Third Party Services are provided on an “as is” basis only. If an issue arises with a Third Party Service, we will use commercially reasonable efforts to escalate and pursue a reasonable workaround or temporary fix if available, but we do not warrant or guarantee that any workaround or fix will be available, that escalation will produce a particular result, or that any Third Party Service will run uninterrupted or error-free. If, despite our commercially reasonable escalation efforts, the issue remains unresolved and materially impairs the affected Service, you may terminate the affected Order or affected Service on written notice, without penalty other than Fees accrued through the effective termination date and any approved, non-mitigatable pass-through costs already incurred.

Channel Relationship; Client Protection

PORT1 operates through a channel-only model for the covered Solutions. PORT1’s intent is to support its channel partners, not to compete with them for covered Solutions. With respect to clients introduced to PORT1 by a Partner in connection with covered Solutions, PORT1 will not knowingly and intentionally bypass that Partner to directly market or resell those covered Solutions to such introduced clients. For purposes of this section, an “Introduced Client” means a client or prospect that is documented to PORT1 in writing by Partner at the time of introduction or opportunity registration.

Notwithstanding the foregoing, PORT1 will not be deemed in breach of this provision due to actions taken independently by a Third Party Provider or Solution Vendor, or where PORT1 reasonably does not know that the applicable end client is associated with a current Partner, or where an end client declines to work with the original Partner, requests reassignment, or where PORT1 reasonably determines that reassignment to another partner is necessary to serve the end client’s interests, protect service continuity, address abandonment, misconduct, legal or compliance concerns, or otherwise protect the end client relationship. PORT1 may, in its discretion, assign new inbound opportunities to one or more partners. PORT1 will not initiate discussions with an Introduced Client for the purpose of moving that Introduced Client away from its Partner of record for a covered Solution.

Implementation

Prioritization

All Services will be implemented and/or facilitated in a scheduled and prioritized manner as we determine reasonable and necessary. Exact commencement or start dates may vary depending on the Services and the extent to which prerequisites, transition, or onboarding activities must be completed.

Third Party Support

In some cases, resolution of an issue may require the involvement of a Third Party Provider or the purchase of additional products or services, which may result in additional costs (“Third Party Costs”). We will provide a written estimate of anticipated Third Party Costs for your approval before proceeding, unless immediate action is reasonably required to protect the security, integrity, or continuity of the Services.

We do not warrant or guarantee that the involvement of a Third Party Provider or the payment of Third Party Costs will resolve any specific issue. All Solution-related communications, including support, must be directed through us. You may not contact any Third Party Provider directly regarding Services sourced through us unless we expressly authorize it in writing. We may, in our discretion, facilitate communications with a Third Party Provider or involve Third Party Provider personnel where appropriate.

Authorized Contacts

We may rely on any directions or consent provided by your personnel or representatives who you designate to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified, then your Authorized Contact will be the person who accepted the applicable Order and/or who is generally designated by you during our relationship to provide direction or guidance.

We may rely on directions from your Authorized Contact until we are affirmatively made aware of a change. If your change is provided to us in writing, the change will be implemented within two (2) business days after the first business day on which we receive your notice. If your change notice is provided to us in person or by live telephone call, the change will be implemented on the same business day. Do not use a ticketing system or voicemail to notify us of a change of Authorized Contact.

Access

You grant to us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the applicable environment solely as necessary to provide or facilitate the Services. With respect to your customer environments, this access will only occur at the explicit direction of an Authorized Contact from you.

It is your responsibility, at your own cost and prior to commencement of Services, to secure any rights of entry, licenses, permits, or permissions necessary for PORT1 or applicable Third Party Providers to provide or facilitate the Services.

Ongoing Requirements

Everything in the applicable environment must be genuine and properly licensed, including all hardware, software, and related systems. If we request proof of authenticity or licensing, you must provide it. If we require certain minimum hardware or software requirements, you agree to implement and maintain those requirements as an ongoing condition of our provision of Services.

Response

Our response to issues relating to the Services will be handled in accordance with the applicable Order. We will not be responsible for delays in our response or provision of Services during:

• onboarding or offboarding periods to the extent reasonably necessary for transition-related activities,
• client-side downtime,
• vendor-side downtime,
• periods in which we suspend Services to protect the security or integrity of the environment, our equipment, or our network, or
• force majeure events.

For clarity, onboarding or offboarding periods do not extend billing by themselves and do not excuse unreasonable delay by PORT1. However, delays caused by your acts or omissions, your personnel, your contractors, your downstream client, lack of access, missing information, lack of approvals, or Third Party Provider issues will not be deemed unreasonable delay by PORT1.

Client-Side Downtime

We will not be responsible for delays or deficiencies in the provision of, or access to, the Services to the extent caused by your acts or omissions, your contractors, your co-managed providers, your downstream clients, or your failure to provide needed information, approvals, access, or cooperation.

Vendor-Side Downtime

We will not be responsible for delays, deficiencies, costs, or expenses caused by Third Party Providers, licensors, or upstream vendors.

Transition Exception

You acknowledge and agree that onboarding and offboarding activities may involve unanticipated delays or temporary disruptions. Any previously stated response commitments will not apply to the extent reasonably impacted by those transition activities. For clarity, this Transition Exception does not extend billing by itself and does not excuse unreasonable delay by PORT1.

Fees; Payment

Fees

You agree to pay the fees, costs, and expenses charged by us for the Services in accordance with the applicable Order, invoice, and this Agreement (“Fees”). You are responsible for applicable sales, use, value-added, and similar transaction taxes, excluding taxes based on PORT1’s net income.

Reconciliation

Where Fees are billed based on usage of a product, service, license, or software, your usage may be monitored and calculated on a daily basis and billed at or near the end of the applicable calendar month in which such Fees accrued.

Payment Methods

Unless we agree otherwise, payment must be made by ACH, credit card, or another payment method we approve. ACH is preferred. As of the effective date of this Agreement, we do not charge a separate credit card processing fee. However, we reserve the right to impose a credit card processing fee in the future upon prior written notice. Failure to provide proper payment information may result in suspension of Services. If enrolled in ACH, you authorize us to electronically debit your designated account for payments due under the applicable Order.

Nonpayment

Fees that remain unpaid for more than thirty (30) days when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend part or all of the Services if any portion of undisputed Fees is not timely paid. Recurring charges may continue to accrue during any period of suspension to the extent those charges continue to be incurred by us.

Notice of disputes related to Fees must be received by us within sixty (60) days after the applicable invoice date, otherwise you waive your right to dispute the Fee thereafter.

Increases

We reserve the right to increase our recurring fees upon at least thirty (30) days’ prior written notice. No fee increase will apply retroactively to already-incurred usage or already-issued invoices. If you do not agree to a fee increase imposed by us, you may terminate the affected Services by written notice before the fee increase takes effect, and you will remain responsible for all Fees accrued through the termination date and all approved, non-mitigatable expenses incurred through that date.

Pass Through Increases

We reserve the right to pass through to you any incremental increases in the costs and/or fees that we incur on your behalf or that are required to maintain any Service-related Third Party Services or third-party licenses (“Pass Through Increases”). Because we do not control these fees or costs, we may not be able to predict whether such increases will occur. If they do occur, we will endeavor to provide as much advance notice as reasonably possible.

Billing Transparency

For usage-based Services, we will provide invoice detail reflecting the applicable SKU, license, quantity, usage metric, or similar billing basis reasonably sufficient to support the invoice. Any dispute relating to Fees must still be submitted within the time period required by this Agreement.

Limited Warranties; Limitations of Liability

This section limits the liabilities arising from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that PORT1 would not provide any Services, or enter into any Order or this Agreement, unless PORT1 could rely on the limitations described in this section.

In no event will either Party be liable for any indirect, special, exemplary, consequential, or punitive damages, including lost revenue, loss of profits (except for Fees due and owing to PORT1), savings, or other indirect or contingent economic loss arising out of or in connection with the Services, this Agreement, any Order, or for any damages caused by any delay in furnishing Services, even if advised of the possibility of such damages. However, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party, your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation.

Except for the foregoing exceptions, a responsible Party’s aggregate liability to the other Party for damages from any and all claims or causes whatsoever, and regardless of the form of any such action, whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the aggrieved Party’s actual and direct damages, not to exceed:

• the amount of fees paid by you to PORT1 for the specific Service upon which the applicable claim is based during the six (6) month period immediately prior to the date on which the cause of action accrued, or
• up to $10,000, or
• the amounts actually paid out under a responsible Party’s insurance policy,

whichever is greater.

The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose. However, the limitations shall not apply to the extent prohibited under applicable law, or to the extent that the claims are caused by a responsible Party’s willful or intentional misconduct, or gross negligence.

Under no circumstances shall PORT1 have any liability for any claims or causes of action arising from or related to Out of Scope Services that we have not expressly agreed in writing to perform. If PORT1 expressly agrees in writing to perform work that would otherwise be Out of Scope Services, then such agreed work will be treated as in-scope solely for purposes of liability, subject to the other terms and limitations of this Agreement.

Indemnification

You agree to indemnify us and hold us harmless from and against all fees, costs, and expenses, including reasonable attorneys’ fees, expert witness costs, and discovery-related costs, that we incur as a result of:

• your failure to comply with applicable law,
• your failure to follow our service-related or license-related instructions,
• our being required to participate as a witness or party in any legal action, arbitration, or mediation arising from your business disputes, internal or otherwise, or
• any third-party audits, claims, or proceedings necessitated by your acts, omissions, or business-related needs.

In addition, each Party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other Party (an “Indemnified Party”) harmless from and against all losses, damages, costs, expenses, or liabilities, including reasonable attorneys’ fees, that arise from or are related to the Indemnifying Party’s breach of this Agreement.

The Indemnified Party will have the right, but not the obligation, to control the intake, defense, and disposition of any claim or cause of action for which indemnity may be sought. The Indemnifying Party may have counsel of its choosing participate in the defense, at its sole cost, but the Indemnified Party’s counsel shall be the ultimate determiner of strategy and defense of the claim. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld.

Term; Termination

This Agreement

This Agreement applies to all Services and is effective as of the earlier of the date on which we provide or facilitate a Service to you or the date on which you accept an Order. This Agreement will remain in effect until terminated in accordance with its terms.

Termination Without Cause

Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party, unless otherwise expressly stated in an applicable Order.

Termination For Cause

In the event that one Party commits a material breach of this Agreement or an applicable Order, the non-breaching Party may terminate the affected Services or this Agreement for cause if:

• the non-breaching Party provides written notice describing the breach, and
• the breaching Party fails to cure within twenty (20) days after receipt of such notice, except that nonpayment may be subject to a ten (10) day cure period.

Client Activity as a Basis for Termination

If you or your personnel, contractors, or representatives engage in unacceptable conduct that renders it impracticable, imprudent, or unreasonable for us to provide or facilitate the Services, and such conduct does not cease after notice, we may terminate this Agreement or the applicable Order for cause upon ten (10) days’ prior written notice.

Consent

The Parties may mutually agree in writing to terminate this Agreement or any Order at any time.

Auto-Renewal

Unless otherwise expressly stated in an applicable Order, the term of any recurring managed Service invoiced on a recurring basis will automatically renew for successive terms equal to the initial term unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Transition of End Clients / Solutions

Upon termination or expiration of this Agreement or any affected Services, PORT1 may, but is not obligated to, cooperate in good faith on a limited transition of affected Solutions for a commercially reasonable period, provided you remain current on undisputed amounts due and continue to cooperate reasonably. You remain responsible for your downstream client relationships unless and until those relationships are transitioned.

PORT1 will have no obligation to continue supporting or facilitating Solutions after termination except as expressly agreed in writing. If PORT1 reasonably determines that reassignment of an affected end client or opportunity to another partner is necessary to preserve service continuity, address abandonment, nonpayment, misconduct, legal or compliance concerns, or otherwise protect the end client’s interests, PORT1 may do so in its discretion. Such reassignment authority exists solely to maintain continuity and protect the end client relationship, and will not be used by PORT1 to initiate solicitation of an Introduced Client away from its Partner of record.

Confidentiality

Defined

“Confidential Information” means all non-public information provided by one Party (“Discloser”) to the other Party (“Recipient”), including customer-related data, customer lists, internal documents, internal communications, proprietary reports, methodologies, and related information.

Confidential Information does not include information that:

• becomes part of the public domain through no act or omission of the Recipient,
• was developed independently by the Recipient, or
• was lawfully provided to the Recipient by a third party not under a duty of confidentiality.

Use

The Recipient will keep the Confidential Information fully confidential and will not use or disclose it to any third party except:

• as expressly authorized in writing by the Discloser,
• as needed to fulfill its obligations under this Agreement, or
• as required by law, rule, or regulation.

Due Care

The Recipient will exercise at least a commercially reasonable degree of care with respect to the Confidential Information.

Compelled Disclosure

If a Recipient is legally compelled to disclose Confidential Information, and is not prohibited by law from doing so, the Recipient will promptly notify the Discloser so that the Discloser may seek a protective order or other remedy.

Additional NDA

If the Parties enter into an additional NDA for the protection of third-party Confidential Information, the terms that protect confidentiality most stringently shall govern the relevant information.

Survival

These confidentiality obligations will survive for five (5) years after termination or expiration of this Agreement, except with respect to trade secrets, which will remain protected for so long as they remain trade secrets under applicable law.

Protected Health Information / BAA

PORT1 does not provide Services as a business associate and does not enter into business associate agreements as part of its standard relationship with partners or clients. To the extent a downstream client requires a business associate agreement in connection with a Third Party Service, such agreement should be entered into directly between the MSP / MSSP and the applicable Third Party Provider, unless PORT1 expressly agrees otherwise in a separate written agreement signed by PORT1.

You are solely responsible for how you configure your environments, what data is present in those environments, and what access you choose to provide to PORT1 in connection with support, implementation, troubleshooting, or related activities. You agree that you will not provide PORT1 access to protected health information or other regulated data unless you have determined that such access is appropriate and legally permitted, and unless you have configured the relevant environment, support method, or support session to avoid unnecessary exposure of such data. For example, you may choose to provide support through screen sharing, redacted views, de-identified data, limited administrative access, or other controlled methods.

You acknowledge and agree that PORT1 does not have inherent access to your downstream client data or environments and that any access provided to PORT1 is directed and controlled by you. You are responsible for determining whether and how PORT1 is granted access, and for ensuring that any such access aligns with your legal, regulatory, and contractual obligations.

Ownership

Each Party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned by such Party, and nothing in this Agreement or any Order conveys or grants any ownership rights or goodwill in one Party’s intellectual property to the other Party.

If we provide licenses to you for third-party software, such software is licensed, not sold, and your use is subject to:

• this Agreement,
• the applicable Order,
• written directions supplied by us, and
• any applicable end user agreement.

Arbitration

Except for collections actions to recover fees due to us or amounts qualifying for small claims court jurisdiction, all disputes, claims, or controversies arising from or related to this Agreement shall be settled by arbitration before one arbitrator.

The arbitration shall be administered by the American Arbitration Association under its commercial arbitration rules. The arbitrator will be experienced in commercial contracts and information technology transactions. If the Parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the AAA shall select the arbitrator.

The arbitration shall take place in Delaware unless we agree to a different venue. The prevailing Party shall be entitled to an award of its reasonable attorneys’ fees and costs.

Terms Applicable to Resale of Licenses

If an Order includes the resale of third-party licenses, then in addition to the terms of this Agreement and the applicable Order, the following terms apply:

Single User License

Each third-party software license permits a single licensee to access and use the software in a single session unless expressly permitted otherwise by the applicable license.

License Enforcement

The licensor reserves the right to monitor each licensee’s use of a license and may suspend access if it reasonably believes the software is being used in violation of its applicable end user agreement.

EULA

Each licensee shall be required to accept and comply with the licensor’s applicable end user license agreement.

No Subsequent Resale of Software

Software licenses purchased through an Order may be resold by you solely in the intended transaction to your direct downstream client as expressly permitted by the applicable Order and vendor program rules. No additional downstream resale, reassignment, transfer, sublicensing, or other disposition of such software, licenses, or subscriptions is permitted unless expressly authorized in writing by the applicable licensor and, where applicable, by PORT1.

No Infringement

No licensee shall engage in any activity that violates, or is likely to violate, the licensor’s intellectual property rights or the intellectual property or privacy rights of any third party.

Miscellaneous

End User Agreements

Some Services or third-party solutions may require acceptance of one or more end user license agreements, third-party customer agreements, or subscription agreements (“End User Agreements”). If acceptance of an End User Agreement is required, we will provide it for your review and written approval prior to acceptance. We will not accept any End User Agreement on your behalf without your prior written consent.

Devices

You represent and warrant that, with approval from your Authorized Contact, we are authorized to access all relevant devices connected to the applicable environment.

Compliance; No Legal Advice

Unless otherwise expressly stated in an Order, the Services are not intended, and will not be used, to bring you into full regulatory compliance. The Services may aid your efforts, but they are not legal advice or a compliance solution. You are responsible for obtaining your own legal advice regarding your regulatory, industry, and statutory obligations.

Disclosure

You represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services or require us to register with or report to any government or regulatory authority solely because of our provision of the Services.

No Fiduciary

The scope of our relationship with you is limited to the specific Services provided. No fiduciary or similar relationship exists or will exist between us.

Virtual Security

You understand and agree that no security solution is one hundred percent effective. We do not warrant that any security-related Service, product, or solution will detect, avoid, quarantine, or remove all malicious code or that any impacted data will be recoverable. You are strongly advised to educate your personnel and obtain appropriate cyber insurance.

No Poaching

During the term of this Agreement and for one (1) year after its termination, neither Party will directly solicit for employment or hire any employee of the other Party with whom it had material contact through the relationship created by this Agreement. This restriction does not apply to general advertisements, general recruiting campaigns not specifically targeted at the other Party’s personnel, or unsolicited applications.

If a Party willfully and deliberately breaches this section and does not promptly cure after written notice where cure is possible, the breaching Party shall pay the non-breaching Party liquidated damages of fifty thousand dollars ($50,000) for each such willful breach. The Parties acknowledge that actual damages for deliberate poaching would be difficult to calculate and that this amount is intended as a reasonable estimate of damages and not as a penalty. A material breach of this section may also constitute grounds for termination for cause.

Collections

If we are required to pursue collections to recover undisputed Fees, we will be entitled to recover all reasonable costs and fees incurred in the collections process, including reasonable attorneys’ fees and costs.

Assignment

Neither this Agreement nor any Order may be assigned or transferred without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign its rights and obligations to a successor in connection with a merger, consolidation, sale of substantially all assets, or other transaction involving a change in control, provided the assignee expressly assumes the assignor’s obligations in writing.

For clarity, reassignment of an affected downstream account, opportunity, or Partner of record by PORT1 in the limited circumstances expressly described in this Agreement for continuity, compliance, or protection of the end client relationship will not be deemed an assignment or transfer prohibited by this section.

Amendment

This Agreement and any Order may be amended only by a written document, including email or similar electronic communication, that specifically refers to this Agreement or the applicable Order and is affirmatively accepted in writing by the other Party.

Time Limitations

Unless otherwise prohibited by law, any action for any matter arising out of or related to any Service, except for nonpayment issues, must be commenced within six (6) months after the cause of action accrues or the action is forever barred.

Severability

If any provision of this Agreement or any Order is declared invalid or unenforceable, that provision will be interpreted and enforced as nearly as possible to reflect its original intent while complying with applicable law, and the remaining provisions will remain in full force and effect.

Other Terms

We will not be bound by any terms printed on any purchase order, invoice, memorandum, or other written communication supplied by you unless we expressly and specifically accept such terms in writing.

No Waiver

The failure of either Party to enforce any term or condition of this Agreement will not constitute a waiver of that term or any other term.

Merger

This Agreement together with the applicable Order sets forth the entire understanding of the Parties and supersedes all prior agreements, arrangements, or understandings related to the Services. Marketing materials and promotional information on our website are illustrative only and do not create additional duties, service levels, or guarantees.

Force Majeure

Neither Party will be liable for delays or failures to perform due to circumstances beyond its reasonable control, including governmental acts, natural disasters, acts of terrorism, labor disputes, power failures, communications outages, transportation delays, cyberwarfare, cyberterrorism, hacking, malware, or acts of God.

Survival

The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive.

Governing Law; Venue

This Agreement will be governed by and construed according to the laws of the State of Delaware. You irrevocably consent to the exclusive jurisdiction and venue of Delaware for all non-arbitrable claims and causes of action arising from or related to this Agreement.

No Third Party Beneficiaries

The Parties have entered into this Agreement solely for their own benefit. No third party may rely upon or enforce this Agreement.

Usage in Trade

No usage of trade or regular practice or method of dealing between the Parties will be used to modify, interpret, or supplement the terms of this Agreement.

Notices; Writing Requirement

Where notice is required to be provided under this Agreement, such notice may be sent by postal mail, overnight courier, or email. Notice will be deemed delivered three (3) business days after mailing, one (1) business day after overnight courier delivery, or one (1) day after delivery by email.

For material updates to this Agreement, notice by email to the last known business email address of the applicable recipient will be sufficient.

All electronic documents and communications between the Parties, including email, will satisfy any writing requirement under this Agreement.

Independent Contractor

PORT1 is an independent contractor and is not your employer, employee, partner, or affiliate. Nothing in this Agreement creates a partnership, joint venture, agency relationship, or authority for either Party to bind the other.

Contractors

If we use contractors to provide onsite services, we will guarantee that work as if we performed it ourselves. For clarity, Third Party Services are resold to you and are not contracted or subcontracted services, and Third Party Providers are not our contractors or subcontractors.

Data & Service Access

Some Services may be provided by persons outside of the United States and/or your data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify these standard service provisions, in which case additional costs may apply.

Counterparts

The Parties may sign, accept, and/or deliver any Order, this Agreement, or any amendment in counterparts and electronically, including by digital signature or electronic reproduction of a handwritten signature, and each will be deemed an original.