MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (this “Master Service Agreement”) states the terms and conditions that govern the relationship between Wursta Technology of Canada Inc., a British Columbia corporation (“Company”) and customers engaging Company’s services through the execution of one or more Statements of Work (“You” or “Your”).  You and Company are hereinafter referred to collectively as the “Parties” and each individually as a “Party”.

A.            Company is engaged in the business of providing a full range of technology consulting services and reseller services; and

B.             You desire to retain Company to perform technology services and functions.

In consideration of the mutual covenants and conditions here, and intending to be legally bound, each Party agrees as follows:

1.              DEFINITIONS.

In addition to the capitalized terms defined throughout the Agreement, the following terms will have the respective meanings assigned to them below.  Singular and plural forms will have the corresponding meanings.

1.1           “Agreement” means this Master Service Agreement along with any SOWs, Order Forms, corresponding schedules, exhibits or Change Orders.

1.2           “Confidential Information” means any non-public, sensitive, secret or proprietary information of commercial value that is disclosed (whether directly or indirectly) by one Party to the other during the Term (regardless of the manner of disclosure) which relates to the disclosing Party’s business (including data, business plans, employee information, private employee communications, customer information, marketing plans, etc.), technology (including algorithms, technical data, product plans, research plans, software, etc.), products, services, trade secrets, manuals, guides, instructions, code, “know-how,” formulas, processes, ideas, procedures, work product, presentations, intellectual property and inventions (whether or not patentable) that is expressly identified as confidential by the disclosing Party or should be reasonably understood by the receiving Party as the non-public, secret, sensitive, or proprietary information of the disclosing Party.

1.3           “Deliverables” means any item created for and delivered to You as final deliverables by Company under the Agreement.

1.4           “Products” means third-party products, services or software licenses resold by Company, including software as a service.

1.5           “Protected Materials” means any intellectual property, “know-how,” techniques, processes, trade secrets, works, inventions, improvements, manuals and systems, whether or not patentable or copyrightable, including all material and information and data relating thereto, and other confidential and proprietary work product (including presentations, instructions, objects, applications, algorithms, scripts, code, software, files and concepts) and all rights in all of the foregoing.

1.6           “Order Form” means order forms for the purchase of Products.

1.7           “Services” means any service performed by Company for You under the Agreement, including, without limitation, technical services and support services for Products.

1.8           “SOW” means statement of work separately executed from time-to-time by the Parties that references this Master Service Agreement and specifies any Deliverables or Services for a particular project along with other details (such as fees and time table).

1.9           “Third Party Provider” means the third-party supplier, wholesaler, manufacturer or developer of Products.

1.10         “Term” has the meaning assigned to it in Section 5.1.

2.              SERVICES.

2.1           Agreement Structure.  By accepting this Master Service Agreement, the Parties enter into a set of provisions that will be incorporated into any contemporaneous or future SOWs, Order Forms or Change Orders for Products, Services or Deliverables.

2.2           Services and Deliverables.  Company agrees to perform Services and deliver Deliverables to You, and You agree to pay Company for such Deliverables and Services at the rates and on the terms and conditions set forth in the Agreement.

2.3           Change Orders.  Once a SOW or Order Form is signed, any requests for additional Services or modifications must be in writing in a “Change Order” that details the modifications and fees and is accepted and executed by both Parties to be effective.  By requesting a Change Order, You agree (i) that Company may not be able to proceed on an affected SOW or Order Form until the Change Order is finalized, (ii) to grant reasonable extensions of deadlines on affected SOWs and Order Forms and (iii) to pay any extra charges and fees as set forth in the agreed Change Order.

2.4           Delivery Date.  Company will use commercially reasonable efforts to complete and deliver the applicable Products, Services or Deliverables under a SOW or Order Form pursuant to the applicable timeline.  In addition, You acknowledge that the delivery date may be delayed due to (i) Your actions (including requests for a Change Order), inaction (including failure to provide access or necessary resources or failure to timely pay invoices) or negligence; or (ii) causes beyond Company’s reasonable control such as third-party delays or third-party software issues.

2.5           Third Party Terms and Conditions.  If You purchase Products through the Company, You agree that You will be required to accept and agree to be bound by the terms and conditions of the Third-Party Provider (including the contractual duration) as set forth in the applicable agreement, SOW or Order Form.  

2.5.1           Google Rider.  If You are purchasing or purchase during the Term Google Workspace, You agree to the terms and conditions set forth in Schedule A (“Google Workspace Rider”).

2.5.2           Google Cloud Platform.  If You are purchasing or purchase during the Term Google Cloud Services identified here https://cloud.google.com/terms/services (including any associated APIs), You agree to the terms and conditions set forth in Schedule B (“GCP Rider”).  

2.6           Compliance with Laws.  Company and You will materially comply with all applicable laws, regulations and rules during the performance of this Agreement.

3.              PAYMENTS.

3.1           Payment.  In exchange for Services, Deliverables or Products, You will compensate Company pursuant to the terms of the Agreement.  If You fail to make a payment in full by the applicable due date, in addition to other remedies (including those under Section 3.4 and the non-transfer of any interest/license pursuant to Section 4.2), Company may:  (1) terminate any outstanding SOWs or Order Forms, (2) cease work or withhold any Services or Deliverables, or (3) bring legal action.  In addition, if You fail to make payment for subscribed products, like Products, Company may terminate such subscription after providing written notice 10 days prior to termination.  You agree to pay all fees, applicable taxes, expenses and costs of collection for late, partial or non-payment, including reasonable legal fees, costs and expenses without set-off or deduction.

3.2           Taxes.  You will pay any applicable sales or service tax on the Products, Services, Deliverables, or products related thereto (including licenses).  You acknowledge that withholding laws vary by jurisdiction and that You may be liable for such taxes even if Company does not withhold or fails to withhold.  If Company is withholding such taxes pursuant to applicable laws, it will be designated in Your invoice.

3.3           Invoice.  Except as otherwise set forth in the applicable SOW or Order From, You will pay each invoice within thirty (30) calendar days of receipt without setoff, counterclaim, recourse or other defense.

3.4           Late Payment.  In addition to other remedies, You will pay interest on all overdue amounts at a rate of 12% per annum, plus any collection costs, fees and expenses pursuant to Section 3.1 on all amounts owed that are not paid when due.

3.5           Expenses.  You will directly pay or reimburse Company within thirty (30) business days of any invoice for any third-party expenses or charges reasonably incurred by Company in providing Services or Deliverables pursuant to the Agreement.  Company will keep You informed of such expenses and seek pre-approvals when appropriate.  Such expenses or charges will be invoiced pursuant to Section 3.3.  Company will provide You with an itemized list of expenses.

3.6           Estimates.  While Company aims to provide accurate estimates, You acknowledge that foreseeable and unforeseeable issues may arise that may affect an estimate.  You also acknowledge that any deviations from the original SOW or discovery information that the estimate was based on may affect the estimate.

3.7           Reseller Payments.  Company will pass payments to the Third-Party Provider for Products purchased by You in accordance with the agreement between Company and the applicable Third-Party Provider, provided that Company is not obliged to make payments to a Third-Party Provider if you fail to make payment when due.

4.              INTELLECTUAL PROPERTY AND MATERIALS.

4.1           Interest to You Upon Payment.  Upon full payment of fees and expenses under the applicable SOW, and subject to the terms of the Agreement (including Section 4.5) and except as otherwise stated in this Section 4.1, Company automatically assigns and hereby assigns to You its ownership interest in all Deliverables delivered to You pursuant to such SOW.  Nothing in the Agreement assigns to You any interest in (i) Company Background Materials (defined in Section 4.2); (ii) Third-Party Materials (defined in Section 4.3) and Products; (iii) ideas, concepts, strategies, procedures or processes; (iv) non-final work products (including drafts) that does not include any of Your Confidential Information; or (v) any work product (including code) that does not include Your Confidential Information (Sections 4.1(iv) and (v) defined as “General Work Product”).  Company hereby grants You a paid up, royalty-free, non-transferrable, non-sublicensable, non-exclusive and worldwide license to use General Work Product to the extent necessary to use the Deliverables or Services provided pursuant to the terms of the Agreement, provided that You are and remain in material compliance with the Agreement (including all payment terms).

4.2           Company Background Materials and License.  Company owns certain Protected Materials that may be used in the course of performance of Deliverables and Services (“Company Background Materials”).  If any Company Background Material is provided with a Deliverable or Service, Company hereby grants You a paid up, royalty-free, non-transferrable, non- sublicensable, non-exclusive and worldwide license to use such Company Background Material to the extent necessary to run or operate the Deliverables or Services pursuant to the terms of the Agreement, provided that You are and remain in material compliance with the Agreement (including all payment terms).  Company retains all rights, titles and interests in and to the Company Background Materials.  You will not copy, sell, transfer, lease, license, assign, share, distribute, modify, alter, reverse engineer, decompile, disassemble, create derivative works from or use any Company Background Materials except as expressly provided in the Agreement or with Company’s prior written consent.

4.3           Third-Party Materials.  You acknowledge that Company may use third-party services or products to perform a SOW.  Such products or services may include software (including open source software), applications (including Google applications) or other copyrighted or patented work that Company deems necessary or desirable to purchase or utilize on behalf of You in the performance of a SOW (“Third-Party Materials”).  You further acknowledge that any Third-Party Material used to complete a SOW is owned by Company or such third parties, cannot be transferred to You, and is not transferred or licensed to You.  Further, You acknowledge that You may be bound by the terms and conditions imposed by third parties for such Third-Party Materials.  Finally, You acknowledge and agree that any Third-Party Material that is owned or purchased by Company may be used for other Company clients.

4.4           License To Materials You Provide.  You hereby grant to Company a royalty-free, paid-up, worldwide, non-exclusive license during the Term to use materials You provide to Company for the sole purpose of fulfilling its obligations under the Agreement (“Your Materials”).

4.5           Further Actions. Each Party agrees to within 15 days execute any and all documents and do any and all further acts as may be reasonably requested by the other Party to carry out the intent and purpose of this Article 4.

4.6           Licenses to Products.  Upon purchase of and payment for Products, You will receive applicable licenses to such Products in accordance with your agreement with such Third-Party Provider.

4.7           Feedback.  If You provide feedback or suggestions about Products, Services or Deliverables to the Company, Company may use or disclose (i.e., to the manufacturer or developer) that information without obligation to You, and You hereby irrevocably assign to Company all right, title, and interest in the feedback or suggestions.

5.              TERM AND TERMINATION.

5.1           Term.  This Master Service Agreement is effective as of the date you sign an SOW (the “Effective Date”) and continues in effect until terminated as provided in this Master Service Agreement (“Term”).  Each SOW will be effective as of the date of its execution by both Parties and continues in effect until the earlier of (i) the date that all Services and Deliverables under the SOW have been completed and paid for, (ii) the expiry date set out in the SOW; or (iii) the date that either the SOW or this Master Service Agreement is terminated as provided in the Agreement.  Each Order Form is effective until full payment is received and all Products are delivered.

5.2           Termination for Cause.  Either Party may terminate a SOW or this Master Service Agreement at any time upon thirty (30) calendar days written notice to the other Party if the other Party is in material breach of the Agreement and fails to remedy such breach within the thirty (30) calendar day notice period (a ten (10) calendar day notice period will apply in the event of a late, partial or non-payment).

5.3           Termination without Cause.  Subject to Section 5.4, the Parties may terminate any SOWs or this Master Service Agreement at any time through written mutual consent.  Either Party may terminate this Master Service Agreement or any SOW at any time for its convenience, without liability, upon at least sixty (60) calendar days prior written notice.

5.4           Product Purchase Obligations.  This Master Services Agreement cannot be terminated by You if Company is in material compliance with the applicable Order Form and this Master Services Agreement and payments or obligations remain outstanding for Products procured on Your behalf through Company’s reseller services, including without limitation, termed G Suite and GCP purchases.  Order Form for Products are non-refundable and non-terminable unless the Third-Party Provider allows for refunds or termination.

5.5           Auto-renewal.  Unless provided otherwise in Your Order Form, such licenses for Products will auto renew unless either Party provides written notification of non-renewal 30 days prior to the renewal date.

5.6           Insolvency.  Either Party may terminate the Agreement upon written notice to the other Party at any time, to the extent permitted by applicable law, if the other Party becomes insolvent, makes, seeks to make or arranges an assignment for the benefit of creditors, if proceedings in voluntary or involuntary bankruptcy are initiated by, on behalf of or against such Party (and, in the case of involuntary proceeding, not dismissed within forty-five (45) calendar days), or if a receiver or trustee of such Party’s property is appointed and not discharged within forty-five (45) calendar days.

5.7           Effect of Termination and Survival.  Termination or expiration of the Agreement will not relieve the Parties of any obligations that accrue prior to such termination or expiration, including any obligation to pay for Products, Services or Deliverables prior to termination, expiration or withdrawal.  Upon termination of this Agreement each Party will return to the other Party the other Party’s Confidential Information.  Articles 6, 8, 9 and 10 and Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 4.3, 4.5 and 5.7 of this Master Service Agreement will survive any termination or expiration of the Agreement.

6.              CONFIDENTIALITY AND PERSONAL DATA.

6.1           Treatment of Confidential Information.  Subject to the provisions of the Agreement (including Article 4), during the Term and thereafter, neither Party will use the other Party's Confidential Information for any purpose other than pursuant to the Agreement.  The receiving Party will also keep Confidential Information in strict confidence and take steps to prevent disclosure, publication or dissemination of Confidential Information similar to those that the receiving Party takes to protect its own, confidential or proprietary information of a similar nature, which steps will not be less than a reasonable standard of care for such information.  Each Party will cause each of its applicable employees to be advised on his or her obligation to comply with this Section 6.1 prior to being engaged to work.  

6.2        Limitations to Confidential Information.  Confidential Information does not include information that: (i) is or later becomes available to the public through no breach of the Agreement; (ii) is obtained by the receiving Party from a third party who properly obtained and disseminated such information; (iii) as of the date of disclosure, is by legitimate means already in the possession of the other Party; or (iv) is obtained by such Party by legitimate means independent of the disclosure of such information to such Party.

6.3           Exceptions to Non-Disclosure.  Notwithstanding anything to the contrary in the Agreement, either Party may disclose information of the disclosing Party (a) on a need-to-know basis to the receiving Party’s legal and financial advisors, (b) to the extent reasonably necessary to file, prosecute or maintain intellectual property rights, or to file, prosecute or defend litigation related to intellectual property rights, in accordance with the Agreement; (c) to the extent reasonably necessary to enforce its rights under the Agreement; or (d) as required by applicable laws or governmental authorities; provided, that in the case of any disclosure under clause (d) of this Section 6.3, unless prohibited by applicable law, the receiving Party will give the disclosing Party prompt notice of such request to allow the disclosing Party to seek an appropriate protective order or other remedy.  

6.5        Personal Data.  Each Party shall comply with Schedule C (Data Processing Addendum).

6.6           Consent to Notifications.  If Company is providing reseller services, You acknowledge that the Company may disclose Your contact information and purchase information to the Third Party Provider for Products to allow them to contact You for ordinary course of business purposes like continuity of services, customer satisfaction information, contracts, provisioning products, services, updates or security.

7.              REPRESENTATIONS AND WARRANTIES.

7.1           Representation by Both Parties.  Each party represents and warrants to the other that it has full power and authority, and that the person entering into this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement. Each party further represents and warrants that upon due execution of this Agreement, this Agreement is binding on each.

7.2           Your Representations.  You represent, warrant and covenant to the Company that on the date You provide Company with Your Materials, when used for the purposes for which they are provided and in accordance with the terms and conditions of the Agreement, such use will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party and that you have all the necessary rights and licenses to enter into and perform this Agreement.

7.3           Company Representation.  Company represents and warrants that (i) to the best of Company’s knowledge, interests assigned to You pursuant to Section 4.1, when used for the purposes for which they are provided and in accordance with the terms and conditions of the Agreement, will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party; and (ii) Company is an authorized reseller of Products sold to You.

8.              INDEMNIFICATION.

8.1           Indemnification by You.  You will indemnify and hold Company and its shareholders, employees, officers, executives, agent and directors harmless against any third party loss, damages, action, suit, claim, demand, liability, expense, bodily injury, death or property damage (including reasonable attorney fees) (a “Loss”), that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss arises out of or is connected with (i) Your negligent, reckless, wrongful or unauthorized use of any Products, Service, Deliverable, work product, Company Background Materials or Third-Party Materials; (ii) Your breach of a Third-Party Provider’s terms and condition (as set forth in Section 2.6); and (iii) Your breach of Article 7 (Representations).

8.2           Indemnification by Company.  Company will indemnify and hold You and its shareholders, employees, officers, executives, agent and directors harmless against any third party Loss, that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss arises out of or relates to a breach by Company of Section 7.3 hereof (Representations).

8.3           Additional Provisions for Indemnification.  The indemnified Party will provide the indemnifying Party with prompt written notice of any claim, demand or action for which the indemnified Party is seeking or may seek indemnification.  The indemnifying Party will keep the indemnified Party fully informed concerning the status of any litigation, negotiations or settlements of any such claim, demand or action.  The indemnified Party will be entitled, at its own expense, to participate in any such litigation, negotiations and settlements with counsel of its own choosing.  The indemnifying Party will not settle any claim if such settlement arises from or is part of any criminal action or proceeding, or contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the indemnified Party without the prior written consent of such indemnified Party. The indemnifying Party will pay the indemnified Party’s fees, expenses or costs (including reasonable legal fees) if the indemnifying Party violates this Article 8 and the indemnified Party brings any action, suit or claim for the enforcement of this Article 8 and prevails.

9.              WARRANTY AND LIMITATION OF LIABILITY.

9.1           Limited Warranty.  Except as provided in this Article 9, all other warranties provided by Company for Services or Deliverables will be set forth in the applicable SOW.  In the absence of any warranty language in the SOW, Company warrants that all Services and Deliverables performed pursuant to the Agreement will be performed in a workmanlike manner and in accordance with the general standards and practices of software business consultants in Canada providing similar services and operating under similar circumstances at the time the Services or Deliverables are being performed. The exclusive remedy for any breach of the foregoing warranty will be that Company, at its own expense, and in response to written notice of a warranty claim by You delivered within ninety (90) calendar days after performance of the Services or Deliverables at issue, will, at its sole discretion, either (i) re-perform the Services or Deliverables to conform to this standard; or (ii) refund to You amounts paid for non-conforming Services or Deliverables. Warranties for Products will be as provided by the Third-Party Provider and are passed onto You.  Company will assist You in obtaining Your warranty rights from the applicable Third-Party Provider.  

9.2           Disclaimer of Other Warranties.  TO THE FULLEST EXTENT UNDER APPLICABLE LAW, THE FOREGOING EXPRESS LIMITED WARRANTY AND ANY EXPRESS LIMITED WARRANTY SET OUT IN THE APPLICABLE SOW BY COMPANY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS BY COMPANY.  COMPANY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.  FOR CLARITY, THIS PROVISION DOES NOT LIMIT OR MODIFY THE TERMS OF WARRANTIES PROVIDED BY THIRD-PARTY PROVIDERS.    

9.3           Limitation of Liability.

9.3.1    IN NO EVENT SHALL COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SHAREHOLDERS, LEGAL REPRESENTATIVES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY “REPRESENTATIVES”) BE LIABLE FOR: (A) ANY LOSS OF PROFITS, REVENUES, CONTRACTS, BUSINESS, DATA, GOODWILL OR ANTICIPATED SAVINGS, OR (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE), EVEN IF SUCH LOSSES WERE REASONABLY FORESEEABLE OR COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF THE OTHER PARTY INCURRING THE SAME.

9.3.2        IN NO EVENT SHALL COMPANY OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE), EXCEED THE AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM WAS MADE.        

10. GENERAL TERMS.

1. Notices. Notices under the Agreement must be in writing, specifically refer to the Agreement, and be sent by hand, electronic mail with the subject line “NOTICE PURSUANT TO MSA,” recognized overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to the following addresses or fax numbers of the Parties:

If to Company, to:

Wursta Technology of Canada Inc.

Suite 1700 – 1185 West Georgia Street

Vancouver, BC V6E 4E6

Attn: Matt Wursta

Email: matt@wursta.com 

And if to You, to the address specified in the applicable ordering document.

        Either Party may change its notice address or email address by giving notice to the other Party.

2. Construction.  

10.2.1        The headings used in the Agreement are for convenience only are not part of the Agreement.

10.2.2        Unless the context of the Agreement clearly requires otherwise:  

(a)        references to the plural include the singular, the singular the plural, and the part the whole;

(b)         “or” has the inclusive meaning identified with the phrase “and/or;” and

(c)        “includes” and “including” have the inclusive meaning identified with the phrases “including, but not limited to,” “including, without limitation,” “includes but is not limited to” and “includes without limitation;”

3. Relationship of Parties.  Company is an independent contractor and not an employee, legal representative, joint venture, partner or otherwise an affiliate of You.
4. Non-Exclusivity.  Except as expressly provided in any covenant not to compete, covenant not to disclose or confidentiality agreement between the Parties, Company may create services or deliverables of the same type or style as the Services or Deliverables prepared for You for third parties.  Company will not incorporate Your Confidential Information into such services or deliverables, but it may use any information that is not specific or unique to You.  Except when explicitly provided for in a SOW or Order Form, nothing contained in the Agreement may be construed as a covenant not to compete.    
5. Governing Law.  The Agreement will, as to all matters, including matters of validity, construction, effect, performance and remedies, be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any of the conflicts of laws or choice of law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
6. Jurisdiction and Service of Process.  Each Party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of and venue in the courts located in the Province of Ontario with respect to any and all disputes (including those related to late, partial or non-payment) arising out of or relating to the Agreement; (ii) waives the right and agrees not to assert by way of motion (as a defense or otherwise in any action, suit or other legal proceeding brought in any such court) any claim that (x) it, he or she is not subject to the jurisdiction of such court, (y) such action, suit or proceeding is brought in an inconvenient forum or (z) the venue of such action, suit or proceeding is improper; and (iii) consents to the service of any process, pleadings, notices or other papers by certified mail (regardless of whether the other Party signs for such letter) or standard overnight carrier to the address provided in (or as updated pursuant to) Section 10.1.
7. Assignment; Binding Effect.  The Agreement is not assignable by either Party except each Party may assign, delegate or transfer, by operation of law or otherwise, all of its rights under the Agreement to an affiliate or successor of interest or to any person or entity who purchases all or substantially all of the business or assets of which the Agreement relates.  Subject to the foregoing, the entire Agreement will be binding and will inure to the benefit of each Party’s successors and permitted assigns.  Any attempt to assign, delegate or transfer the Agreement in violation of this provision is void and without effect.  For clarity, Company may hire contractors to perform under this Agreement.  
8. No Third-Party Beneficiaries.  The Agreement is solely for the benefit of the Parties and nothing contained here, express or implied, is intended to confer on any third party any rights, remedies, obligations, claims or causes of action under or by reason of the Agreement.
9. Injunctive Relief.  Each Party agrees that either Party’s violation of Articles 4 or 6 may cause immediate and irreparable harm to the other Party for which monetary damages may not constitute an adequate remedy at law or be difficult to ascertain.  Therefore, each Party agrees that upon any such violation, breach or threatened breach of such Articles, the other Party will be entitled, in addition to any other remedies available, to a temporary restraining order, preliminary injunction or permanent injunction to restrain the violation, breach or threatened breach of any of the covenants or restrictions. The Parties further agree that no bond will be required in procuring any such restraining order or injunction.  
10. Dispute Resolution.  If a dispute arises under the Agreement, as soon as practicable (but in no event later than fourteen (14) calendar days after notice of such dispute), the Parties will meet in person, over the Internet or by phone and attempt to resolve the dispute in good faith and in a timely manner.  If they are unable to resolve such dispute in a timely manner or forty-five (45) calendar days after notice of such dispute (whichever is earlier), the Parties may bring an action pursuant to the terms and conditions of the Agreement.  Provided, however, (i) Company may unilaterally waive this provision and immediately bring an action in the event of a late, partial or non-payment by You and (ii) this Section 10.10 does not apply to injunctive relief under Section 10.9 which may be pursued immediately after a dispute has arisen.
11. Entire Agreement; Amendment.  The Agreement sets forth the entire understanding of the Parties with respect to the transactions contemplated here.  The Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the Parties, whether written or oral.  The Agreement may be amended, modified or supplemented only in writing signed by the Parties.
12. Use of Company Software.  If at any time You download, install, use or otherwise access Company applications or software pursuant to the Agreement, You agree to be bound by the terms and conditions of the Company’s Software as a Service (SaaS) Agreement, which can be found at www.wursta.com.
13. Severability.  If any provision(s) of the Agreement is or becomes invalid by a court of competent jurisdiction or is deemed unenforceable under applicable law, it is the intention of the Parties that the remainder of the Agreement will not be affected.  The Parties covenant and agree to renegotiate any affected provision in good faith to provide a reasonably acceptable alternative provision with the intent of preserving the basic purpose and economics of the Agreement.
14. No Waiver.  No provision of the Agreement will be considered waived and no breach consented to by either Party unless such waiver or consent is in writing and signed by the Party against whom it is asserted.  No consent to or waiver of a breach by either Party, whether express or implied, will constitute a consent to, waiver of or excuse for any other breach of the Agreement.
15. Agreement is Controlling.   If there is any inconsistency or conflict between the provisions of this Master Service Agreement and the provisions of any SOW, Order Form, Change Order, schedule or exhibit, the provisions of this Master Service Agreement will control and govern, except to the extent such provisions are expressly superseded.
16. Counterparts.  The Agreement may be executed in any number of counterparts, executed via electronic signature, reference in an SOW or Order Form and exchanged via email or facsimile.  The Parties agree that this Agreement may be executed by electronic signatures as such term is defined under applicable law.

Schedule A

Google Workspace Rider

(a) Company, You and Google are each independent contractors with respect to the resale of any Google products.

(b) You will be subject to the terms of Google’s standard Terms of Service (“Google TOS”) for any Google products.

(c) You permit Company to disclose Your contact details and information reasonably required to allow Google to provide technical support in connection with Your relevant support issue for use by Google in accordance with the Google TOS, including applicable confidentiality, data processing and security terms.

(d) You are responsible for providing the necessary notices to, and obtaining and maintaining any consents required from, Your end users to allow Company and Google to perform their respective contractual obligations as set forth in applicable agreements.

(e) Google’s Service Level Agreement (contained in the Google TOS) sets out Your sole and exclusive remedy for any failure by Google to meet the terms of the Service Level Agreement, and You must request any such remedies directly from Company.

(f) Google will only provide technical support directly to You as set out in the Google TOS.

(g) You acknowledge and agree that Company and Google are separate entities (Company is a reseller of Google products) and except as provided in Your agreement with Google or in Your written agreement with the Company, Company is not liable for  any losses, damages or injuries caused to You as a result of Your use of Google products.  

Schedule B

GCP Rider (“Rider”)

1.         GCP Terms of Service.  You agree to be bound by the Google Cloud Platform Terms of Service and accompanying agreements found here https://cloud.google.com/terms/ (“GCP ToS”).  You acknowledge that you have read Google’s GCP Terms of Service and agree to comply with its terms and conditions.  You acknowledge and agree that Google, and not Company, is solely responsible for Google Cloud Services.

2.         Master Services Agreement.  The terms of the Company’s Master Services Agreement (“MSA”) are hereby incorporated by reference into this Rider and govern the relationship between You and the Company but not the obligations between You and Google.  

3.         Indemnification for Your Use of GCP.  In addition to the indemnification obligations provided in the Agreement, You will indemnify and hold Company and its shareholders, employees, officers, executives, agents and directors harmless against any third party Loss (defined in the MSA) that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss arises out of or relates to Your (i) negligent, reckless or wrongful use of the GCP Services (defined in the MSA) or its third-party components and (ii) breach of Google’s GCP ToS or other third-party services terms.

4.         Updates and Modifications.

a.                   Products and Services Updates. Google may make updates to the GCP Services from time to time. If Google makes Company aware of any material change to the GCP Services, Company will make commercially reasonable efforts to inform You.

b.                 URL Terms. Google may make changes to the URL Terms (defined in GCP ToS) from time to time. If Google makes Company aware of any material change to the URL Terms, Company will make commercially reasonable efforts to inform You.

5.         Third Party Components. GCP Services may contain third party components (including open source software) subject to separate license agreements. Such third-party license governs Your use of that third-party component.

6.         Support.  Company will provide tier II support in accordance with Company’s support procedure for GCP Services.

7.         Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS RIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DOES NOT MAKE ANY WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE GCP SERVICES. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR INFORMATION, APPLICATIONS (DEFINED IN GCP TOS), PROJECTS (DEFINED IN GCP TOS) AND CUSTOMER DATA (DEFINED IN GCP TOS). COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR GCP SERVICES WILL BE ERROR- FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR GCP SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.  WARRANTIES OTHERWISE PROVIDED UNDER THE MSA ARE DISCLAIMED FOR GCP SERVICES.  This provision does not alter warranties that You may receive from Google.

8.  Suspension. If Company becomes aware that any Application, Project, or Customer Data violates Google’s AUP (defined in GCP ToS), Company may immediately suspend the Application, Project, or Your access. You acknowledge and agree that if Company fails to suspend Your account, then Google may directly suspend Your accounts for the applicable GCP Services, disable the Project or Application, or disable the accounts (as may be applicable) until the AUP violation is corrected.

9. Relationship of Company and Google.  You acknowledge that Company and Google are separate entities (Company is a reseller of Google products) and except as provided in Your agreement with Google or in Your written agreement with the Company, Company is not liable for any losses, damages or injuries caused to You as a result of Your use of Google products.  

Schedule C

Data Processing Addendum

This Data Processing Addendum (“DPA”) sets forth the terms and conditions pursuant to which Personal Data will be transferred and Processed under the Master Service Agreement (“the Agreement”).

DEFINITIONS

For the purposes of this Data Processing Addendum, capitalized terms used shall have the following meanings:

1. Processing Roles and Responsibilities

1. Scope. This DPA applies to Personal Data Processed pursuant to the Agreement.
2. Roles. The Parties acknowledge and agree that Customer is the Controller of the Customer Personal Data, and that Wursta acts as the Processor of the Customer Personal Data. Wursta is the Controller of all Personal Data processed in connection with the Services that is not Customer Personal Data. This includes but is not limited to interactions between Customer and Wursta that do not occur through Customer’s use of the Services. For any avoidance of doubt, the Processing of Personal Data by Wursta that is not Processed through the Services or in any other circumstances where Customer acts as a Controller is subject to Wursta’s Privacy Policy at: [insert].
3. Parties further acknowledge and agree that Wursta and Google are separate entities. Insofar as Wursta provides Services related to Google products, or resells such Google products to Customer, Wursta assumes no responsibility for Processing undertaken by Google, its affiliates, or Sub-processors in association with Customer’s use of Google products.

2. Data Processing

1. Wursta shall only Process Customer Personal Data to the extent necessary to provide Products or Services to Customer as described in the Agreement, in other written instructions from Customer, or as otherwise permitted by this DPA, and for no other purpose.
2. Wursta shall Process Customer Personal Data for the following purposes, which are specifically directed and authorized by Customer under the terms of the Agreement:

1. to facilitate the provision of third-party Products or software licenses resold by Wursta
2. to facilitate the performance of Services for Customer, including technical services and support services for Products

3. Wursta may use Customer Personal Data (i) to provide the Products and Services, (ii) to comply with applicable law, (iii) in anonymized or aggregated format, for Wursta’s own purposes; (iv) for any other purpose as authorized by the Agreement or otherwise directed by Customer.  
4. Wursta shall comply with all requirements imposed on it by Data Protection Laws in respect of its performance of the Services.
5. Wursta shall ensure that the Wursta personnel and Sub-processors Processing Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
6. Wursta will make available to Customer all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by the Customer.

3. Personal Data Transfers

1. Wursta primarily stores Customer Personal Data Processed in the course of providing the Services in the United States of America, may access the Customer Personal Data from other jurisdictions, and may use Sub-processors located in other jurisdictions to Process the Customer Personal Data.. Upon request of Customer, Wursta will inform Customer of the locations to which the Customer Personal Data is transferred and Processed by Wursta and Sub-processors.
2. Customer acknowledges and agrees that Wursta may transfer Customer Personal Data to, or access Personal Data from various jurisdictions in the course of Processing the Customer Personal Data. Customer acknowledges that the laws, regulations, and standards of countries in which the Customer Personal Data is or may be stored or Processed may be different than those in Customer’s own jurisdiction.
3. Customer is solely responsible for obtaining such consents or providing such notices to Data Subjects regarding Personal Data transfers, including any transfer from Customer to Wursta, and any transfer from Wursta to Sub-processors, as required by applicable Data Protection Laws.
4. Customer is solely responsible for ensuring that any transfer of Personal Data outside of Customer’s jurisdiction complies with any applicable restrictions on data transfers as set forth in applicable Data Protection Laws, including by completing any required data transfer impact assessments or other assessments and/or ensuring an adequate legal mechanism for such transfers. Customer must promptly notify Wursta of any requirement on the part of Wursta to execute standard contractual clauses, binding corporate rules, or any similar measures as adopted, approved or authorized under Data Protection Laws.

4. Legal Disclosures and Third-Party Access Requests

1. Wursta shall comply with any reasonable request made to Customer from authorities, Data Subjects, or others to provide information (including details of the Services provided by Wursta) related to Wursta’s Processing of Customer Personal Data.
2. Wursta shall, to the extent permitted by law, notify Customer immediately upon receipt of any request from a regulator to access the Customer Personal Data under Customer’s control and Processed by Wursta, including any request to know or to access locations where such data is stored.
3. Wursta may disclose Customer Personal Data if Wursta has a good faith belief that it is reasonably necessary to: (i) respond to Data Protection Laws or other applicable laws or regulations, legal processes, or government requests; (ii) enforce the Agreement and any other applicable terms and policies, including for investigations of potential violations; (iii) detect, investigate, prevent, and address fraud and other illegal activity, or security or technical issues; or (iv) protect the rights, property, and safety of Wursta or others.  Wursta will notify Customer of any intended disclosure of Customer Personal Data Processed by Wursta pursuant to the Agreement, unless such notification is prohibited by applicable laws.

5. Customer Obligations

1. Customer consents to Wursta’s use, storage, sharing, and securing of Personal Data on behalf of Customer in order to provide the Products and Services, in accordance with the Agreement and Wursta’s Privacy Policy.
2. Customer agrees to comply with Data Protection Laws in respect to Customer’s use of the Products or Services, including in its collection, use, processing, storage, disclosure, sharing (including transfer to Wursta), or other handling of Personal Data of Data Subjects.
3. Without limiting the generality of the foregoing, to the extent required by applicable law, Customer acknowledges and agrees that Customer is solely responsible for ensuring that Data Subjects are appropriately notified of the purposes for which their Personal Data may be Processed and provide their consent to the collection and Processing of such Personal Data in the manner required by Data Protection Laws.
4. Customer will not disclose to Wursta the Personal Data of Data Subjects without their meaningful consent where such consent is required by Data Protection Laws. Unless otherwise explicitly agreed to by the Parties, Customer must ensure that use of the Products or Services does not impose on Wursta obligations that apply to Customer under Data Protection Laws, including but not limited to any requirement for Customer to provide notice to Data Subjects, obtain consent from Data Subjects, conduct privacy impact assessments, and lawfully transfer/disclose Personal Data to Wursta or other third parties.
5. Customer shall promptly notify Wursta if the applicable Data Protection Laws or any other applicable laws render the performance of the Services by Wursta, or any aspect thereof, unlawful.

6. Information Security; Compliance. 

1. Wursta is responsible for the Security of any Personal Data Processed in the course of providing the Services. Wursta shall, at its sole cost and expense, implement security measures as stated in Wursta’s Privacy Policy, and shall only Process Personal Data in such a manner so as to comply with such security measures.  
2. Each of Wursta’s employees and Sub-processors who have been or will be involved in the provision of Services under the Agreement shall at all times be subject to professional, ethical, or contractual obligations of confidentiality with respect to Personal Data that are no less restrictive than those applicable to Wursta under the Agreement.
3. Wursta specifically undertakes to:

• implement appropriate, and industry standard, physical, technical and organizational measures against unauthorized or unlawful access or processing of Customer Personal Data and more generally to preserve the confidentiality, integrity, availability, and traceability of the Customer Personal Data processed in connection with this DPA or its accidental loss, destruction or damage, such as appropriate Services and network access controls, intrusion detection and prevention, network segmentation and encryption;
• keep and maintain an up-to-date documentation describing the technical and organizational security measures implemented to this end;
• keep the storage and processing of Customer Personal Data separated from its own data or data belonging to other customers;
• limit access to and rights of Wursta personnel and its authorized Sub-processors within a strict limit of what is needed to perform their duties;
• ensure that Wursta personnel and authorized Sub-processors accessing the Customer Personal Data have committed themselves in writing to a duty of confidentiality (whether a contractual duty or a statutory duty).

1. Wursta uses commercially reasonable security procedures and practices to safeguard and protect Personal Data and other information. Customer acknowledges and agrees that no data transmission over the internet can be guaranteed to be 100% secure. Wursta cannot guarantee that Personal Data and other information will not be hacked, intercepted or altered. Customer acknowledges and agrees that Wursta will not be responsible for claims or damages for any loss of privacy or corruption of Personal Data, and any Personal Data or other information that Customer shares with Wursta is at Customer’s own risk.

7. Security Incident Procedures 

1. Wursta shall notify Customer as soon as practicable after Wursta becomes aware of any Security Incident affecting Customer Personal Data. Unless otherwise required by law, Wursta agrees that it shall not inform any third party of any Security Incident without first obtaining Customer’s prior written consent, other than to inform a regulator or complainant that the matter has been forwarded to Customer and/or its legal counsel.  

8. Confidentiality.

1. The Parties to the Agreement shall hold any Personal Data communicated to one another in the course of the carrying out of the Agreement in confidence, and shall adhere to good industry practices for securing such data. If Wursta or Customer is compelled by law to disclose Personal Data provided by the other Party, the receiving Party shall provide the disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party’s cost, if the disclosing party wishes to contest the disclosure.

9. Return or Deletion of Personal Data

1. Within sixty (60) days after termination or expiry of the Agreement (or such other timeframe as agreed between the Parties at the termination of any other agreement relating to the Services), Wursta shall:

1. return all Customer Personal Data to Customer; or
2. destroy all the Customer Personal Data,

at Customer’s election which shall be notified to Wursta in writing within 10 days of termination, unless a law binding on Wursta or its Sub-processors prevents it from doing as requested or unless otherwise agreed in this Agreement (for example, where the Customer has requested Wursta continue to store Customer Personal Data in order to ensure compliance with a legal obligation). Unless otherwise required by the Agreement, where Customer does not make an election within 10 days of termination, Wursta shall delete the Customer Personal Data.

10. Monitoring & Audits.

1. Data Protection Authority Audit of Customer. If a Data Protection Authority requires an audit of the data processing facilities from which Wursta Processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, Wursta will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Wursta expends for any such audit, in addition to the rates for services performed by Wursta.
2. Audits. Upon request, Wursta will provide to Customer each year provided by an accredited, third-party audit firm applicable to the Services under the Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Wursta’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Wursta may audit Wursta’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Wursta and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Wursta expends for any such audit, in addition to the rates for services performed by Wursta. Before the commencement of any such audit, Customer and Wursta shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Wursta  of information regarding any non-compliance discovered during the course of an audit.

11. Term and Termination.

1. This DPA shall be effective as of the effective date of the Agreement, and shall remain in effect until the later of either: (a) the duration of the Agreement; or (b) for so long as Wursta or its Sub-Processors continues to Process Personal Data.

12. COSTS

1. Subject to clauses 13.2 and 13.3, the costs of Wursta and its Sub-processors to comply with their respective obligations as Processors under this DPA and Data Protection Laws applicable in a specific jurisdiction shall be borne by Wursta and its Sub-processors to the extent compliance with such obligations is necessary for Wursta and/or its Sub-processors’ compliance with applicable Data Protection Laws in their role as Processors.
2. Notwithstanding clause 18.1, if Customer request Wursta to take on compliance activities that are not provided for in this DPA and which go beyond the activities that Wursta is required to do as a Processor under applicable Data Protection Laws, Wursta shall be entitled to its reasonable costs and the above shall be notified to Wursta and agreed pursuant to a further SOW.
3. Should changes to applicable Data Protection Laws, including the interpretation thereof, substantially modify in an unpredictable way the way Services are rendered by Wursta and entail increased costs for Wursta or its Sub-processors, Wursta may, subject to providing written notice to Customer, increase the rates charged to Customer to reflect the increased costs and shall be agreed by the Customer. The increase to Customer should be fair and reasonable and should be proportional to what other similar customers are being asked to pay. If Customer finds that the increase is not justified, fair or reasonable, Customer may terminate the Agreement by providing written notice, such termination to take effect one (1) month after the date of Customer’s written notice.

13. Miscellaneous

1. The Parties agree to work in good faith to amend this DPA as necessary to incorporate any changes necessitated by changes in Data Protection Laws or any other applicable laws.