OneChannelAdmin and customer enter this Master Services Agreement on the effective date. In consideration of the mutual covenants and conditions included in this agreement and its exhibits, and intending to be legally bound by customer's submission and OneChannelAdmin's acceptance of a SOW, the parties agree as follows:
SECTION 1 - DEFINITIONS
i. Additional Services" means SOW specified services.
ii. Agreement: means this MSA, SOWs, Exhibits, and invoices. Any reference to a Master Subscription Agreement now refers to the MSA.
iii. ASO or Additional Services Order was a contract for additional services, ASO now means SOW.
iv. OneChannelAdmin signifies the SOW-listed affiliate.
v. OneChannelAdmin's Platform means patented cloud-based e-commerce software platform is made of odules that can be utilized alone or combined per SOWs.
vi. Services means OneChannelAdmin's services, including licensed software, code, and functionality. Services may include self-service access to OneChannelAdmin Module(s), managed services, launch services, or other services stated in a SOW.
vii. Claim: means all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) incurred by a party due to a third-party claim or assertion against that party and its Representatives.
viii. Commerce Core Module implies the Module that allows customer to manage products and/or orders across different channels, including third-party marketplaces, webstores, and first-party retail, from a single user interface.
ix. Comparison Shopping Module referred to the OneChannelAdmin Module that manages data feeds to comparison shopping engines. Any mention to the Comparison Shopping Module refers to the Digital Marketing Module.
x. Customerrefers to the SOW contractual company or licensee receiving Services. Formerly "Company"
xi. Digital Marketing Modulerefers to the Module that allows a customer to manage digital marketing campaigns across numerous channels and providers from a single interface. The capabilities and functionality previously supplied separately by the Comparison ShoppingModule, the Feed Module, the Paid Search Module, and the Social Module are now combined into a single Digital Marketing Module.
xii. Documentation means OneChannelAdmin's technical specifications displayed in the Knowledge Center to guide and define customer's use of the OneChannelAdmin Platform.
xiii. Effective Date means the SOW date.
xiv. Feeds refers to OneChannelAdmin's features and functionality that allow product data feeds to be generated, managed, and transmitted to numerous internet destinations. Feeds are not available for transactional or first-party programs (i.e. management of retail content). "Flex Feeds" now means "Feeds"
xv. Fees means money owing from customer to OneChannelAdmin for Services and licenses in the Agreement and other charges or fees imposed by third parties on OneChannelAdmin in connection with the Services, including API fees.
xvi. Intellectual Property includes trade secrets, patents, trademarks, service marks, trade names, copyrights, and other registered or unregistered intellectual property and proprietary rights.
xvii. Marketplaces Module indicates the Module that allows a customer to manage its products on numerous marketplaces (for example Amazon.com or eBay.com) from a single user interface, and may be further detailed in a SOW. The Marketplaces Module was originally referred to as “Premium Marketplaces” and any reference to Premium Marketplaces now means “Marketplaces.”
xviii. Marks means any word, symbol or device, or any combination, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including without limitation trade names, trademarks, service marks and logos. “customer Marks” relate to any Marks of customer and includes third party marks customer may give to OneChannelAdmin or that are incorporated in Product Information. OneChannelAdmin Marks
xix. Module(s) indicates functional applications that make up the OneChannelAdmin Platform, which the customer can access through a SOW.
xx. MSO or "Module Subscription Order" means the document used to allow a customer access to OneChannelAdmin. MSO currently refers to SOW.
xxi. Network Site refers to third-party websites (e.g., eBay, Amazon, Google) supported by OneChannelAdmin and associated with a Module. Formerly "CA Network Site."
xxii. Network Site Account means customer's Network Site account.
xxiii. Paid Search Module refers to the OneChannelAdmin Module that manages search marketing campaigns across numerous search engines from a single interface. Any reference to the Paid Search Module now refers to the Digital Marketing Module.
xxiv. Product Information means all information and materials related to customer products that customer provides or uploads to OneChannelAdmin or stores in the OneChannelAdmin Platform, or that customer directs OneChannelAdmin to collect on customer's behalf, including image files, text, templates, product descriptions, prices, customer Marks, URLs, and any other related information. Previously "Materials."
xxv. Product Intelligence Module refers to the Module that delivers customer intelligence on customer products on Reseller websites.
xxvi. Related Entity denotes a separate legal entity (including an affiliate) owned by, under common control with, or controlling a party, where "control" means ownership of more than 50% of voting stock or assets.
xxvii. Representatives includes Related Entities, directors, officers, employees, permitted assigns, and agents.
xxviii.Rich Media Module is the Module that allows a customer to deliver high-quality, dynamic imaging on its e-commerce website.
xxix. Shoppable Media Module refers to the Module that helps customers navigate from the domain/URL, Network Site or other digital location customer uses to market or distribute its products to the websites of authorized resellers that stock or are likely to stock customer's items for purchase. Shoppable Media Module terms do not apply to Network Sites and Feeds. Any mention to "Where to Buy" refers to "Shoppable Media."
xxx. Site Costs implies third-party fees incurred in listing, advertising, distributing, marketing, posting, and selling customer's items, search terms, or information to Network Sites or Feed destinations, or other third-party destinations.
xxxi. Social Module refers to the Module that allows a customer to market its items on social network sites utilizing a single user interface. The Social Module's features and functionality are now available in the Digital Marketing Module. Any reference to the Social Module refers to the Digital Marketing Module.
xxxii. Statement of Work or "SOW" means a customer- and OneChannelAdmin-signed document.
xxxiii. Technology means, collectively, the OneChannelAdmin Platform and Services, Documentation, functionality, visual interfaces, URLs and integrations that enable customer access to the OneChannelAdmin Platform, analytics, transaction information, all content in, and work product resulting from, the Services, and any software or technology incorporated in or made available by OneChannelAdmin through the OneChannelAdmin Platform or Services, expressly excluding OneChannelAdmin'
xxxiv. Term means the Agreement's Initial Term and all Renewal Terms as established in Section 6.1.
xxxv. Webstore Connector Module implies the Module that allows a customer to manage product listings on a compatible webstore from the OneChannelAdmin Platform.
SECTION 2 - LICENSES/TERMS OF SERVICES/ RESTRICTIONS
Services
OneChannelAdmin commits to perform Services as outlined in a SOW. OneChannelAdmin may outsource the performance of the Services; such subcontractors are considered part of "OneChannelAdmin" and not third parties. OneChannelAdmin is accountable for Subcontractors' activities. "Subcontractor" denotes temporary or contract-based people engaged by a party to assist with the Services. It does not include personnel engaged by a party to conduct back-end IT maintenance activities or any vendor aiding with infrastructure operations. customer may enter into this Agreement on behalf of Related Entities, who may receive Services. Under this MSA, related entities can sign a separate SOW. customer is responsible for a customer Related Entity's conduct or omissions that cause OneChannelAdmin loss and damage, subject to the limits and exclusions in this Agreement. OneChannelAdmin isn't liable for a customer Related Entity's loss if the customer has already regained it. A Subcontractor of customer may access and use the Services under this Agreement solely for customer's benefit; in that event, customer:
(a) Shall identify the Subcontractor to OneChannelAdmin,
(b) Covenants that the contractor will be bound to customer by obligations no less stringent than those contained herein, including confidentiality and usage requirements,
(c) Shall be responsible to OneChannelAdmin.
Additional Terms for Self-Service Use
Exhibit A: Self-Service Additional Terms and Conditions applies to Self-Service use of any Module per an applicable SOW.
Intellectual Property Ownership
Customer owns product info and marks. OneChannelAdmin (or its licensors) owns the Technology. customer assigns to OneChannelAdmin all intellectual property rights in the Technology that customer may have obtained. customer shall not challenge OneChannelAdmin's (or its licensors') rights to the Technology as described in the Agreement.
Restrictions
Except as specifically stated in the Agreement, OneChannelAdmin grants no licenses or rights in the Technology. No source code rights are given, and customer may not reverse engineer, disassemble, decompile, or otherwise attempt to obtain Technology source code or design information. customer may not modify Technology. customer cannot delete or hide copyright, patent, trademark, trade secret, or similar notices on any Technology. Structure, sequencing, organization, and source code of the Technology are OneChannelAdmin's trade secrets and must be kept confidential. customer may not use or allow Network Sites to use Technology for non-SOW-specified purposes. customer may not use the Technology to pursue an IP claim against OneChannelAdmin or to construct a rival product or service.
OneChannelAdmin Platform Features and Functionality
OneChannelAdmin may access, monitor, remove content from, or disable customer access to the Technology if
(a) A Network Site or, in the case of the Shoppable Media Module, a Reseller requests it,
(b) OneChannelAdmin, in its sole discretion, believes it may incur liability because of customer Product Information,
(c) OneChannelAdmin is required to do so by law, government order or other legal process, or (d) to enforce the terms. OneChannelAdmin will notify the customer as quickly as possible if it exercises its
Section 2.5(a)-(d) Rights OneChannelAdmin will provide periodic updates to the Platform and normal technical support for Self-Service Module use. If such update(s) substantially reduce functionality and materially adversely impact customer's use of a Module and OneChannelAdmin cannot propose a commercially reasonable solution within a reasonable time, then customer's sole and exclusive remedy is to terminate the affected portion of the SOW by providing at least thirty (30) days prior written notice. OneChannelAdmin may halt Platform, Services, or both for maintenance. OneChannelAdmin will give maintenance notification unless it's unfeasible
Network Site and Feed Access and Availability
OneChannelAdmin is not responsible for the
(a) Quality, safety, or legality of products or services on Network Sites or Feed destinations,
(b) Truth or accuracy of content on Network Sites or Feed destinations,
(c) Availability or technical capabilities of Network Sites or Feed destinations or links to them. The Services allow connection to Network Sites and other online third-party destinations including fulfillment, cloud storage, and tax calculation ("Optional Third Party Services"). To use these features and capabilities, the customer may need to authenticate, register for, or log into Optional Third-Party Services through the Services or their providers' websites. By linking the Services to customer's account with an Optional Third-Party Service, customer authorizes OneChannelAdmin to access customer's Optional Third-Party Service account and any information, content, materials, and features therein, and use such Optional Third-Party Services on customer's behalf. The third-party supplier is entirely responsible for the Optional Third-Party Services and their use by the customer. OneChannelAdmin isn't liable for third-party content or customer actions based on it. OneChannelAdmin isn't responsible for failures caused by other services. OneChannelAdmin may add or remove Network Sites at its discretion. If OneChannelAdmin stops supporting a Network Site that is material to customer's use of a Module and OneChannelAdmin cannot propose a commercially reasonable solution within a reasonable time, customer's sole and exclusive remedy is to terminate the affected portion of the SOW for the affected Module by providing at least thirty (30) days prior written notice Licenses for documentation. OneChannelAdmin grants customer the non-exclusive right to utilize Documentation with Modules and Services as described in a SOW. OneChannelAdmin and third parties own their Documentation.
SECTION 3 -CUSTOMER OBLIGATIONS
Product Information
Customer warrants that the Product Information
(a) Is owned (or validly licensed for all uses required under the Agreement) by customer or is in the public domain,
(b) Does not constitute defamation, libel, or obscenity,
(c) Does not result in consumer fraud, product liability, breach of contract, or injury to any third party, and (d) does not contain viruses, Trojan horses, worms, spyware, time bombs or other forms of malware or computer pr customer allows OneChannelAdmin all rights to use Product Information to conduct SOW-detailed Services. Unless stipulated in a SOW, the customer must provide all Product Information and buyer support in local languages. OneChannelAdmin will give customer's most recent Product Information backup, if available.
Network Site Accounts; Webstore Connector
Customer is responsible for opening and maintaining Network Site Accounts with the applicable Network Sites and agreeing to and complying with all applicable Network Site requirements, even if OneChannelAdmin has been given limited agency power to agree to the terms on customer's behalf as may be expressly stated in a SOW. customer permits OneChannelAdmin to access Network Sites with which customer has established a Network Site Account to retrieve and post information in furtherance of each Module's Services. customer is liable for all Site Fees, and unless OneChannelAdmin agrees otherwise in a SOW, customer will pay Site Fees directly to the Network Site or Feed destination. customer is responsible for setting up and managing their webstore account if they have access to the Webstore Connector Module.
Privacy/Security
Customer must have and enforce a privacy policy that complies with all applicable laws, rules, and regulations, including the treatment of all personal information in accordance with European Union and other non-U.S. applicable laws and governing authorities if customer sells into international marketplaces or is otherwise subject to those laws. customer shall secure buyer information and not release it except per its privacy policy. customer must protect personal information according to legislation and industry standards, but with reasonable care. customer accepts that OneChannelAdmin may communicate customer's and customer's buyers' (personal or otherwise) information to the United States, European Union, and other non-U.S. jurisdictions. customer must quickly disclose any security breaches when accessing the OneChannelAdmin Platform per the Agreement. customer is responsible for any security breaches that occur using their OneChannelAdmin login credentials. Only one user may use the same login credentials. In circumstances where EU Data Protection Law applies to the provision of Services to customer, the parties will comply with https://www.onechanneladmin/terms/dpa. Data Protection Law has the meaning given at the link.
Compliance with Laws
The parties agree to comply with all applicable laws, rules, regulations, and codes as updated from time to time related to their performance of their obligations and activities under the Agreement, including those governing the online sale of goods and services, anti-bribery and anti-corruption, including the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act.
Customer Assistance; Prohibited Activities
Customer must use commercially reasonable efforts to conduct all acts and make, execute, and provide all documents, data, and access credentials for OneChannelAdmin to supply the Services. customer promises OneChannelAdmin not to engage in forbidden activities. OneChannelAdmin may immediately terminate or suspend the Agreement, the Services, or both if customer uses a Module for a prohibited purpose.
SECTION 4- PAYMENTS
Customer agrees to pay Fees according to the Agreement's payment terms for Services and/or licenses. Additional fees may apply if a customer uses OneChannelAdmin services or capability outside the scope of a SOW. OneChannelAdmin may disable customer access to the Technology under all SOWs if fees aren't paid by the due date. Pay in U.S. Unless otherwise agreed, dollars by bank draft. All invoices are payable net 30 days from the invoice date, unless otherwise specified in the SOW. From the initial due date until OneChannelAdmin receives complete payment, late payments will be charged 112% per month or the maximum rate allowed by law, whichever is less. customer shall pay OneChannelAdmin's collection costs (including reasonable attorney fees). Undisputed invoices are accepted. customer agrees to pay all relevant taxes linked to this Agreement's operations, including sales, use, and ad valorem taxes, but not taxes based on OneChannelAdmin's net income. customer is responsible for
(a) Designating to OneChannelAdmin its main tax location
(b) Remitting all applicable taxes to local, state, national, and international authorities. customer must reimburse OneChannelAdmin for unpaid taxes, interest, and penalties. Where required by law, OneChannelAdmin will collect local, state, national, and international taxes payable by customer as a result of using the OneChannelAdmin Platform or Service and remit these to the appropriate taxation authority based on customer's main billing address of record.
SECTION 5 - MARK LICENSES
Each party granted the other a limited, non-exclusive, non-assignable, non-transferable license to use its Marks with the Services. Marks must be reproduced exactly and every use is subject to the licensor's usage requirements, as changed and accessible from the licensor. The licensee acknowledges and accepts that all right, title, and interest in the licensor's Marks belong to the licensor, its licensors, or a third party, and that every use of licensor Marks benefits the licensor. Licensee cannot assert IP rights in licensor Marks or any element, derivation, adaptation, variation, or name. customer allows OneChannelAdmin to use customer Marks in earnings messaging. Licensee cannot challenge the validity or ownership of any licensor Marks. Licensee may not adopt, use, register, or apply for registration of any licensor Marks, or any term, symbol, device, or combination confusingly similar to any of the licensor Marks, in any jurisdiction. Licensee may not change licensor Marks or use them in a way that dilutes licensor's rights and goodwill in its Marks. Licensee may not use licensor Marks to imply sponsorship or endorsement of services and goods not permitted by licensor. For clarity, the terms and circumstances governing customer's payment obligations are now in Section 4 of the MSA.
SECTION 6 - TERM AND TERMINATION
Term
This Agreement is effective as of the Effective Date and continues for the duration mentioned in the last expired SOW ("Term"), subject to customer's payment of Fees and strict compliance with the terms. This MSA's Term covers the latest SOW Term.
Termination
This Agreement may be terminated other than at the end of a Term upon written notice to the other party as follows:
(a) By a party if the other party has materially breached the Agreement and has not cured the breach within thirty (30) days after written notice of the breach (provided that if the breaching party is diligently pursuing the cure but cannot cure within thirty (30) days, the foregoing will not apply);
(b) By a party if the other party has materially Continued use of OneChannelAdmin beyond the termination date is subject to this Agreement.
Effect of Expiration or Termination
The Agreement's licenses expire upon expiration or cancellation. 1.0, 2.3, 3.3, 4.0 (only to the extent that Fees are owed), 6.3, 7.0 through 11.0, and any other provision or partial provision which by its nature would properly survive the Agreement's termination.
SECTION 7 - DISCLAIMER OF WARRANTIES BY ONECHANNELADMIN.COM
OneChannelAdmin makes no express, implied, or statutory warranties regarding its technology or marks. OneChannelAdmin disclaims all warranties regarding the technology and OneChannelAdmin marks, including warranties against infringement, implied warranties of merchantability or fitness for a particular purpose, and warranties that the technology will operate uninterrupted, defect-free or error OneChannelAdmin makes no representations or warranties about localizing the technology to a particular market, including local language, taxes, payment, or shipping carriers. OneChannelAdmin does not warrant the accuracy, timeliness, truthfulness, completeness or reliability of content obtained through any module or from any network site, feed destination, or third-party interface.
SECTION 8 - INDEMNIFICATION
Customer’s Indemnification
Subject to Section 8.3 (Requirements of Indemnification), customer indemnifies, defends, and holds harmless OneChannelAdmin and its Representatives from and against all Claims brought against OneChannelAdmin and its Representatives arising out of or related to:
(a) Customer's failure to comply with or breach of Sections 2.4 and 3.0 of this Agreement,
(b) Customer products listed, supplied, or sold using the Services, including Intellectual Property,
OneChannelAdmin Indemnification
OneChannelAdmin indemnifies, defends, and holds harmless customer and its Representatives from and against all Claims brought against customer and its Representatives, arising out of or related to:
(a) Customer's authorized use of the OneChannelAdmin Platform infringing on the Intellectual Property rights of a third party in the territory in which Services are provided,
(b) Customer's authorized use of Onec infringing on the Intellectual Property rights of a third party in the territory in which
Requirements of Indemnification
For the indemnification obligations of the indemnifying parties to apply, the indemnified parties must promptly provide the indemnifying party with written notice of any Claim, promptly tender the control of the defense and settlement of any claim to the indemnifying party (at the indemnifying party's expense and with indemnifying party's choice of counsel), and cooperate fully with the indemnifying party (at the indemnifying party's request and expense) in defending the Claim. As to damages payable related to the Claim, the indemnifying party is only liable to the indemnified party for the amount of damages determined in a final, non-appealable court order or paid by way of settlement, but the indemnifying party shall have no liability for any settlement made by an indemnified party without the indemnifying party's prior written consent, which may be withheld in the indemnifying party's sole discretion. The indemnifying party won't settle a claim without the indemnified party's approval if it requires acknowledgment of fault or payment.
Exclusions and Infringement Remedies
OneChannelAdmin may, at its sole discretion and own cost and expense,
(a) Procure the right for customer to continue licensing the OneChannelAdmin Platform,
(b) Modify the OneChannelAdmin Platform so that its use does not infringe on third-party rights,
(c) Terminate this Agreement. OneChannelAdmin shall have no liability or obligation with respect to any infringement claim if the infringement is caused by: I a modification made by customer to a OneChannelAdmin item, software, or Service or a modification made by OneChannelAdmin at customer's request, (ii) use of the OneChannelAdmin Platform in an application or environment other than as intended under this Agreement, (iii) customer's unauthorized use of the onechanneladmicustomer indemnifies, defends, and holds OneChannelAdmin and its Representatives harmless from all Claims originating from or connected to Section 8.4(i)- (v). The remedies outlined in Sections 8.1-8.4 are customer's SOLE AND EXCLUSIVE remedies for OneChannelAdmin's IP infringement.
SECTION 9 - LIABILITY LIMITATION
OneChannelAdmin is not liable to customer or any third party for a person's failure to enter into a transaction using the OneChannelAdmin platform, any module (or other licensed software), or the services. customer is solely responsible for all parties with whom customer does business and for terms and conditions of customer's agreements with those parties, network sites, and feed destinations. OneChannelAdmin is not responsible for the quality or availability of goods or services provided by customer, a buyer's ability to pay, a third party's compliance with a transaction, or any injury, loss, or damage caused or alleged to have been caused by goods or services obtained by a buyer neither party shall be liable to the other for lost profits, loss of data, or any indirect, special, incidental, punitive, or consequential damages of any kind related to this agreement or any applicable sow, whether based on breach of contract, tort (including negligence), or otherwise, and whether or OneChannelAdmin's aggregate liability under this agreement or applicable sow will not exceed amounts paid by customer under the applicable sow giving rise to the claim during the twelve-month period before the claim arose. if applicable law does not allow the disclaimer of certain damages related to a particular cause of action, this limitation applies to the maximum extent permitted by law.
SECTION 10 - CONFIDENTIALITY
Confidential Information means any information directly or indirectly disclosed by one party or its Related Entities to the other party or its Related Entities, in writing, orally, or by inspection of tangible objects, that is designated as “Confidential,” “Proprietary” or a similar designation, or if not so designated, would reasonably be understood by the recipient to be confidential due to the nature and/or circumstances surrounding its disclosure. OneChannelAdmin may share customer's Confidential Information with its Related Entities, agents, and third parties for the purpose of carrying out its rights and responsibilities under this Agreement, provided such parties have a bona fide need to know the Confidential Information. OneChannelAdmin remains responsible for any breach of this provision. T does not expand the Agreement's usage rights. Each party must treat the other's sensitive information with the same care as its own, but no less than reasonable care. Confidential Information does not include information that
(a) Procure the right for customer to continue licensing the OneChannelAdmin Platform,
(b) Is already in the receiving party's possession at the time of disclosure and is not subject to confidentiality obligations,
(c) The receiving party obtains from a third party without breaching the third party's confidentiality obligations, or
(d) The receiving party independently develops without use of the disclosing party's information. If either party receives a subpoena or other validly issued judicial or regulatory process requesting or requiring disclosure of the other party's Confidential Information, the receiving party shall notify the disclosing party, unless doing so would violate the subpoena or process, and, upon the disclosing party's request, shall reasonably cooperate to seek confidential treatment or to obtain an appropriate protective order. Trade secrets, personal information (as defined by applicable law), and Confidential Information linked to a party's security and network architecture stay confidential permanently. The parties agree that a breach of this confidentiality obligation will cause irreparable damage that cannot be fully remedied by monetary damages and that the injured party may seek injunctive relief for any breach or threatened breach without posting bond, in addition to any other remedies available at law or in equity.
SECTION 11 - GENERAL PROVISIONS
General
The parties agree that this Agreement does not affect either party's right to independently create, sell, license, or distribute any product. customer may use the OneChannelAdmin logos and pre-approved material to carry out its rights and responsibilities under this Agreement, including references to customer's relationship with OneChannelAdmin. OneChannelAdmin will react to requests within five (5) business days. Either party may make disclosures as required by law as recommended by its legal counsel without the other party's approval, and the disclosing party will provide at least five (5) working days prior written notice of such disclosure unless prohibited by law. If OneChannelAdmin gets a subpoena or other legal process requesting information or materials connected to a customer dispute, customer must reimburse all costs incurred to respond. Any cause of action arising under this Agreement must be asserted within one (1) year of accrual. Neither party may assign this Agreement without the other's prior written consent, except:
(a) In the case of a reorganization, merger, consolidation, or sale of all or substantially all of its assets,
(b) To OneChannelAdmin's Related Entities. This Agreement is binding on the parties and their allowed successors and assigns. Independent contractors. This Agreement supersedes any former or concurrent oral or written negotiations, proposals, agreements, and understandings relating to its subject matter. Any representation, warranty, course of dealing, or trade usage not in this Agreement is void. Any modifications to this Agreement must be in writing and signed by the parties, unless otherwise noted. If any provision of this Agreement is invalid or unenforceable, the invalidity won't affect the rest of the Agreement, and the severed provision will be read consistent with the Agreement. The failure of any party to enforce a provision at any time does not waive or alter that right. Section headers are for reference only and don't alter the Agreement's meaning or interpretation. All Exhibits are incorporated by reference. SOW terms trump MSA terms if they contradict. Each party warrants to the other that it is not relying on any promises, guarantees, or assurances not expressly provided in this MSA or an applicable SOW.
Notice
Any notice required or permitted by this Agreement shall be in writing and deemed delivered if delivered
(a) By personal delivery when delivered,
(b) By overnight courier upon written verification of receipt,
(c) By telecopy or facsimile transmission when confirmed by telecopy or facsimile transmission report,
(d) By certified or registered mail, return receipt requested, upon verification of receipt, or
(e) By email notification as long as "NOTICE" or "LEGAL NOTICE" is appended. Notices must be made to the contacts and address in the SOW, or any new address provided by the approved notice methods, with a copy to OneChannelAdmin's General Counsel (and, if via email, sales@OneChannelAdmin). customer waives any lack-of-notice defense for failing to update OneChannelAdmin's contact information.
Governing Law and Dispute Resolution
The parties agree to keep conflicts confidential and negotiate in good faith to resolve them quickly. If a dispute isn't settled within 15 days, either party might request executive negotiation. If a party requests negotiation and it isn't addressed after 30 days, either party can commence legal procedures (these time limitations do not apply if a statute of limitations will expire or if the party is seeking injunctive relief). The laws of North Carolina govern this Agreement, without regard to its conflicts of laws provisions. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the applicable Wake County, North Carolina courts for any action, suit or proceeding arising out of or relating to this Agreement and agrees that service of any process, summons, notice or document by registered mail or the equivalent is sufficient.
Force Majeure
Neither party shall be liable for failure to perform, or the delay in performance of, any of its obligations under this Agreement other than payment, if and to the extent that the failure or delay is caused by events beyond its reasonable control, including acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, pandemics, quarantine restrictions, unavailability of any Network Site, and natural disasters. The affected party must take commercially reasonable measures to avoid or remove non-performance or delay reasons and resume performance once they are removed. If non-performance or delay lasts more than 30 days, the unaffected party may terminate this Agreement without responsibility by giving written notice to the affected party.
EXHIBIT A: SELF-SERVICE ADDITIONAL TERMS AND CONDITIONS
License Grant and Restrictions on Self-Service Use
Exhibit A ("Self-Service Additional Terms and Conditions") is part of the Agreement. Section 1.0 (DEFINITIONS) of the Agreement defines capitalized terms.
1. Grant of License, Restrictions
OneChannelAdmin grants customer a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to access and use the Modules of the OneChannelAdmin Platform described in a SOW for customer's business operations. customer's employees may access and use the licensed Module only over the Internet or a dedicated communications line, in compliance with the Documentation, and for its intended purpose, as indicated in the Agreement. customer may copy, distribute, and transmit content using their browser software while using the Services. customer may not mirror on customer's website any component of the OneChannelAdmin Platform, other licensed software, or Services or display results pages or other information from any of the Services licensed to customer under the Agreement. OneChannelAdmin reserves all ungranted rights. Unless expressly approved by OneChannelAdmin, customer may not allow:
(a) Contractors or other third parties to use or access the OneChannelAdmin Platform or Services for the third parties' business use or benefit;
(b) Use or access as or by an agency or service provider. customer cannot circumvent or help a third party circumvent license limitations. customer must follow all applicable laws and regulations to guarantee that neither the Technology nor any direct product thereof be exported in violation of law. customer agrees not to use any device, software, or procedure to interfere with the OneChannelAdmin Platform.
2. Load Restrictions
Customer must not place an unreasonable or disproportionately large load on the OneChannelAdmin Platform, as determined by OneChannelAdmin in its sole discretion or as referenced on the OneChannelAdmin Knowledge Center (including the number of keywords and SKUs processed by the OneChannelAdmin Platform), and OneChannelAdmin may limit or restrict customer's access if customer's activities unreasonably or disproportionately burden any OneChannelAdmin If OneChannelAdmin limits or restricts customer's access under Section 2, it will make commercially reasonable efforts to notify customer as soon as it is possible to do so. SOW may have load restrictions or exceptions.
3. Disclaimer of Warranties/Additional Responsibilities
Customer is responsible for reading and understanding the documentation relating to customer's use of module functionality. customer is responsible for contacting OneChannelAdmin to request clarification on how to use a module feature or functionality or services prior to accessing or using that module.
English 
Spanish