Client Portal

Master Services Agreement

Published:

5/5/2026

Effective:

6/1/2026

Table of contents:

1) Definitions

2) Agreement Overview

3) Termination

4) Ownership

5) Terms of Use

6) Fees, Costs & Invoicing

7) Service Subscriptions

8) Warranty, Indemnification and Limitation of Liabilities.

9) Confidentiality

10) Indemnification of Third-party Claims

11) Provider’s Hardware & Equipment.

12) Additional Terms

This Master Services Agreement (the “Agreement”) is between Valor Technologies LLC, a Wisconsin limited liability company (“Valortech” or the “Provider”), and the entity or individual making purchases or entering business arrangements under this Agreement (“You”, “Your”, or “Client”), and it is effective as of the Effective Date listed below.

NOTICE:

YOU ARE ENCOURAGED TO READ THE TERMS OF THIS AGREEMENT CAREFULLY.
BY CLICKING “I AGREE” WHEN PROMPTED, SIGNING BELOW, OR BY ORDERING, PURCHASING, ACCEPTING, RESELLING, OR USING PROVIDER PRODUCTS AND SERVICES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ACCEPT THE FOREGOING ON BEHALF OF A BUSINESS, YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO CONTRACTUALLY BIND SAID BUSINESS; AND, FUR THERMORE, YOU REPRESENT THAT ANY REFERENCE TO “YOU” SHALL INCLUDE SAID BUSINESS
DO NOT SIGN, AGREE, OR OTHERWISE ACCEPT THIS AGREEMENT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN, YOU SHOULD CEASE USING PROVIDERS PRODUCTS AND SERVICES AND CONTACT PROVIDER FOR FURTHER INFORMATION.
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND ANY DOCUMENTS REFERRENCED IN THIS AGREEMENT, MAY BE PERIODICALLY UPDATED AND REVISED FROM TIME TO TIME BY PROVIDER, NOTICE OF ANY UPDATES OR REVISIONS SHALL BE PROVIDED TO YOU VIA THE E-MAIL ADDRESS ON RECORD FOR THIS AGREEMENT, NO LESS THAN 30 DAYS PRIOR TO THE UPDATES AND REVISIONS BEING IMPLEMENTED. YOU AGREE THAT YOU SHALL BE BOUND BY THESE UPDATES AND REVISIONS AND THAT BY FAILING TO PROVIDE WRITTEN TOTICE OF TERMINATION(AS PROVIDED BELOW), SHALL CONSTITUTE AGREEMENT AND ACCEPTANCE OF ANY SUCH UPDATES OR REVISIONS.

1) Definitions

For purposes of this Agreement, the following terms shall have the definitions as provided below:

Provider: Shall mean Valor Technologies LLC, its agents, employees, and/or assigns.

You/Your, or Client: Shall mean the person and/or entity purchasing and/or utilizing Provider’s Products and Services and signing this Agreement.

Agreement: Any reference to the Agreement shall mean this Master Services Agreement.

Effective Date: Shall mean the sooner of acceptance of this Agreement, placing an order for Products and Services with provider, using or reselling Products and Services sourced from Provider, Provider receiving payment for Products and Services, commencement of any work on any proposal, Provider issuing credentials for using Products and Services, or successful completion of the initial consultation and/or onboarding.

Term: Shall mean all service periods under this Agreement including but not limited to any Subscription Terms associated with it. Subject to the requirements of Wis. Stat. § 134.49, the Term is defined as follows:

The Initial Term of this Agreement shall be Thirty-six (36) Months, which shall commence on the Effective Date and shall continue until the last day of the month in which the Initial term ends.

After completion of the Initial term, this Agreement shall automatically renew for a term of Twelve (12) months (herein the “Renewal Term”), unless either party notifies the other, in writing, of its intent to Terminate the Agreement at least Ninety (90) days before the end of the Initial Term or any subsequent Renewal Term.

The Initial Term together with any and all Renewal Terms shall be referred to herein collectively as the “Term”.

2) Agreement Overview

a) Purpose: This Agreement governs the relationship and interactions between You and Provider, including but not limited to, purchasing, using, or reselling Provider’s comprehensive suite of Products and Services.

b) Entire Agreement: This Agreement, and all referenced or hyperlinked material, which are incorporated by reference, constitute the final and complete agreement between You and Provider regarding your relationship and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating to the subject matter hereof.

c) Amendments and Modifications: Provider may update this Agreement, including any referenced documents, from time to time. Provider will notify You of changes by posting the updated Agreement on the appropriate portal or website, and/or by sending a message to the primary account user for You or Your organization. The updated Agreement becomes effective thirty (30) days from notice unless You notify Provider that You object within the thirty (30) days. No amendments, modifications, or waivers to this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

3) Termination

a) Termination for Breach: Either party may terminate this Agreement if the other party commits a material breach of the terms of this Agreement and fails to remedy, or take reasonable steps to remedy, the material breach within thirty (30) days of receipt of written notice of the material breach from the breaching party.

i) Immediate Termination for Non-Payment: Provider may terminate this Agreement and/or any Service Subscription at its discretion, effective immediately, for non-payment that is not cured within ten (10) days after notice.

b) Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual written agreement of the Parties.

c) Effect of Termination: Termination of this Agreement shall not affect rights or obligations of the parties that arose prior to termination unless otherwise provided herein. Rights or obligations intended to survive termination (including but not limited to confidentiality, indemnification, and limitation of liability provisions) shall remain in effect. The specific consequences of termination shall depend on the type of termination, as follows:

i) Termination for Breach

(1) If this Agreement is terminated due to a material breach by either party, the non-breaching party shall have the right to:

(a) Immediately cease performance of its obligations under this Agreement.

(b) Seek recovery of damages arising from the breach, including costs and fees reasonably incurred in connection with enforcement.

ii) Termination for Non-Payment

(1) If this Agreement is terminated by Provider due to Your non-payment:

(a) Provider may withhold or suspend access to all Products and Services, including Service Subscriptions, until outstanding payments are brought current.

(b) You shall be liable for all amounts due under the Agreement, including any prorated fees for work completed prior to termination.

iii) Termination Upon Completion of Service Subscriptions

(1) If this Agreement is terminated upon the completion, cancellation, or expiration of all active Service Subscriptions:

(a) All Provider Equipment must be returned to Provider, within ten (10) days

(b) Provider will retain the right to delete Your data from its systems, unless otherwise required by applicable law or contract.

(c) You shall confirm in writing that all obligations under this Agreement and all outstanding fees have been satisfied in full.

iv) Termination Upon Mutual Agreement

(1) If this Agreement is terminated upon mutual agreement of parties:

(a) All Provider Equipment must be returned to Provider within ten (10) days).

(b) Provider will retain the right to delete Your data from its systems, unless otherwise required by applicable law or contract.

(c) You shall confirm in writing that all obligations under this Agreement and outstanding fees have been satisfied in full.

v)General Provisions for All Termination Scenarios

(1) Provider may retain any data required to comply with applicable legal obligations or as otherwise stated in the Privacy Policy. (https://valortech.io/privacy)

(2) You shall indemnify and hold Provider harmless for any damages incurred due to Your non-compliance with post-termination obligations, including return of Provider Equipment and satisfaction of all outstanding fees.

4) Ownership

a) Ownership of Your Data/Information. You retain all right, title, interest, and any other form of ownership to all data and/or information that You, whether directly or indirectly, provide to Provider.

b) Ownership by Provider. You acknowledge and agree that Provider, and Provider’s licensors, retain all title to and ownership of, all intellectual property rights including, without limitation, any patent, trademark, copyright, or trade secret right, relating to the Products and Services. You expressly acknowledge that You do not currently have, and shall not acquire by virtue of this Agreement, proprietary rights whatsoever of any kind in or over any adaptation, modification, derivation, addition, or extension to the Products and Services, whether made by Provider or You, to include any adaptation, modification, derivation, addition, or extension to Products and Services made by Provider in response to a request or suggestion by You.

5) Terms of Use

a) General Usage Terms:

i) Compliance with Laws: You agree to comply with all applicable laws, regulations, and industry standards, when using Provider’s Products and Services. You shall not use the services for any illegal or unauthorized purposes.

ii) Authorized Use: You shall ensure that use of Provider's Products and Services is limited to individuals who are authorized by You. You are responsible for maintaining the confidentiality of any login credentials and for any activity that occurs under Your account.

iii) Acceptable Use: You agree not to engage in any activities that may harm or interfere with the performance, security, or integrity of Provider's Products and Services, including but not limited to: introducing malicious software or code; attempting to gain unauthorized access to Provider’s systems; conducting any form of network monitoring or data mining; using the services to transmit unsolicited or unauthorized advertising, spam, or other illegal forms of solicitation.

b) Usage Restrictions:

i) Prohibited Activities: You are expressly prohibited from:

(1) Reselling, redistributing, or sublicensing the Products and Services without explicit written consent from Provider, except where such activities are explicitly allowed under this Agreement.

(2) Using Provider’s Products and Services to create a competing product or service.

(3) Reverse engineering, decompiling, or disassembling any part of Provider’s Products and Services.

ii) Resource Limits: You agree to abide by any usage limits (e.g., storage, bandwidth, etc.) that Provider may impose to ensure the stability and performance of the Products and Services, as adjusted from time to time, in the Provider’s sole discretion.

c) Data Use and Protection:

i) Data Security:

(1) Implementation of Security Measures: Provider will implement and maintain reasonable and appropriate technical, administrative, and physical safeguards to protect Your data against unauthorized access, disclosure, alteration, and destruction. You acknowledge that no method of transmission over the Internet or other method of electronic storage is 100% secure. Accordingly, Provider cannot guarantee absolute security of Your data but will make commercially reasonable efforts to protect it. These measures will align with industry standards and applicable legal requirements.

(2)Security Incident Response: In the event of a security incident involving Your data, Provider will promptly notify You in accordance with applicable laws. Provider will cooperate with You to investigate and mitigate any such incident, including providing necessary information to comply with any legal obligations regarding breach notifications.

ii) Data Processing and Privacy Compliance:

(1) Compliance with Data Protection Laws: Provider will comply with all applicable data protection laws and regulations, including but not limited to the California Consumer Privacy Act (CCPA) and other relevant state and federal laws. Provider will process personal data only in accordance with Your instructions and the terms of this Agreement.

(a) CCPA Compliance: Provider is committed to complying with the California CCPA and other applicable data protection laws. For detailed information on Your rights under the CCPA, including how to opt-out of the sale of personal information, request data deletion, and more, please refer to our Privacy Policy, which is incorporated by reference into this Agreement. In the event of any discrepancies between this Agreement and the Privacy Policy concerning CCPA rights, the Provider’s Privacy Policy shall control.

(2) Service Provider Obligations: As a service provider under the CCPA, Provider agrees not to (1) sell personal data; (2) retain, use, or disclose personal data for any purpose other than for the specific purpose of performing the Products and Services specified in this Agreement or as otherwise permitted by the CCPA; (3) retain, use, or disclose personal data outside of the direct business relationship between Provider and You.

iii) Your Responsibilities:

(1) Data Accuracy: You are responsible for ensuring that the data you provide to Provider is accurate, complete, and up-to-date.

(2) Data Protection Compliance: You are responsible for complying with all applicable data protection laws and regulations concerning the data you provide to Provider. This includes obtaining any necessary consents from data subjects and providing any required notices regarding the processing of their personal data.

iv) Data Backup and Retention:

(1) Backup Responsibility: While Provider will implement reasonable measures to protect your data, You are responsible for maintaining backup copies of Your data. Provider is not liable for any loss of data except to the extent such loss is directly caused by Provider’s negligence or willful misconduct.

(2) Data Retention: Provider will retain Your data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws. Upon termination of this Agreement, Provider will delete Your data, unless otherwise required by law.

v) Data Subject Rights:

(1) Access and Rectification: Provider will assist You, as reasonably necessary, in responding to any requests from data subjects to exercise their rights under applicable data protection laws, including rights of access, rectification, erasure, restriction of processing, data portability, and objection.

(2) Requests and Complaints: If Provider receives any request or complaint from a data subject regarding the processing of their personal data, Provider will promptly notify You and provide reasonable assistance to address the request or complaint, in accordance with applicable laws.

vi) International Data Transfers: If Your data, including personal data, is transferred from the European Economic Area (EEA) or other regions with data transfer restrictions, Provider will ensure that such data transfers are compliant with applicable data protection laws. This may include entering into standard contractual clauses or other appropriate safeguards as required by law.

vii) Data Anonymization and Aggregation:

(1) Anonymized Data: Provider may anonymize Your data so that it no longer identifies You or any data subject and use such anonymized data for its own purposes, including improving its services and creating aggregated statistical data.

(2) Aggregated Data: Provider may use aggregated data derived from Your use of the Products and Services for analytical and benchmarking purposes, provided that such data does not identify You or any data subject.

(3) Audit Rights: Upon Your written request, Provider will provide documentation reasonably necessary to demonstrate compliance with this Section and applicable data protection laws. If required by applicable law, Provider will allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You.

d) Service Availability and Maintenance:

i) Service Availability: Provider will use commercially reasonable efforts to ensure the Products and Services are available with minimal interruptions. However, Provider does not guarantee uninterrupted access to the Products and Services. Scheduled maintenance, emergency repairs, or unavoidable circumstances may cause temporary interruptions. Provider shall not be liable for any downtime or interruptions, provided that Provider will use reasonable efforts to provide You with advance notice of scheduled maintenance that may affect service availability. In the event of unscheduled downtime, Provider will work diligently to restore Products and Services as promptly as possible.

ii) Scheduled Maintenance: Provider reserves the right to perform scheduled maintenance, which may cause temporary disruptions in service. Provider will provide You with advance notice of any scheduled maintenance.

e) Support and Escalation:

i) Technical Support: Provider will provide technical support for the Products and Services as outlined in the applicable Service Level Agreement (SLA).

ii) Escalation Process: In the event of unresolved issues, You may escalate the matter by following Provider’s escalation procedures, which will be provided upon request.

f) Third-Party Products:

You understand and agree that the purchase and use of third-party products and warranties, including but not limited to cyber warranties, are governed by separate terms and conditions provided by the applicable third-party company/ies. Any data shared with third-party providers in the course of using these products is subject to both the Privacy Policy of Provider and the respective third-party’s privacy policy. Provider disclaims any liability for the actions or policies of these third parties, as detailed further in the Privacy Policy. These third-party terms are independent of this Agreement, and any issues arising from them are solely between You and the third-party company

i)Claims Processing and Cooperation: You agree to cooperate fully with any claims processing procedures required by third-party providers, including but not limited to providing access to relevant data, records, and personnel. Failure to comply with these requirements may result in the denial of warranty claims by the third-party provider, and Provider shall bear no liability for such denials.

g) Provider’s Intellectual Property:

You acknowledge that all intellectual property rights in the Products and Services, including but not limited to software, documentation, and trademarks, are owned by Provider or its licensors.

h) License Grant:

Subject to the terms and conditions of this Agreement, Provider grants You a non-exclusive, non-transferable license to use the Products and Services solely for Your internal business operations or for reselling in accordance with this Agreement.

i) Breach of Terms & Termination of Use:

Provider reserves the right to terminate or suspend Your access to the Products and Services immediately if You breach any terms of this Agreement or engage in prohibited activities. Upon termination, You must cease all use of the Products and Services and return or destroy any Provider materials in Your possession.

j) Additional Terms:

In addition to the Terms of use outlined above, the pages linked below are incorporated by reference in this Agreement.

6) Fees, Costs & Invoicing

a) https://www.valortech.io/terms/billing

7) Service Subscription

a) Overview: As part of the Products and Services defined in Section 1(a), the following are available as subscription-based services (collectively, the " Service Subscriptions"):

i) Valor Guard

ii) Valor Protect

iii) Valor Cloud

iv) Valor Safe

b) Standard of Service:

i) Compliance with SLAs: The SLAs referenced above set forth the standard for Provider's provision of Products and Services. Provider commits to delivering Products and Services in accordance with the terms specified in the relevant SLA for each product line.

ii) Performance Metrics: Each SLA includes detailed performance metrics, response times, and resolution times specific to the product line, which Provider strives to meet consistently.

c) Onboarding Phase and Safe Harbor Provision:

i) Onboarding Period: The initial ninety (90) days after the effective date of this Agreement shall be considered the onboarding phase (“Onboarding Phase”). During this period, Provider will be setting up and integrating its Products and Services with Your systems and processes.

(1) Valortech is not liable for any delays in the Onboarding Period caused by Your outgoing providers, it is Your responsibility to ensure that the outgoing provider works diligently with Valortech to transition all necessary services, licenses, and any other information necessary to complete the Onboarding Period.

ii) Safe Harbor: During the Onboarding Phase, Provider shall not be deemed in breach of this Agreement for failing to meet all SLA line items. This provision acknowledges that full compliance with SLAs may be impracticable until the Onboarding Phase is complete.

iii) Adjustments and Improvements: Provider will work diligently during the Onboarding Phase to identify and address any issues that may affect service delivery. You agree to cooperate with Provider in good faith to facilitate a smooth and efficient onboarding process.

d) Post-Onboarding Compliance:

i) Full SLA Compliance: After the Onboarding Phase, Provider shall adhere strictly to the SLAs for each product line. Any failures to meet SLA obligations post-onboarding shall be subject to the terms and remedies specified in this Agreement and the relevant SLA.

e) Ongoing Monitoring and Reporting:

Provider will continuously monitor service performance and provide regular reports to You as specified in the relevant SLA. This includes performance metrics, incident reports, and any other agreed-upon data.

8) Warranty, Indemnification and Limitation of Liabilities.

a) Mutual Warranties of Parties. Provider warrants that it is in compliance with all laws, rules, and regulations applicable to it performance under this Agreement. You warrants that You are in compliance with all laws, rules, and regulations applicable to Your performance under this Agreement.

b) Provider Warranties. Provider warrants that all Products and Services, including Service Subscriptions, are performed or offered in a professional and workmanlike manner by qualified employees in accordance with generally accepted industry standards for the information and technology industry, will be free from defects, and will conform to any mutually agreed-upon specifications. Provider warrants that Provider Equipment installed for Your use will be properly installed and maintained by qualified personnel, will be free from defects in material and workmanship, and will conform to any agreed-upon specifications. Provider shall repair or replace any Provider Equipment installed found to be defective.

c) Third Party Warranties.

i) No Warranties on Third-Party Products: Provider makes no warranties, express or implied, with respect to any third-party products or services, including but not limited to cyber warranties offered by third-party warranty companies. Any warranties provided with respect to such third-party products or services are solely those of the third-party provider, and Provider disclaims all responsibility for such warranties. Provider shall not be liable for any loss arising from reliance on third-party warranties or failures, including but not limited to the third party's inability to fulfill their contractual obligations.

ii) Liability Disclaimer on Third-Pary Products: Provider shall not be liable for any defaults, failures, or issues arising from third-party warranty companies, including but not limited to cyber warranty providers. You agree that any claims related to third-party warranties must be directed to the respective third-party provider..

iii) Third-Party Terms and Conditions: Customer acknowledges that the use of third-party warranties, including but not limited to cyber warranties, is subject to separate terms and conditions provided by the third-party provider. Customer agrees to be bound by those terms and conditions and understands that they are distinct from Provider’s own terms and warranties.

d) Third Party Warranties.

i) Warranty Disclaimer:

(1) EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, PROVIDER DOES NOT WARRANT THE PRODUCTS AND SERVICES PERFORMED UNDER THIS AGREEMENT, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

ii) Cyber Attacks Disclaimer:

(1)PROVIDER DOES NOT WARRARNT YOUR LIKELIHOOD OF FALLING VICTIM TO AN OFFENSIVE MANEUVER THAT TARGETS COMPUTER INFORMATION SYSTEMS, COMPUTER NETWORKS, INFRASTRUCTURES, OR PERSONAL COMPUTER DEVICES (A “CYBER ATTACK”) WHILE USING PROVIDER’S PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO SERVICE SUBSCRIPTIONS AND YOU ACKNOWLEDGE AND AGREE THAT CERTAIN ACTIONS OR INACTIONS TAKEN BY YOU AND OR YOUR EMPLOYEES, OFFICERS, OWNERS, PARTNERS, MEMBERS, DIRECTORS, SUBSIDIARIES, TRUSTEES, ATTORNEYS, FIDUCIARIES, AND/OR AGENTS MAY INCREASE THE LIKELIHOOD OF YOU FALLING VICTIM TO A CYBER ATTACK.

e) Limitation of Liability and Damages:

i) Limitation of Damages on Relating to Provider’s Performance.

(1) IN NO EVENT SHALL PROVIDER BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM DATA BREACHES, CYBERSECURITY INCIDENTS, OR LOSS OF DATA, EXCEPT WHERE SUCH DAMAGES RESULT DIRECTLY FROM PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PROVIDER’S LIABILITY TO YOU, IF ANY, SHALL NOT EXCEED THE GREATER OF: (I) THE FULL AMOUNT OF ANY RECOVERY FROM ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, AN INSURANCE COMPANY, AS A RESULT OF A CLAIM OR OTHERWISE, OR (II) AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID HEREUNDER BY YOU TO PROVIDER. THE LIMITATIONS OR EXCULPATIONS OF LIABILITY SET FORTH ABOVE, AND THE LIMITATIONS ON INDEMNIFICATION, SHALL NOT APPLY TO A FAILURE OF PROVIDER OR YOU TO COMPLY WITH STATE AND FEDERAL LAWS RELATING TO DATA SECURITY AND PRIVACY.

ii) Limitation of Liability and Damages on Third-Party Products.

(1) Provider’s liability under this Agreement does not extend to any third-party products or warranties, including but not limited to cyber warranties offered by third-party warranty companies. Provider shall not be liable for any direct, indirect, incidental, or consequential damages resulting from third-party warranties, including any failure by the third-party warranty company to honor their obligations.

f) Indemnification:

i) Each party shall indemnify, defend, and hold harmless, the other party from and against any demand, claim, damage, liability, loss, cost or expense, including reasonable attorneys’ fees (collectively “Damages”) that such party indemnitee may sustain as a result of a third-party’s claim; judgement, or otherwise that arises out of (i) any misrepresentation made by the indemnitor, or (ii) any failure by the indemnitor to perform its obligations under this Agreement. All indemnifiable Damages sought by the indemnitee shall be net of any insurance proceeds received by indemnitee with respect to such claim (less the present value of any premium increases occurring as a result of such claim).

ii) Intellectual Property Indemnification: Provider shall indemnify, defend, and hold You harmless from Damages arising out of any third-party claim that Provider’s Products and Services hereunder infringes or misappropriates any patent, copyright, trade secret, or other intellectual property right of any third party. Conversely, You shall indemnify, defend, and hold Provider harmless from Damages arising out of any third-party claim that any materials, specifications, or proprietary information provided by You to Provider infringes or misappropriates any patent, copyright, trade secret, or other intellectual property right of any third party.

iii) Limitation of Indemnification. In no event shall the aggregate liability of Indemnitor exceed $2,000,000. However, nothing in this Section shall limit a party in exercising or securing any remedies provided by applicable common law with respect to the conduct of the other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that a party successfully proves intentional fraud or intentional fraudulent conduct on behalf of the other in connection with this Agreement.

9) Warranty, Indemnification and Limitation of Liabilities.

a) General Confidentiality Terms. Should there be no pre-existing General Confidentiality Agreement or Non Disclosure Agreement in place between You and Valortech, and which would supersede it, the General Confidentiality Agreement and Non-disclosure Terms document, which can be accessed at the following hyperlink, and which is hereby incorporated into this Agreement by reference, shall dictate the terms of Confidentiality between You and Valortech.

By entering into this Agreement, You acknowledge that You have read the General Confidentiality Agreement and Non-disclosure Terms and agree to be bound by them. (https://www.valortech.io/terms/nda)

b) Cyber Attack Mitigation & Disclosure. If You are a victim of a Cyber Attack. You hereby expressly authorize Provider to produce any of audio recordings, videotape, e-mail, instant messages, word processing documents, spreadsheets, databases, calendars, telephone logs, contact manager information, Internet usage files, and all other electronic information created, received, and/or maintained by You on Your computer systems (collectively, “Documents and Data”) requested by any individual, company, governmental body, or similar entity who has a fiduciary, contractual, or legal obligation to advise, remedy, negotiate, investigate, or otherwise assist You throughout the cyber-attack. You acknowledge that a disclosure of Your Documents and Data under this Section could be comprised of confidential information belonging to, but not limited to, You and each of Your affiliates, parents, successors, predecessors, and the subsidiaries, directors, trustees, owners, members, partners, shareholders, officers, agents, and employees and Your affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Your Affiliates”). This includes data processed or stored through Provider’s Products and Services, including Service Subscriptions.

c) Indemnification of Your Affiliate’s Claims Against Provider. You shall indemnify, defend, and hold harmless the Provider from and against any demand, claim, damage, liability, loss, cost or expense, including reasonable attorneys’ fees (collectively “Damages”) asserted by Your Affiliates that arises from Provider’s disclosure.

10) Indemnification of Third-party Claims

a) Indemnification by Provider: Provider shall indemnify, defend, and hold harmless You and Your officers, directors, employees, agents, and affiliates from and against any and all demands, claims, damages, liabilities, losses, costs, or expenses, including reasonable attorneys’ fees (collectively “Damages”), arising out of or in connection with any third-party claim resulting from (i) any misrepresentation made by Provider, (ii) Provider’s failure to perform its obligations under this Agreement, (iii) any breach of data protection or security obligations, or (iv) infringement of any intellectual property rights by Provider’s Products and Services.

b) Indemnification by You: You shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all demands, claims, damages, liabilities, losses, costs, or expenses, including reasonable attorneys’ fees (collectively “Damages”), arising out of or in connection with any third-party claim resulting from (i) any misrepresentation made by You, (ii) Your failure to perform Your obligations under this Agreement relating to Products and Services, or (iii) any breach of data protection or security obligations as outlined in Section 4.

c) Indemnification Process: The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought. The indemnifying party shall have control of the defense and settlement of such claim; however, the indemnified party shall have the right to participate in such defense at its own expense.

d) Limitations and Cap on Indemnification: The indemnitor shall not be obligated to pay any amounts for indemnification under this Section 10 until the aggregate indemnification obligation hereunder exceeds $2,000,000, whereupon the indemnitor shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the indemnitor exceed $2,000,000. However, nothing in this Section 10 shall limit a party in exercising or securing any remedies provided by applicable common law with respect to the conduct of the other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that a party successfully proves intentional fraud or intentional fraudulent conduct on behalf of the other in connection with this Agreement.

e) Insurance Proceeds: All indemnifiable Damages sought by the indemnitee shall be net of any insurance proceeds received by indemnitee with respect to such claim (less the present value of any premium increases occurring as a result of such claim).

11) Provider’s Hardware & Equipment.

a) Ownership & Return of Property. You acknowledge and agree that Provider retains full ownership and title of any and all equipment Provider furnishes to You in its performance of this Agreement (“Provider Equipment”), regardless of possession. Furthermore, during the term of this Agreement, Provider shall retain ownership of the administrative passwords, backups, data residing on Provider Equipment and shall not release these access credentials, or data until all payments for any Products and Services, including Service Subscriptions, is received by Provider. If this Agreement be terminated by either party, You shall return all Provider Equipment to Provider within ten (10) days after the date on which termination is effective.

b) Maintenance and Repair by Provider. You acknowledge and agree that Provider Equipment is to be maintained or serviced only by Provider, without exception.

c) No-Tampering & Security Breach. You, and Your employees, agents, members, or third-party contractors shall not tamper, attempt repair or service, or otherwise alter Provider Equipment. Any of the aforementioned conduct will be identified as a breach of security by the Provider. A breach of security so identified will be deemed as Your material breach of this Agreement and Provider will be entitled to seek all remedies available at law or in equity.

d) Provider’s Right to Self-Help Recovery of Provider Equipment. If You default, or if this Agreement is terminated by either party, then You shall grant Provider reasonable access to any site You own, lease, or otherwise use or occupy wherein Provider Equipment may be located, to allow Provider to remove all of Provider's Equipment, and all efforts to recover such property will be deemed consensual and not a trespass. You agree to fully cooperate and will not interfere in Provider’s efforts to recover Provider Equipment.

e) Provider’s Right to Lien on Provider’s Hardware and Equipment. Provider retains the right to file a line against any Provider Owned Hardware and Equipment, stored, utilized, or otherwise placed on your property at any time during this Agreement. This includes but is not limited to filing UCC Financing Statements, Mechanics Liens, or any other lien or protective measure allowed under Wisconsin Law.

12) Additional Terms

a) Insurance Requirement. The parties will maintain insurance under this Agreement including general liability, professional liability, and other insurance as appropriate to protect from any claims, demands, and liabilities from the performance under this Agreement. A party may request proof of coverage(s) of the other party from time to time, and such proof will not be unreasonably withheld.

b) Additional Insured Requirement. You agree to make all logical and reasonable attempts to keep Provider Equipment, as part of the Products and Services, safe, secure, and protected while in Your possession. You shall acquire and maintain insurance coverage on Provider Equipment and list Provider as an additional insured on said policies. Within thirty (30) days of obtaining the applicable insurance policies, You shall provide proof of coverage to Provider that Provider is (i) listed as an additional loss payee and (ii) is listed as a loss payee specifically for mobile equipment coverage (servers).

c) Assignment. You shall not assign this Agreement without the written permission of the Provider, and such permission not to be unreasonably withheld.

d) Change of Control. Provider may assign or otherwise transfer its rights, interests, and obligations under this Agreement with thirty (30) days advanced notice.

e) Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Wisconsin, regardless of choice of law requirements. The parties hereby consent to the exclusive jurisdiction of Waukesha County Circuit Court for the purpose of any suit, action or proceeding arising out of or related to this Agreement and expressly waive all objections they may have as to venue in any of such courts.

f) Relationship of Parties. Nothing in this Agreement shall be understood or construed to create or imply any relationship between the parties in any joint venture, employer/employee, principal/agent, or partnership. Neither party shall have the authority to nor shall either party attempt to assume any obligation by or on behalf of the other party.

g) Non-Solicitation of Employees. You acknowledge that Provider’s employees are critical to servicing Provider’s clients and represent a significant investment of time and resources. Accordingly, You shall not, directly or indirectly, solicit, employ, or otherwise engage Provider’s employees, whether on Your behalf or through any affiliate or third party, for a period of two (2) years following the last date of any service provided by Provider. If You breach the terms of this Section 11(h), You shall pay Provider one hundred percent (100%) of the solicited employee’s annual salary including bonuses as liquidated damages.

h) Survival. To the greatest extent possible, all relevant Sections of this Agreement shall survive termination or expiration of this Agreement.

i) Force Majeure. Neither party shall be liable for any delay or failure to perform hereunder due to floods, riots, strikes, freight embargoes, acts of God, acts or war or hostilities of any nature, laws or regulations of any government (whether foreign or domestic, federal, state, county or municipal), failures in or unavailability of public or private communication and/or data lines or systems, pandemics, staffing shortages due to illness or quarantine, or any other similar cause beyond the reasonable control of the party affected (each, a “Force Majeure Event”). A party relying on such an event to delay or excuse its performance hereunder shall, as soon as reasonably possible, notify the other party in writing of the nature of that event and the prospects for that party’s future performance and shall thereafter, while that event continues, respond promptly and fully in writing to all reasonable requests for information from the other party relating to that event and those prospects.

If a Force Majeure Event occurs, the period of time the respective party has for performance as provided in this Agreement shall be extended one day for each day performance is delayed by such Force Majeure Event; provided, however, that in the event of a Force Majeure Event due to pandemics (including, without limitation, the COVID-19 pandemic), extension of the period of time for performance as provided in this Agreement shall not be extended for longer than fourteen (14) days without the prior written consent of the parties. Any extension permitted herein shall not extend the Term or Subscription Term of the Agreement unless both parties agree in writing.

j) Effective Date. This Agreement is effective on the first to occur of either 1) Provider’s delivery of Products and Services to You or 2) Your acceptance of the Quote or other statement of work offered by Provider.

k) Period for Bringing Claim. No claims may be made more than twelve (12) months after the date by which the fault or failure should reasonably have been discovered; failure to make such a claim within the twelve (12) month period shall forever bar the claim.

l) Severability. If any provision of this Agreement is held to be invalid, illegal, unenforceable, void, or voidable by any court of competent jurisdiction, the remainder of the Agreement, to the extent consistent with such holding, shall continue in full force and effect. The parties agree that the invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement.

m) Dispute Resolution

i) Arbitration Procedures. The parties shall attempt to settle amicably by mutual discussions any disputes, differences, or claims related to this Agreement within sixty (60) days of the date such dispute arises. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination, or breach thereof, is to be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”).

The arbitration will be conducted in English. The arbitrator or arbitrators will not have the authority to award punitive damages to either party. Each party will bear its own expenses, but the parties shall share equally the expenses of the arbitrator(s) and the AAA. Any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in Milwaukee, Wisconsin, or other location as is agreed by the parties. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Client’s failure to pay for Products and Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

ii) Period for Bringing Claim. No claims may be made more than six (6) months after the date by which the fault or failure should reasonably have been discovered; failure to make such a claim within the six (6) month period shall forever bar the claim.

iii) Continued Service. Unless Provider is bringing an action for failure to make payments by Client for Products and Services not otherwise in dispute, Provider shall continue to provide Products and Services under this Agreement, and Client shall continue to make payments to Provider, in accordance with this Agreement, during the period in which the parties seek resolution of the dispute.

NOTICE:

YOU ARE ENCOURAGED TO READ THE TERMS OF THIS AGREEMENT CAREFULLY.
BY CLICKING “I AGREE” WHEN PROMPTED, SIGNING BELOW, OR BY ORDERING, PURCHASING, ACCEPTING, RESELLING, OR USING PROVIDER PRODUCTS AND SERVICES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ACCEPT THE FOREGOING ON BEHALF OF A BUSINESS, YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO CONTRACTUALLY BIND SAID BUSINESS; AND, FUR THERMORE, YOU REPRESENT THAT ANY REFERENCE TO “YOU” SHALL INCLUDE SAID BUSINESS
DO NOT SIGN, AGREE, OR OTHERWISE ACCEPT THIS AGREEMENT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN, YOU SHOULD CEASE USING PROVIDERS PRODUCTS AND SERVICES AND CONTACT PROVIDER FOR FURTHER INFORMATION.
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND ANY DOCUMENTS REFERRENCED IN THIS AGREEMENT, MAY BE PERIODICALLY UPDATED AND REVISED FROM TIME TO TIME BY PROVIDER, NOTICE OF ANY UPDATES OR REVISIONS SHALL BE PROVIDED TO YOU VIA THE E-MAIL ADDRESS ON RECORD FOR THIS AGREEMENT, NO LESS THAN 30 DAYS PRIOR TO THE UPDATES AND REVISIONS BEING IMPLEMENTED. YOU AGREE THAT YOU SHALL BE BOUND BY THESE UPDATES AND REVISIONS AND THAT BY FAILING TO PROVIDE WRITTEN TOTICE OF TERMINATION(AS PROVIDED BELOW), SHALL CONSTITUTE AGREEMENT AND ACCEPTANCE OF ANY SUCH UPDATES OR REVISIONS.