SOW Services

1.1These SOW Services terms (the "Agreement") govern all professional services ("Services") that Soverance Studios, LLC ("Seller") provides to a customer ("Customer") under a signed Statement of Work ("SOW").

1.2Each SOW incorporates this Agreement by reference. If this Agreement conflicts with a SOW, this Agreement controls, except where the SOW expressly amends this Agreement by specific reference to it.

1.3A SOW may be amended only by a written Change Order signed by both parties. The most recent fully executed Change Order controls over the SOW and earlier Change Orders.

1.4The version of this Agreement in effect on a SOW's Effective Date governs that SOW, unless both parties agree in writing to adopt a later version.

Standard Business Hours: 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays.

Deliverables: any work product Seller provides to Customer under a SOW, including scripts, code, configurations, documentation, and reports.

Customer Data: data, content, and information owned or controlled by Customer, including data in Customer's systems and tenants that Seller accesses in performing the Services.

Seller Materials: Seller's pre-existing or independently developed tools, scripts, code, templates, methodologies, and know-how, and any improvements to them.

3.1Fees and billing basis (time and materials or fixed fee), rates, and expenses are specified in each SOW.

3.2Seller will invoice as set out in the SOW. Unless the SOW states otherwise, Seller invoices time-and-materials Services monthly in arrears.

3.3Payment terms are Net 30. Customer will pay each undisputed invoice within thirty (30) days of the invoice date.

3.4Customer must notify Seller in writing of any invoice dispute within fifteen (15) days of receiving the invoice, describing the disputed amount in reasonable detail, and must pay the undisputed portion on time. The parties will work in good faith to resolve disputes.

3.5Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Seller may suspend Services on ten (10) days' written notice if undisputed amounts are more than thirty (30) days overdue.

3.6Fees exclude taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Seller's income.

Customer will provide timely access, information, decisions, and personnel reasonably needed for Seller to perform the Services, as further described in the SOW. Seller isn't responsible for delays or added cost caused by Customer's failure to do so, and any such impact may be addressed by Change Order.

5.1Unless otherwise specified in the SOW, Seller retains all right, title, and interest in and to all Deliverables and Seller Materials, including all intellectual property rights in them.

5.2Upon Customer's payment in full of the fees due under the applicable SOW, Seller grants Customer a non-exclusive, perpetual, royalty-free, non-transferable license to use, copy, and modify the Deliverables for Customer's internal business purposes.

5.3Customer retains all rights in Customer Data and in Customer's own pre-existing materials. Nothing in this Agreement transfers ownership of Customer Data to Seller.

5.4Nothing in this Agreement restricts Seller from using general skills, knowledge, and experience gained while performing the Services, or from developing similar work for others, provided Seller doesn't use Customer's Confidential Information.

6.1"Confidential Information" means non-public information either party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data.

6.2The receiving party will use Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will disclose it only to personnel and permitted subcontractors who need to know it and are bound by obligations at least as protective as these.

6.3Exclusions: information that is public through no fault of the recipient, already known to the recipient, independently developed, or rightfully received from a third party without a duty of confidentiality. A party may disclose information if legally compelled, after giving prompt notice where permitted.

6.4On request, or at the end of the SOW, the receiving party will return or destroy the other party's Confidential Information, except copies it must retain by law.

6.5These obligations survive for three (3) years after the SOW ends, and indefinitely for Customer Data and trade secrets.

7.1Seller will access Customer Data only as needed to perform the Services, using accounts and methods that Customer provides or approves, and will relinquish that access when the Services end.

7.2Customer is responsible for identifying, in writing, any Customer Data that is subject to special handling requirements (for example, Controlled Unclassified Information or export-controlled technical data under ITAR or EAR), and for communicating any personnel or handling restrictions that apply. Seller will comply with the written handling requirements Customer provides.

7.3Customer is responsible for maintaining backups of Customer Data, except where a SOW expressly assigns backup responsibility to Seller.

8.1Seller warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

8.2Customer's exclusive remedy, and Seller's sole obligation, for breach of this warranty is for Seller to re-perform the non-conforming Services at no additional charge, provided Customer notifies Seller in writing within thirty (30) days after the Services are performed.

8.3EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Seller doesn't warrant that third-party products or services (including Microsoft cloud services) will operate without interruption or error.

9.1NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW, EVEN IF ADVISED OF THEIR POSSIBILITY.

9.2EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO A SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT SOW IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

9.3The limits in 9.1 and 9.2 don't apply to a party's gross negligence or willful misconduct, breach of Section 6 (Confidentiality), or Customer's payment obligations.

Each party will defend and indemnify the other against third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct in connection with a SOW, provided the indemnified party gives prompt notice, reasonable cooperation, and control of the defense.

11.1Each SOW remains in effect until its Services are complete, unless terminated earlier as stated in the SOW or this Agreement.

11.2Either party may terminate a SOW as provided in that SOW. Either party may also terminate a SOW on written notice if the other party materially breaches it and fails to cure the breach within fifteen (15) days of written notice.

11.3On termination, Customer will pay for all Services performed and expenses incurred through the termination date. Sections 3, 5, 6, 7, 8.3, 9, 10, and 12 survive termination.

Independent contractor. Seller is an independent contractor. Nothing creates an employment, partnership, or agency relationship.

Subcontractors. Seller won't subcontract Services without Customer's prior written consent.

Non-exclusivity. Seller may provide services to others.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

Assignment. Neither party may assign a SOW without the other's written consent, except to a successor in a merger or sale of substantially all assets.

Notices. Written notices go to each party's Contact Person or the address in the SOW. Email is sufficient for operational notices.

Governing law and venue. Georgia law governs, without regard to conflict-of-law rules. Venue lies in the state or federal courts located in Dawson County, Georgia.

Entire agreement. This Agreement and the applicable SOW (including its Change Orders and exhibits) are the entire agreement for the Services and supersede prior proposals and discussions. Customer purchase-order terms don't apply.

Severability and waiver. If any provision is unenforceable, the rest remains in effect. Failure to enforce isn't a waiver.