Terms of Service.

Standard Terms and Conditions - Blue Root Technology

Last Updated: September 21, 2025

PLEASE READ THESE STANDARD TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE INTO THE AGREEMENT, STATEMENT OF WORK, SERVICE ORDER, OR OTHER CONTRACTUAL DOCUMENT (COLLECTIVELY, THE "SERVICE AGREEMENT") EXECUTED BETWEEN BLUE ROOT TECHNOLOGY AND THE CLIENT.

These Standard Terms of Service ("ToS") govern the provision of information technology managed services, consulting services, and other related services ("Services") by Blue Root Technology ("Blue Root," "we," "us," or "our") and you, the client ("Client," "you," or "your").

These ToS, together with the applicable Service Agreement (which may include, but is not limited to, a Service Agreement, Statement of Work (SOW), Service Level Agreement (SLA), Service Order, Change Order, Estimate, or Proposal) that references these Terms of Service, form the entire agreement ("Agreement") between Blue Root and Client concerning the Services specified in such Service Agreement.

By executing a Service Agreement that incorporates these ToS by reference, or by otherwise ordering or using the Services, you signify your agreement to these ToS.

1. Services and Scope:

  • 1.1. Scope: Blue Root will provide the Services as described in the applicable Service Agreement. These ToS apply to all Services provided by Blue Root to the Client, unless otherwise explicitly written in a Service Agreement signed by both parties.

  • 1.2. Service Agreements: Specific details regarding the scope of Services, deliverables, service levels, project timelines, and any specialized terms will be outlined in the relevant Service Agreement.

  • 1.3. Changes to Scope: Any changes or additions to the scope of Services defined in a Service Agreement must be mutually agreed upon in writing by both parties. 

2. Client Responsibilities:

To enable Blue Root to provide the Services effectively, the Client agrees to:

  • 2.1. Access and Information: Provide Blue Root with timely access to Client's personnel, information, systems, networks, and facilities as reasonably required for Blue Root to perform the Services.

  • 2.2. Software Licensing: Ensure that all software provided or made accessible by the Client for use in conjunction with the Services is properly licensed. Client is responsible for compliance with all third-party software license terms.

  • 2.3. Notification: Client must notify Blue Root of any issues, problems, or material changes to the Client's IT environment or operations that may affect the Services within five (5) business days. Client must notify Blue Root within five (5) business days if any third party (defined as any entity other than Client’s direct employees performing their regular duties, or Blue Root Technology and its authorized subcontractors) is granted, uses, or attempts to use administrative credentials, or accesses or seeks to modify administrative settings, functions, or configurations within Client’s IT environment, especially for systems under Blue Root's management or support.

  • 2.4. Safe Environment: Maintain a reasonable and safe working environment for any on-site work performed by Blue Root personnel, in compliance with applicable laws and regulations.

  • 2.5. Primary Contact: Appoint one or more primary contact person(s) authorized to make decisions, provide approvals, and serve as the principal point of communication with Blue Root on behalf of the Client regarding the Services.

  • 2.6. Third-Party Costs: Be responsible for the cost of any third-party hardware, software, or services not explicitly included as part of Blue Root's deliverables in the applicable Service Agreement, even if recommended or facilitated by Blue Root.

  • 2.7. Security Practices: Implement and maintain reasonable security practices for its internal network, user access credentials, and data, except where such security practices are explicitly part of the Services provided by Blue Root under a Service Agreement.

  • 2.8. Data: Client is responsible for the accuracy, quality, handling, and legality of Client Data and the means by which Client acquired Client Data.

3. Service Hours and Support:

Standard service hours, support procedures, contact information, and response time objectives for different priority issues will be defined in the applicable Service Agreement or the Standard SLA located at https://www.blue-root.com/standard-sla. Support outside of standard service hours, if available, will also be detailed in the Service Agreement or Standard SLA and may be subject to additional fees.

4. Fees, Invoicing, and Payment:

  • 4.1. Fees: Client agrees to pay Blue Root the fees for the Services (which may include charges for hardware, software, and other products) as specified in the applicable Service Agreement, Statement of Work (SOW), or estimate. Fees may be recurring (e.g., monthly, quarterly, annually), project-based, or based on product purchases.

  • 4.2. Invoicing and Payment Schedule: Invoices will be issued according to the schedule outlined in the applicable Service Agreement, SOW, or estimate. The Service Agreement, SOW, or estimate may specify requirements for advance payments, deposits, payments due upon order (e.g., for hardware or software procurement), or payments due upon reaching specific project milestones before final completion of all Services. Blue Root Technology reserves the right to require full or partial payment in advance for any hardware, software, or specific project phases, and may condition the procurement of such items or the commencement/continuation of such Services or project phases upon receipt of such payment, if so stipulated in the applicable Service Agreement, SOW, or estimate. Unless otherwise specified in the Service Agreement, SOW, or estimate (including any provisions for upfront, milestone, or deposit payments), payment for invoiced amounts is due within thirty (30) days from the invoice date.

  • 4.3. Late Payments: Overdue invoices may be subject to a late payment charge of two percent (2%) per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Blue Root reserves the right to suspend Services or withhold delivery of products for accounts that are more than thirty (30) days overdue, after providing seven (7) days’ written notice to Client.

  • 4.4. Taxes: All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, withholding, and excise taxes (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder, excluding Taxes based on Blue Root's net income. 

  • 4.5. Disputed Charges: Client must notify Blue Root in writing of any disputed charges within fifteen (15) days from the invoice date. Client agrees to pay the undisputed portion of the invoice per the payment terms. The parties agree to cooperate in good faith to resolve any disputed charges promptly.

5. Term and Termination:

  • 5.1. Term of Agreement: The term of the overall business relationship governed by these ToS shall commence upon the effective date of the first Service Agreement being signed by Client and shall continue until all Service Agreements have been completed, expired, or terminated.

  • 5.2. Term of Service Agreements: The specific initial term, renewal terms, and any conditions for non-renewal or termination for convenience related to a particular set of Services will be defined in the applicable Service Agreement.

  • 5.3. Termination for Cause: Either party may terminate a Service Agreement or this entire Agreement with immediate effect upon written notice if the other party:

    • (a) Materially breaches any provision of the Agreement (including these ToS or the relevant Service Agreement, and specifically including Client's failure to pay fees when due) and fails to cure such breach within thirty (30) days of receiving written notice detailing the breach.

    • (b) Becomes insolvent, files a bankruptcy petition, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar agent appointed for its business or property.

  • 5.4. Effect of Termination: Upon termination or expiration of a Service Agreement or this Agreement:

    • (a) Blue Root will cease providing the affected Services.

    • (b) Client will pay all outstanding fees and charges due to Blue Root for Services rendered and expenses incurred up to the effective date of termination.

    • (c) Each party will, upon request, return or (at the requesting party's direction) destroy all Confidential Information of the other party in its possession or control, subject to any data retention policies for backup or archival purposes consistent with this Agreement and applicable law.

    • (d) Blue Root may reasonably cooperate with the Client, at Client's expense, in the transition of services to another provider or in-house, as further detailed in the applicable Service Agreement or a separate transition plan.

  • 5.5. Suspension of Services: In addition to other remedies, Blue Root may suspend Services immediately, with or without notice, if Blue Root reasonably believes Client's use of the Services poses an immediate security risk, violates applicable law, infringes on third-party rights, or is suspected of breaching these ToS or Service Agreement. Blue Root will endeavor to provide notice as soon as practicable.

  • 5.6. Changes to these ToS: We may update these Terms of Service from time to time. If changes are made, we will post the new ToS on our website and update the "Last Updated" date. If you are currently covered by an active Service Agreement, we will provide written notice of any material changes. It remains the Client's responsibility to regularly review the current version of these ToS on our website to stay informed of any changes. Changes to these ToS do not terminate any ongoing Service Agreement, and the updated ToS will apply to all Services provided under active Service Agreements from the date specified in the updated ToS or notice. 

6. Confidentiality:

  • 6.1. Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business and marketing plans, technology and technical information, product plans and designs, business processes, Client Data, financial information, proprietary software, tools, methodologies, and the terms of Service Agreements.

  • 6.2. Exclusions: Confidential Information does not include information that: (a) is or becomes generally publicly known through no wrongful act of the Receiving Party; (b) was in the Receiving Party's lawful possession before disclosure without an obligation of confidentiality; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.  

  • 6.3. Obligations: The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of a similar nature (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors, and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  

  • 6.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law, court order, or governmental regulation, provided that the Receiving Party gives the Disclosing Party prior written 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.  

7. Data Privacy and Security:

  • 7.1. Client Data: Client retains all right, title, and interest in and to Client Data. "Client Data" means any data, information, or material provided, submitted, or made accessible by Client to Blue Root or otherwise processed by Blue Root on behalf of Client in the course of providing the Services.

  • 7.2. Data Security: Blue Root will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data processed by Blue Root. Specific security measures may be further detailed in the applicable Service Agreement, if executed.

  • 7.3. Compliance with Laws: Client is responsible for ensuring that its use of the Services and its data practices comply with all applicable data privacy laws and regulations. If the Services involve processing of personal data subject to specific regulations (e.g., HIPAA, GDPR, CCPA), the parties will execute a Data Processing Addendum (“DPA”) or Business Associate Agreement (“BAA”) as required.

  • 7.4. Data Backup: Unless data backup services are explicitly included in the scope of Services defined in a Service Agreement, Client is responsible for maintaining appropriate backups of its data. Blue Root shall not be liable for any loss or corruption of Client Data.

8. Intellectual Property:

  • 8.1. Pre-Existing IP: Each party retains all right, title, and interest in and to its pre-existing intellectual property ("Pre-Existing IP").

  • 8.2. Blue Root IP: Any intellectual property developed, created, or conceived by Blue Root during the provision of Services, including but not limited to software, scripts, tools, methodologies, documentation, and know-how ("Blue Root IP"), shall be and remain the sole and exclusive property of Blue Root, unless otherwise expressly agreed in writing in a Service Agreement. Subject to Client's compliance with the Agreement, Blue Root grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of the applicable Service Agreement to use such Blue Root IP solely as necessary for Client to receive and use the Services.

  • 8.3. Client IP: Client grants Blue Root a limited, non-exclusive, royalty-free license to use Client's Pre-Existing IP and Client Data solely as necessary for Blue Root to perform the Services under the Agreement.

9. Warranties and Disclaimers:

  • 9.1. Blue Root Warranty: Blue Root warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards applicable to similar services. Client's sole and exclusive remedy for a breach of this warranty shall be, at Blue Root's option, either (a) re-performance of the non-conforming Services, or (b) a refund of the portion of fees paid for the non-conforming Services. Client must report any breach of this warranty in writing within thirty (30) days of the performance of the relevant Services. This does not cover any hardware or include any warranties provided by third-parties. 

  • 9.2. Client Warranty: Client warrants that: (a) it has all necessary rights, licenses, and consents to provide Client Data and any other materials (including third-party software or hardware) it makes available to Blue Root for use in connection with the Services; and (b) Blue Root's use thereof in accordance with the Agreement will not infringe, misappropriate, or violate any third-party rights (including intellectual property rights or privacy rights).

  • 9.3. DISCLAIMER OF OTHER WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 9.1, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BLUE ROOT MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. BLUE ROOT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY AND THE USE OF INTERCONNECTED SYSTEMS THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION, DATA, AND PROPERTY.  

10. Limitation of Liability:

  • 10.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLUE ROOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

  • 10.2. LIMITATION OF DIRECT DAMAGES: EXCEPT FOR CLIENT'S PAYMENT OBLIGATIONS, LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 6), A PARTY'S INDEMNIFICATION OBLIGATIONS (SECTION 11), OR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO BLUE ROOT UNDER THE APPLICABLE SERVICE AGREEMENT(S) GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.  

  • 10.3. Third-Party Products: Blue Root assumes no liability for any damages caused by third-party products or services, including hardware, software, or services provided by other vendors, unless such products or services are expressly resold by Blue Root under a specific warranty, and then only to the extent of any pass-through warranties provided by the third-party vendor and explicitly stated in a Service Agreement. Blue Root reserves the right to charge for Services related to facilitating third-party warranties.

11. Indemnification:

  • 11.1. Indemnification by Blue Root: Blue Root will defend, indemnify, and hold harmless Client, its officers, directors, and employees from and against any third-party claims, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to a claim that the Services, as provided by Blue Root and used by Client in accordance with the Agreement, directly infringe upon any U.S. patent, copyright, or trademark. This obligation shall not apply to the extent the Claim arises from: (a) Client's misuse or modification of the Services; (b) Client's combination of the Services with any product, service, or data not provided or approved in writing by Blue Root; (c) Client Data; (d) Client's breach of the Agreement; (e) services or deliverables for which Blue Root is merely passing through third-party terms; or (f) Client's failure to implement any update, patch, or new version of the Services made available by Blue Root that would have avoided the Claim. Blue Root's total liability for all Claims under this section shall not exceed the total fees paid by Client to Blue Root under this Agreement in the six (6) months preceding the Claim. 

  • 11.2. Indemnification by Client: Client will defend, indemnify, and hold harmless Blue Root, its officers, directors, employees, and agents from and against any Claims arising out of or relating to: (a) Client Data, including any claim that Client Data infringes, misappropriates, violates the intellectual property or privacy rights of a third party, violates any applicable law, or any processing of Client Data by Blue Root at the direction of Client; (b) Client's use of the Services in violation of the Agreement, applicable law, or third-party rights; (c) any breach of Client's responsibilities or warranties under the Agreement; (d) any third-party products, software, or services provided or made accessible by Client; (e) any acts or omissions of Client's employees, agents, or end-users; or (f) any aspect of Client's business operations, products, or services.

  • 11.3. Indemnification Procedure: The indemnified party must: (a) promptly notify the indemnifying party in writing of the Claim, and in no event later than fifteen (15) days after the indemnified party becomes aware of it; (b) grant the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with all reasonable assistance, at the indemnifying party's expense. The indemnified party's failure to comply with the obligations in this Section 11.3 will relieve the indemnifying party of its obligations under this Section 11 to the extent that such failure materially prejudiced its ability to defend or settle the Claim.

12. Non-Solicitation:

During the term of any Service Agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit for employment or engagement as an independent contractor any employee or primary contractor of the other party who was directly involved in the provision, receipt, or management of Services under such Service Agreement, without the other party's prior written consent. This restriction does not prohibit general solicitations of employment (e.g., through job postings or recruitment agencies) not specifically targeted at such individuals.  

13. Force Majeure:

Neither party shall be liable for any failure or delay in performance under the Agreement (other than for delay in the payment of money due and payable) to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any cause beyond a party's reasonable control and occurring without its fault or negligence, including, but not limited to, acts of God, fires, floods, earthquakes, tsunamis, pandemics, epidemics, acts of war, terrorism, riots, civil disorders, governmental actions or orders, embargoes, material shortages, strikes (other than a party's own employees), or failures of public utilities or communication networks. The affected party will provide prompt written notice to the other party of the Force Majeure Event, stating its expected duration and impact, and will use commercially reasonable efforts to mitigate the impact and resume performance as soon as possible.

14. Governing Law and Dispute Resolution:

  • 14.1. Governing Law: The Agreement, and any disputes arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 

  • 14.2. Dispute Resolution: The parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to the Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, such dispute (except for actions seeking injunctive relief or actions to collect undisputed overdue amounts) shall be resolved by one (1) arbitrator in Trenton, NJ administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees, and the arbitrator shall not have the authority to award attorneys' fees unless a statute or contract expressly authorizes such an award. The parties agree that the arbitration proceedings and the arbitrator's award shall be kept confidential and shall not be disclosed to any third party, except as required by law or for purposes of enforcement of the award.

15. Notices:

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the applicable Service Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be deemed effectively given: (a) when delivered personally; (b) when sent by a nationally recognized courier by certified or registered mail (with all fees pre-paid), upon receipt; (c) when sent by fax or e-mail (with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours.   

16. Entire Agreement; Order of Precedence; Amendments:

  • 16.1. Entire Agreement: These ToS, together with the applicable Service Agreement(s) and any other documents expressly incorporated herein or therein by reference, constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  

  • 16.2. Order of Precedence: In the event of any conflict or inconsistency between these ToS and the terms of any Service Agreement, the terms of the Service Agreement shall prevail with respect to the specific Services covered by that Service Agreement. In the event of a conflict between a Service Agreement and a specific SOW or Service Order executed under it, the SOW or Service Order shall prevail for that specific engagement.

  • 16.3. Amendments: No amendment to or modification of these ToS or any Service Agreement shall be effective unless it is in writing, specifically identifies the provision(s) to be amended, and is signed by an authorized representative of each party.

17. Severability:

If any term or provision of the Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any relevant jurisdiction to the Services being rendered, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible. 

18. Waiver:

No waiver by either party of any of the provisions of the Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Assignment:

Neither party may assign any of its rights or delegate any of its obligations under the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, whose consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Service Agreements), without consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. The Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.  

20. Relationship of the Parties:

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

21. Survival:

Provisions of these ToS and any Service Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Confidentiality (Section 6), Intellectual Property (Section 8), Warranties and Disclaimers (Section 9), Limitation of Liability (Section 10), Indemnification (Section 11), Governing Law and Dispute Resolution (Section 14), and Survival (Section 21), as well as any accrued rights to payment.  

22. Headings:

The headings in these ToS and in any Service Agreement are for reference only and shall not affect the interpretation of the Agreement.

23. Counterparts (for Service Agreements):

Any Service Agreement incorporating these ToS may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be the same agreement. A signed copy of the Agreement or any related document (including, but not limited to, a Service Agreement, Statement of Work (SOW), Change Order, Estimate, or Proposal) executed by electronic signature (such as through DocuSign or Adobe Sign), or a signed copy delivered by fax, e-mail, or other electronic means, shall be deemed to have the same legal effect as delivery of an original signed copy.