Managed Services Agreement

This Managed Services Agreement (“Agreement”) between Client and Affinio Inc. (“Affinio”) specifies the terms under which Affinio will provide to Client the services (“Services”) either (1) described in aStatement of Work (the “Statement of Work”) or (2) described as Managed Services in an Order Form(the “Order Form”). Any terms not defined in this Agreement shall have the definitions given to them in the Terms of Service located at

  1. Fees for the Services, if quoted separately from other services, will be as provided in the Statement of Work or Order Form.
  2. Services are provided remotely. Client and Affinio may agree to provide some Services onsite atClient’s location. Client shall reimburse Affinio, for actual, reasonable, travel and related expenses which have been pre-approved by the Client.
  3. If any charge owing by Customer under a Statement of Work or Order Form is 30 days or more overdue, Affinio may, without limiting its other rights and remedies, suspend its performance of theServices until such amounts are paid in full.
  4. If a Statement of Work requires deliverables (such deliverables to be expressly defined in theStatement of Work), and Client in its reasonable and good faith judgment determines that any submitted deliverable does not meet the requirements set out in the Statement of Work, Client shall so notify Affinio in writing within 5 business days after Affinio’s submission of the deliverable, specifying the deficiencies in detail. Affinio shall use commercially reasonable efforts to promptly cure any such deficiencies and resubmit the deliverable to Client. If Client rejects any deliverable in accordance with the above process after the second resubmission to Client, Client may again reject the deliverable and return it to Affinio for further cure and resubmission, or terminate the Statement of Work immediately upon written notice and recover all Services fees associated with such deficient deliverable. Client shall provide Affinio a written acceptance of each deliverable promptly upon acceptance. Failure to reject a deliverable within the applicable acceptance period shall be deemed acceptance of such deliverable, even in the absence of written acceptance of the deliverable.
  5. Deliverables expressly defined as such and provided under an Order Form will be submitted as stated on the Order Form.
  6. Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Services. Affinio is wholly responsible for the actions and performance of its employees and their compliance with Affinio’s responsibilities under this Agreement and any Statement of Work orOrder Form.
  7. Affinio warrants that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. If Affinio breaches this warranty, Affinio shall re-perform the Services or, if Affinio is unable to re-perform the Services as warranted, Client shall be entitled to recover the fees paid to Affinio for the deficient services except that Client may not recover any fees for Services being provided as part of a Managed Services Package. Client must report any deficiencies in the Services to Affinio in writing within 30 days of performance of suchServices in order to receive warranty remedies. This warranty is exclusive and in lieu of all other
    warranties, whether express or implied, and these remedies are Client’s exclusive remedies and Affinio’s sole liability for any warranty breach.
  8. Services are provided only in support of Affinio’s services (the “Online Services”) as defined in the agreement located at (the “Terms of Service”). Client’s right to access and use the Online Services is governed solely by the Terms of Service or a separate agreement agreed upon between Affinio and Client. This Agreement does not grant Client any subscription or rights to use the Online Services. Services do not include advisory, training or professional services in support of any other application or platform or any advisory, training or professional services that do not directly support Client’s access to, and use of, the Online Services.
  9. Client authorizes Affinio employees to access the Online Services, the Client Data and any Third PartyServices authorized by Client to interact with the Online Services on behalf of Client, in order to provide the Services. Affinio employees shall access Client Data, the Client’s instance of the OnlineServices and any Third Party Services only in accordance with this Agreement in order to provide theServices or as otherwise instructed by Client. Affinio employees who require such access for purposes consistent with this Agreement have signed confidentiality agreements with Affinio.
  10. In no event shall either party be liable for any indirect, incidental, special, consequential, reliance or cover damages, or damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. Except for Services being provided as part of aManaged Services Package, for which a party’s aggregate liability shall not exceed $10,000, neither party’s aggregate liability for damages hereunder shall exceed the total amount of fees paid and/or due by Client under a Statement of Work.
  11. Services are provided only to the Client and shall not be reassigned or shared with an Affiliate of the Client or any other corporate entity, including any of Client’s end customers.
  12. This Agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter thereof. Neither this Agreement nor a Statement of Work or OrderForm may be modified or amended except in a writing signed by a duly authorized representative of each party. Any terms and conditions that may be attached to Client’s purchase order shall be null and void and superseded in full by the terms of this Agreement and a Statement of Work or OrderForm. In the event of any discrepancy or conflict between the Agreement and a Statement of Work or Order Form, then the Statement of Work or Order Form shall govern.