MARK ULLRICH CONSULTING LLC
MASTER CONSULTING
TERMS & CONDITIONS
VERSION 3.0 | JULY 2026
Professional Engineering Consulting
Audio DSP • Networked Audio • Control Systems • Commissioning
Luxury Marine & Residential AV
DOCUMENT CONTROL
MUC-MT-v3.0
DATE
July 2026
APPLIES WITH
Accepted Quote and Change Orders
These Master Terms are incorporated into each accepted Quote issued by Consultant and form part of the Agreement described in Section 1.
1. Agreement Formation and Order of Precedence
These Master Consulting Terms & Conditions (the “Master Terms”) govern professional consulting services provided by Mark Ullrich Consulting LLC, an Oregon limited liability company (“Consultant”), to the person or entity identified as the client in an applicable Quote (“Client”).
The “Agreement” consists of these Master Terms, the applicable proposal, quotation, statement of work, or similar engagement document issued by Consultant (the “Quote”), including any commercial terms and project conditions stated in the Quote, and each written Change Order. A “Change Order” is a written amendment approved by authorized representatives of both parties. “Services” means the professional services described in the Quote. “Deliverables” means only those project-specific items expressly identified as deliverables in the Quote. “Client Materials” means information, designs, drawings, software, source files, credentials, equipment, data, and other materials furnished by or for Client. “Owner” means the owner or principal user of the vessel, residence, or system to which the Services relate.
Client accepts a Quote and forms an Agreement by any method stated in the Quote or by issuing a notice to proceed (“NTP”), including by signature, written or electronic approval, purchase order, payment, or direction to commence Services. An NTP authorizes only the scope stated in it and is subject to the assumptions and limitations of the Agreement. A limited or early-start NTP authorizes Consultant to perform and invoice only the identified preliminary Services and does not reserve dates for later Services unless expressly stated.
If the documents comprising the Agreement conflict, they control in the following order: (a) a later-approved Change Order, solely with respect to the matter changed; (b) the Quote, including its commercial terms and project conditions; and (c) these Master Terms. A purchase order, vendor portal, onboarding form, or similar Client document is accepted solely for administrative convenience and does not add to or modify the Agreement unless Consultant expressly agrees in a writing that specifically identifies the modification.
2. Professional Services and Standard of Care
Consultant will perform the Services with the degree of skill and care ordinarily exercised by experienced consultants performing similar services under similar circumstances (the “Standard of Care”). The Standard of Care is the sole standard governing Consultant’s professional performance. Consultant will exercise independent professional judgment in selecting engineering methods, programming techniques, software architecture, configuration approaches, tests, and implementation methods consistent with the agreed objectives.
Consultant’s engineering objective is to support systems that are technically robust, maintainable, appropriately documented, and optimized for their intended operating environment through disciplined engineering, commissioning, verification, and listening-based system optimization. This objective is subject to the agreed scope, available information, project constraints, and the Standard of Care and does not create an independent warranty or separate performance obligation.
Consultant provides professional engineering and consulting services only. Unless expressly included in the Quote, Consultant does not furnish equipment, perform physical installation, supervise construction, direct installers, control construction means or methods, assume responsibility for site safety, or warrant the workmanship of others.
Consultant may coordinate its Services with available project information and the work of others. Coordination does not make Consultant responsible for the quality, sequence, completeness, or timely performance of any installer, shipyard, manufacturer, network administrator, supplier, contractor, or other third party. Unless the Quote expressly states otherwise, Consultant is not the designer of record, general contractor, electrical contractor, construction manager, network-security assessor, classification-society surveyor, or authority having jurisdiction, and does not provide legal, regulatory, naval-architecture, structural, life-safety, cybersecurity-certification, or code-compliance services.
Consultant does not guarantee error-free or uninterrupted operation, future compatibility, any schedule, sound-pressure level, acoustic outcome, Owner preference, or other particular result.
3. Information, Reliance, and Engineering Assumptions
Consultant may rely, without independent investigation or verification, on Client Materials and on information furnished by Client, Owner, the shipyard, the integrator, manufacturers, and other project participants. Consultant will notify Client of material inconsistencies or deficiencies that become reasonably apparent in performing the Services, but has no duty to discover latent defects or verify information outside the agreed scope.
Unless the Quote states otherwise, Consultant may assume that the disclosed system architecture, equipment, software, firmware, networks, documentation, licenses, credentials, backups, facilities, and operational requirements are accurate, available, compatible, and suitable for the Services. Consultant may make reasonable assumptions when requirements are incomplete, inconsistent, or unavailable and may proceed on those assumptions unless Client timely directs otherwise.
The Services will reflect applicable manufacturer guidance and generally accepted industry practices in effect when the Services are performed. As relevant to the agreed scope, Consultant may use signal-flow and routing verification; gain-structure optimization; DSP configuration and functional testing; Dante, AES67, and other networked-audio validation; clocking and synchronization verification; latency and performance review; commissioning documentation; operational verification; and listening-based system tuning. These methods do not guarantee a particular subjective result.
Consultant is not responsible for changes after performance in standards, products, protocols, software, firmware, manufacturer guidance, Client Materials, system configuration, or operating conditions, or for resulting incompatibility, unless Client retains Consultant to address the change. If an assumption or actual condition materially affects effort, risk, sequence, schedule, cost, or feasibility, Consultant may suspend the affected Services under Section 7 and request a Change Order.
4. Client Responsibilities
Client will designate an authorized representative empowered to give instructions and approvals and will provide timely, coordinated decisions. Consultant may rely on directions from that representative until Client gives written notice of a replacement or limitation of authority.
Client will timely provide accurate requirements, drawings, schedules, programming and configuration files, network information, credentials, licenses, backups, and other information and materials reasonably required for the Services. Client will also provide safe, lawful, and timely access to the vessel, residence, equipment, networks, remote-access tools, and qualified onsite personnel; ensure that installation, power, grounding, ventilation, cabling, labeling, network infrastructure, and equipment are ready when required; and coordinate Owner, shipyard, integrator, IT personnel, manufacturers, and other project participants.
Client is responsible for obtaining all permissions and authority required for Consultant to access, copy, modify, configure, test, and remotely connect to systems and data. Client will review Deliverables and test results promptly and remains responsible for operational decisions and safe system use.
Before and throughout the Services, Client will maintain current, complete, and restorable backups of all programming, configuration, data, and device settings. Consultant may create working copies or backups for its own use, but is not Client’s system of record, backup provider, or disaster-recovery provider unless the Quote expressly states otherwise.
5. Existing and Third-Party Systems
Existing and third-party hardware, software, firmware, programming, networks, and documentation may not be fully discoverable before work begins. Consultant is not responsible for latent defects, undocumented logic, unavailable source files, access or licensing restrictions, obsolete or unsupported products, manufacturer defects, improper installation, pre-existing nonconformities, or acts or omissions of prior programmers or other parties.
Consultant will use reasonable care when working with existing systems, but intervention may reveal or trigger inherent instability. If an actual condition materially affects scope, schedule, cost, safety, or feasibility, Consultant may suspend the affected Services and, where practicable, place the system in a reasonably safe or stable condition. Reconstruction, reverse engineering, repair, modernization, migration, or replacement of existing programming or configurations is excluded unless expressly included in the Quote.
6. Changes and Project Impacts
Either party may request a Change Order. Consultant is not required to perform changed or additional Services before the Change Order is approved. At Client’s request, Consultant may take reasonable temporary measures to protect persons, equipment, data, or project continuity before approval; such work will be billed at the applicable rates. A Change Order may revise fees, expenses, assumptions, scope, Deliverables, milestones, staffing, sequence, or schedule.
Consultant is entitled to an equitable adjustment when the Services are delayed, disrupted, resequenced, repeated, accelerated, or made more difficult by circumstances beyond Consultant’s reasonable control, including late decisions, incomplete or defective installation, unavailable equipment or personnel, access restrictions, vessel or shipyard schedule changes, network readiness, third-party performance, inaccurate or changed Client Materials, or a change in applicable requirements. Pending agreement on an adjustment, Consultant may continue unaffected Services and suspend the affected Services.
7. Suspension and Termination
Consultant may suspend affected Services on written notice if: (a) an undisputed amount is past due; (b) Client fails to provide a required decision, access, information, safe condition, or resource; (c) continued performance would reasonably appear unsafe, unlawful, professionally improper, or materially harmful to persons, equipment, systems, or data; or (d) Client suspends or materially delays the project. Consultant is not responsible for delay or consequences resulting from a proper suspension.
Resumption is subject to Consultant’s availability, correction of the condition causing suspension, and payment of past-due undisputed amounts. Consultant may bill, at the rates stated in the Quote or otherwise agreed, reasonable shutdown, preservation, replanning, schedule-extension, travel-change, and remobilization costs.
If a suspension continues for more than thirty (30) consecutive days for reasons not caused by Consultant, Consultant may terminate the affected Services on written notice. Solely for purposes of Client’s payment obligations, such termination will be treated as a termination for convenience by Client.
Either party may terminate the Agreement for a material breach that remains uncured ten (10) days after written notice. If the breach cannot reasonably be cured within ten days, termination will not be effective if the breaching party begins cure within that period and diligently completes it. Client may terminate for convenience on fifteen (15) days’ written notice.
Upon suspension or termination, Client will pay Consultant for Services performed, including partially completed fixed-fee or milestone Services based on Consultant’s reasonable estimate of percentage completion, together with authorized expenses, reasonable closeout and preservation activities, and noncancelable commitments incurred through the effective date. Termination does not affect accrued rights, and provisions that by their nature are intended to survive will survive.
8. Fees, Invoicing, and Payment
The Quote governs fees, deposits, milestones, invoice timing, reimbursable expenses, taxes, and payment dates. Unless the Quote states otherwise, Client will pay all applicable sales, use, value-added, excise, and similar taxes arising from the Services, excluding taxes on Consultant’s net income.
Client must identify in writing the amount and specific basis of any good-faith invoice dispute within the review period stated in the Quote or, if none is stated, within ten (10) business days after receipt. Client will timely pay all undisputed amounts and may not withhold, deduct, set off, or recoup any amount except the specifically disputed portion of a good-faith claim. Failure to dispute an invoice within the applicable review period constitutes acceptance of the invoice, but does not waive a latent claim concerning the Services.
Past-due undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Client will reimburse reasonable collection costs, including attorneys’ fees, to the extent awarded or permitted by law. Client’s payment obligation is not contingent on payment by Owner or any other person unless the Quote expressly states otherwise. Consultant may apply payments to the oldest undisputed amounts.
9. Deliverables, Review, and Acceptance
Consultant will provide the Deliverables and file formats identified in the Quote or, if no format is specified, in Consultant’s customary format. Drafts, simulations, test files, intermediate builds, working documents, internal calculations, internal notes, and quality-control materials are not Deliverables unless expressly identified in the Quote.
A Deliverable is accepted upon the earliest of: (a) Client’s written acceptance; (b) operational or beneficial use other than reasonable acceptance testing; or (c) ten (10) business days after delivery, unless Client gives written notice within that period identifying a material nonconformity with reasonable specificity. Consultant will use reasonable efforts to correct a timely reported, reproducible nonconformity within the agreed scope. Acceptance does not waive a latent deficiency that could not reasonably have been discovered during the review period or any express obligation under Section 16.
A comment, preference, enhancement, or requirement not contained in the agreed scope is not a nonconformity and may be addressed through a Change Order. Client’s failure to provide timely review, testing conditions, or information extends Consultant’s schedule and does not delay acceptance based on operational or beneficial use.
10. Documentation, Handover, and Training
Documentation and handover are limited to the items and level of detail stated in the Quote. After completion of the applicable Services and payment of amounts then due for the applicable Deliverables, Consultant will provide the agreed final versions and, only if expressly included, the project-specific source or editable files then maintained by Consultant. Consultant is not required to deliver its internal tools, reusable libraries, proprietary templates, internal notes, quality-control materials, credentials owned by others, or third-party materials it may not lawfully distribute.
Training is included only if stated in the Quote and is limited to the identified audience, duration, system condition, and topics. Training covers ordinary operation and agreed maintenance procedures; it is not certification, general technical education, or manufacturer training. Additional sessions, manuals, recordings, retraining after system changes, and support for replacement personnel are additional Services.
11. Remote Services
For remote Services, Client will provide approved and reliable access, adequate connectivity, required credentials and licenses, current backups, and qualified onsite assistance when physical observation or intervention may be needed. Remote diagnosis is necessarily limited by available information, telemetry, and sensory feedback.
Client authorizes Consultant to make agreed configuration changes through the access Client provides and will promptly report unexpected behavior. Either party may end or postpone a remote session if security, safety, connectivity, stability, access, or backup conditions are inadequate. Time caused by connection failures, access restrictions, incomplete onsite support, or inaccurate information may be billed at the applicable rates.
12. Travel and Onsite Conditions
Travel will be scheduled, charged, and reimbursed as stated in the Quote. Travel dates are not guaranteed until confirmed. Client-directed cancellation, delay, or rescheduling may result in reimbursement of nonrefundable commitments and additional travel, standby, or remobilization charges.
Consultant will comply with reasonable site and vessel rules communicated in advance. Consultant may decline, interrupt, or leave travel or onsite Services that present a material health, safety, security, immigration, sanctions, or other legal risk. The parties will cooperate in selecting a reasonable alternative, and any resulting adjustment will be addressed under Section 6.
13. Intellectual Property and License Rights
Each party retains ownership of intellectual property it owned or developed independently of the Agreement. Client retains ownership of Client Materials and grants Consultant a nonexclusive license to use, reproduce, modify, and transmit Client Materials as reasonably necessary to perform the Services.
“Consultant Materials” means Consultant’s pre-existing or independently developed libraries, reusable DSP objects and modules, templates, scripts, utilities, tests, workflows, documentation formats, algorithms, programming techniques, engineering methods, trade secrets, know-how, and improvements of general application. Consultant retains all rights in Consultant Materials, including Consultant Materials incorporated into a Deliverable.
Upon full payment of all amounts due for the applicable Deliverables, Consultant assigns to Client Consultant’s rights in the project-specific portions of the final Deliverables created uniquely for the project (“Work Product”), excluding Consultant Materials and third-party materials. To the extent Consultant Materials are incorporated into Work Product, Consultant grants Client and Owner a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, maintain, modify, and permit their contractors to use and modify those Consultant Materials solely to operate, service, maintain, refit, or upgrade the intended vessel, residence, or system. The license transfers with ownership or management of that vessel, residence, or system, but does not permit reuse on an unrelated project or commercialization apart from the intended project.
Third-party materials remain subject to their owners’ licenses and restrictions. Consultant may retain archival copies of project materials and may use residual knowledge, skills, concepts, methods, and techniques that do not disclose Client’s Confidential Information. Any modification, application, or reuse of a Deliverable without Consultant’s involvement is at the user’s sole risk, and Consultant has no responsibility for the modified, applied, or reused portion or for consequences arising from it.
14. No Third-Party Reliance
Consultant performs the Services and prepares the Deliverables solely for Client and the purposes stated in the Quote. No Owner, Owner’s representative, lender, insurer, surveyor, shipyard, contractor, integrator, purchaser, or other third party may rely on the Services or Deliverables without Consultant’s prior written consent. Any consent may be conditioned on execution of a reliance letter or other agreement acceptable to Consultant.
Authorized use of a Deliverable, including use permitted under Section 13, does not create a professional duty, contractual relationship, or right of reliance in favor of the user. Any reliance expressly authorized by Consultant is subject to all limitations, exclusions, warranty limitations, and liability caps in the Agreement, as though the relying party were Client. Client will not represent that Consultant has accepted responsibility to any third party except as Consultant expressly agrees in writing.
15. Confidentiality and Publicity
“Confidential Information” means nonpublic business, technical, security, financial, personal, vessel, residence, Owner, or project information that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. The receiving party will use Confidential Information only to perform, evaluate, procure, finance, insure, or administer the Agreement; protect it with at least reasonable care; and disclose it only to persons who need to know it for those purposes and are bound by confidentiality obligations.
Confidential Information does not include information the receiving party can demonstrate: (a) is or becomes public without breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information. A receiving party may disclose Confidential Information when legally required, provided it gives prompt notice where lawful and reasonable assistance, at the disclosing party’s expense, in seeking protective treatment.
Consultant’s Quotes and proposals contain confidential pricing, scope strategy, assumptions, and methodology. Client may use and disclose them for permitted evaluation and administration, but may not distribute them or use them to solicit competing performance. This restriction does not prevent Client from seeking competing proposals based on Client’s own requirements.
The obligations in this Section continue for five (5) years after disclosure, except that trade secrets remain protected for so long as they qualify as trade secrets. Neither party may publicize or use the other party’s name or marks, or disclose Owner identity, vessel name, project images, or a project description, without prior written consent.
16. Limited Professional Warranty
Consultant warrants that the Services will conform to the Standard of Care. During the correction period stated in the Quote or, if none is stated, for sixty (60) days after acceptance of the applicable Deliverable under Section 9 or completion of the applicable Services if no Deliverable is required, Consultant will use reasonable efforts, without additional professional fees, to correct or reperform a timely reported and reproducible deficiency within the original scope. Client will provide the access, information, system conditions, and cooperation reasonably needed to reproduce and correct the deficiency. Correction or reperformance is Client’s exclusive remedy for breach of this warranty. If neither remedy is reasonably practicable, Consultant may refund the fees paid for the materially nonconforming Services.
The limited warranty does not apply to an issue caused by: (a) Client or third-party modification, misuse, operation, or failure to follow instructions; (b) inaccurate Client Materials or changed requirements; (c) hardware, installation, cabling, power, grounding, environmental, acoustic, or network conditions; (d) third-party software, firmware, services, licensing, cybersecurity events, defects, updates, or incompatibilities; (e) obsolete or unsupported products or unavailable source files; (f) inadequate backups, credentials, licenses, access, or onsite support; (g) changes in rooms, vessels, furnishings, equipment, or listener preferences; or (h) circumstances beyond Consultant’s reasonable control. Consultant may charge for investigation if the cause is excluded from this warranty.
Except for the express warranty in this Section and Consultant’s obligations under Section 18, and to the fullest extent permitted by law, Consultant disclaims all other express and implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement. This disclaimer does not diminish the Standard of Care or any obligation that cannot lawfully be disclaimed.
17. Limitation of Liability
To the fullest extent permitted by law, Consultant’s total aggregate liability arising out of or relating to an Agreement, the Services, or the Deliverables, under any theory of liability, including contract, warranty, tort (including negligence), strict liability, indemnity, or otherwise, will not exceed the total fees paid or payable to Consultant under the applicable Quote. This single aggregate cap applies to all claims collectively, including claims by Client and any person claiming through Client. Multiple claims, Deliverables, milestones, phases, occurrences, or theories of liability do not create separate caps. Consultant’s indemnity obligations and any defense costs or attorneys’ fees payable by Consultant under Section 18 count toward and do not increase the cap. Any different liability cap must be expressly stated in the Quote.
Neither party will be liable to the other for consequential, incidental, indirect, special, exemplary, or punitive damages, or for loss of profit, revenue, use, opportunity, production, goodwill, data, or vessel or residence availability or downtime, even if advised that such damages were possible. This exclusion does not apply to a party’s breach of Section 15, infringement or misappropriation of the other party’s intellectual property, obligations to indemnify against third-party claims under Section 18, fraud, willful misconduct, or liability that cannot lawfully be limited.
The parties acknowledge that the fees and other terms of the Agreement reflect this allocation of risk. The limitations in this Section apply collectively to Consultant and its members, managers, employees, agents, and subcontractors, each of whom is an intended beneficiary of this Section.
18. Indemnification
Each party (the “Indemnifying Party”) will indemnify and hold harmless the other party and its officers, directors, members, managers, employees, and agents from third-party claims, damages, judgments, and reasonable costs, including attorneys’ fees, to the extent finally determined by adjudication, binding dispute resolution, or settlement to have been caused by the Indemnifying Party’s negligence, willful misconduct, or violation of law in performing the Agreement. This paragraph does not impose an independent duty to defend a claim before the Indemnifying Party’s responsibility has been established.
Client will also defend, indemnify, and hold harmless Consultant and its members, managers, employees, agents, and subcontractors from third-party claims arising out of Client Materials, unauthorized modification or use of a Deliverable, or operation contrary to Consultant’s written instructions, except to the extent caused by Consultant.
Consultant will defend and indemnify Client from a third-party claim that original Work Product created solely by Consultant infringes a United States patent, copyright, or trade secret. This obligation does not apply to a claim arising from Client Materials, a design or instruction required by Client or another party, third-party materials, a combination not supplied by Consultant, modification by another party, or continued use after Consultant offers a substantially equivalent noninfringing replacement or modification. If a covered claim is likely, Consultant may obtain a right of continued use, modify or replace the affected Work Product, or terminate the affected license and refund the fees paid for that Work Product, less reasonable value received.
The indemnified party will give prompt notice of a claim and reasonably cooperate at the Indemnifying Party’s expense. A failure to give prompt notice relieves the Indemnifying Party only to the extent materially prejudiced. For a claim the Indemnifying Party is required to defend under this Section, the Indemnifying Party may control the defense and settlement. No settlement may admit fault by the indemnified party, impose a nonmonetary obligation on it, or fail to provide a complete release without its prior consent, not to be unreasonably withheld.
19. Insurance
Consultant will maintain insurance customarily maintained by consultants providing similar professional services, which may include commercial general liability, professional liability or errors and omissions, automobile liability where applicable, and workers’ compensation as required by law. Upon reasonable request, Consultant will provide certificates evidencing applicable coverage. Client will maintain insurance appropriate to its operations, property, vessels, residences, personnel, and project risks. Insurance does not expand either party’s obligations or liability under the Agreement.
20. Force Majeure
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, including severe weather, natural disaster, fire, epidemic, war, terrorism, civil or labor disruption, transportation interruption, governmental action, sanctions, border or visa restrictions, utility or communications failure, or widespread cyber incident. The affected party will give reasonably prompt notice, use reasonable efforts to mitigate the effect, and resume performance when practicable. The time for performance will be equitably extended. If the event materially prevents performance of affected Services for more than sixty (60) days, either party may terminate those Services, subject to the payment obligations in Section 7.
21. Independent Contractor and Personnel
Consultant is an independent contractor and controls the manner and means of performing the Services, subject to the Agreement and applicable site rules. Nothing in the Agreement creates an employment, agency, fiduciary, partnership, or joint-venture relationship, and neither party may bind the other. Consultant may use qualified employees and subcontractors, remains responsible for their Services, and is responsible for their compensation and legally required taxes and benefits.
22. Assignment
Neither party may assign an Agreement without the other party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Either party may, without consent, assign an Agreement to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets relevant to the Agreement if the assignee assumes the assigning party’s obligations and the assignment does not materially increase the other party’s risk. Consultant may assign receivables without consent. An assignment does not release obligations accrued before the assignment.
23. Dispute Resolution and Governing Law
Oregon law governs the Agreement, without regard to conflict-of-laws principles. Before filing suit, authorized representatives of the parties will meet and attempt in good faith to resolve the dispute. If the dispute remains unresolved after fifteen (15) days, either party may request confidential, nonbinding mediation before a mutually agreed mediator. Unless the parties agree otherwise, mediation will take place in Deschutes County, Oregon, may be conducted remotely, and the parties will share the mediator’s fees equally.
If the dispute remains unresolved forty-five (45) days after a mediation request, either party may bring an action exclusively in the state courts located in Deschutes County, Oregon, or, if federal subject-matter jurisdiction exists, in the United States District Court for the District of Oregon. Either party may seek emergency equitable relief, act to preserve a claim before a limitations period expires, or collect an undisputed amount without first completing mediation. The prevailing party in a proceeding to enforce the Agreement is entitled to reasonable attorneys’ fees and costs as permitted by law, including on appeal.
24. Notices
A notice of breach, suspension, termination, indemnity claim, or dispute must be in writing and delivered personally, by nationally recognized overnight courier, or by email to the address stated in the Quote or later designated by notice. Notice is effective upon receipt. An email is deemed received when sent if the sender does not receive an automated delivery-failure notice; an email sent after 5:00 p.m. in the recipient’s local time is deemed received on the next business day. Routine project communications, directions, and approvals may be made by email through designated representatives.
25. General Provisions
The Agreement is the parties’ entire agreement concerning its subject matter and supersedes all prior and contemporaneous discussions, representations, proposals, and understandings concerning that subject matter. Client acknowledges that it has not relied on a statement not contained in the Agreement. An amendment must be in writing and approved by authorized representatives of both parties.
No waiver is effective unless in writing, and a waiver of one breach is not a waiver of another. If a provision is invalid or unenforceable, it will be modified only to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will remain effective. Headings are for convenience only. “Including” means “including without limitation.” A reference to a Section is to a section of these Master Terms unless stated otherwise.
The Agreement may be executed in counterparts, each of which is deemed an original and all of which form one instrument. Electronic signatures and electronic approvals have the same effect as originals. No third party has any right under the Agreement except an indemnified party, permitted licensee, authorized relying party, or express beneficiary identified in Sections 13, 14, 17, or 18.