These Terms of Service (“TOS”) between MCM Technology, LLC, and its subsidiaries (“Company,” “we,” and “our”), and Customer (“Customer,” “you” and “your”) refer to the customer-entity that signs an Order Form governed by these Terms of Service, permits Customer to use Company’s services subject to these terms and conditions.
1. Company’s Commitments to Customer
1.1 Company Will Permit You to Use Subscription Services
We will give you access to our software platform and products on a subscription basis (the “Subscription Services”) as described and priced in an Order Form (“OF”).
1.2 Company Will Provide Professional Services
We will perform professional services (“Professional Services” and, together with Subscription Services, “Services”) as described and priced in a scope of work (“SOW”). Professional Services may include enablement, implementation, configuration, customization, integration, data import, export, extraction, monitoring, technical assistance, maintenance, training, and/or other services.
1.3 Company Will Update Subscription Services
We will update our Subscription Services. However, planned updates and product roadmaps are not promises to deliver a specific improvement, feature, function, and/or integration. Further, you understand that when we update the Subscription Services, there may be downtime, planned outages, and patches needed. It may also be necessary to migrate you from an older Subscription Service (“Old Service”) to a new Subscription Service (“New Service”). You agree to such migration provided that the New Service provides functionality similar to the Old Service. Company has no obligation to maintain or support any particular feature or legacy functionality. However, if we remove functionality listed and priced in your Old Service OF, we will negotiate a New Service OF with new pricing.
1.4 Company Will Permit Your Affiliates to Use the Services
Your Affiliates (defined below) may join you under these TOS to purchase Services. Your Affiliates will be treated as a “Customer” under these TOS and, except where permitted, will need to sign their own OF/SOW. You are jointly and severally liable for an Affiliate’s acts, omissions, and payments to us. No Affiliate may join under these TOS if they are in a country or are ultimately owned by an individual or company subject to US embargo or trade sanctions. An “Affiliate” is an entity owned or controlled (you have 50% or more voting interest) by you.
1.5 Company Connects with Certain Third-Party Applications
- The Subscription Services have existing integrations that connect with third-party applications/software that Company does not own (“Third-Party Applications”). Your use of a Third-Party Application is governed by your agreement with that provider, not these TOS.
- You are responsible for fees and expenses associated with Third Party Applications you use. This includes price increases for Third-Party Applications, even if the initial price or increase is not documented on your OF/SOW with us.
- To maintain the performance and security of the Subscription Services, we may control the volume of data a Third-Party Application requests and/or retrieves from the Subscription Services and/or suspend access for a period of time.
- We are not responsible for Third-Party Applications or how such applications use Customer Data. Indeed, any issue, delay, or lack of connectivity to the Subscription Services or your internal systems caused by a Third-Party Application is not Company’s responsibility or reason for non-payment.
2. Customer’s Commitments to Company
2.1 You Are Responsible for Authorized Users
You may permit Authorized Users (as defined below) to use the Service on your behalf. You are responsible for: (a) provisioning and managing your Authorized Users; (b) the acts and omissions of your Authorized Users; and (c) the compliance of your Authorized Users with these TOS. You will ensure that Authorized Users keep their credentials confidential, do not use personal email addresses to access the Services, and do not share login credentials with multiple individuals. You will promptly notify Company upon learning of any compromise of Authorized User accounts or credentials. “Authorized User(s)” means your employees, contractors, and/or authorized agents that use or access to the Subscription Services.
2.2 You Will Abide by Usage Limits
Depending on the Subscription Service you purchase, your OF may describe usage limits (“Usage Limits”). If we determine that you have exceeded Usage Limits, we will notify you about the overuse and give you five days to cure. If you do not cure, you will pay us additional fees, at the then-current list price, for such overuse.
2.3 You Will Cooperate with Company to Implement & Use the Services
- You will: (i) reasonably and timely cooperate and communicate with us to implement the Services; (ii) at your sole expense, procure any hardware, software, personnel, and communication services necessary for you to access and use the Services; and (iii) timely coordinate your internal resources and third-party resources, as needed. Failure to abide by Section 2.3 may delay and/or impact Company’s ability to implement or provide the Services and relieves Company from liability from any claim of breach.
- During implementation or use of Services, new information about your system, applications, capabilities (be it people, process, or technology), and/or requirements may surface. This new information may require changes in implementation, project scope, timelines, and/or integration needs, which may also result in additional Fees (as defined below). The new information and any changes that may need to be made are not grounds to terminate the applicable OF/SOW and cannot be held against Company even if it impacts timelines and delivery.
2.4 You Will Advise Company of Changes to your Third-Party Applications (“Updated Third-Party Software”)
- When you execute an OF/SOW, the pricing, commitments, and timelines are based on your then-existing software and Third-Party Applications.
- You will provide Company with at least six months’ prior written notice before making Updated Third-Party Software changes that could impact the Services. The following changes are encompassed under the definition of Updated Third-Party Software: upgrades/changes to existing software, changes to end points, changes to your network (e.g. IP address change, domain or URL changes, firewall or security policy changes, certificate updates, port changes, authentication method changes, and/or database or server migrations).
- You agree that: (i) you remain contractually bound to an OF/SOW impacted by Updated Third-Party Software, even if Company is not able to integrate or connect to your new Updated Third-Party Software; (ii) Company is not in breach of these TOS for any issues or connectivity problems caused by Updated Third-Party Software; and (iii) any work to accommodate the Updated Third-Party Software is additional, chargeable work to be documented in a separate OF/SOW.
2.5 You Will Not Misappropriate or Misuse the Services
You may only use the Services for internal business and governmental purposes. You will not (and will not allow a third-party to): (a) share, sell, sublicense, or distribute the Services (in whole or part); (b) grant non-Authorized Users access to the Services; (c) use the Services to provide a hosted or managed service to others; (d) reverse engineer, decompile, or seek to access the source code of the Service; (e) copy, modify, create derivative works of, or remove proprietary notices from the Services; (f) conduct security or vulnerability tests on the Services, interfere with the Services’ operation, or circumvent the Services’ access restrictions; (g) use the Services to develop a product that competes with the Services; and/or (h) use the Services in any way that contravenes data protection, antitrust, and/or consumer protection laws.
2.6 You Will Comply with United States Sanctions Laws
You: (a) comply with all export and import laws of the United States; and (b) represent that you are not listed on and are not owned by individuals listed on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country.
3. The Parties’ Individual Intellectual Property Rights
3.1 Customer Owns Customer Data
You own: (a) non-public data, content, or materials that you and Authorized Users submit to or for the Services (“Customer Data”); and (b) any Professional Services developed specifically and exclusively for you under a SOW, where the SOW explicitly gives you ownership of intellectual property rights. You represent that you have all rights necessary to use Customer Data with the Services and grant Company the rights to Customer Data as specified in these TOS and attendant OFs/SOWs. You are responsible for the content and accuracy of Customer Data.
3.2 Company Owns the Services, Usage Data, and Feedback
Company owns and retains intellectual property and other rights to: (a) the Services, any modifications, improvements, or enhancements to the Services, and Professional Services deliverables; (b) data from Company’s backend system concerning use and performance of the Services, so long as such data does not include personally identifiable information (“Usage Data”); and (c) any suggestion or idea for improving, enhancing, and/or modifying the Services (“Feedback”) whether provided by you, an Authorized User, or a guest.
3.3 Company’s Use of Data
We will: (a) access and use Customer Data solely to provide and maintain the Services, this includes sharing Customer Data with other Third-Party Applications, subprocessors, and parties/persons as instructed and permitted by you; (b) use Usage Data to operate, improve, and support the Services, for other lawful business purposes (including benchmarking and reports), and for external reporting, commercial, and marketing purposes when the Usage Data is aggregated and deidentified; and (c) use Feedback without restriction and at our discretion.
4. Mutual Commitments to Privacy, Data Protection, AI, & Security
4.1 Data Protection Laws
Both parties agree to adhere to all applicable data protection laws.
4.2 Customer Disclosures
You agree that you are responsible for making disclosures to your end users about the processing of personally identifiable information and to certain third parties concerning the processing of Customer Data.
4.3 Company’s Use of Artificial Intelligence
The Services and related support may use artificial intelligence (“AI”), machine learning, or similar functionality developed by Company or by third parties (together, “AI Features”). Company uses AI Features solely to provide, maintain, and support the Services. Company does not use Customer Data to train or fine-tune AI models, and any third-party AI tools Company uses are enterprise-grade services that do not use Customer Data to train public AI models. A Customer may choose not to use AI Features, and Company will disable AI Features for that Customer’s environment. Some functionality that depends on AI Features may be unavailable when they are disabled. You agree that Company may use AI Features in accordance with this section.
4.4 Our Security Commitment & Audits
Company uses appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data. If your OF/SOW term is greater than one year, you may request an annual audit on the Subscription Services you purchase. Company charges $300 (USD) an hour for audits.
4.5 Your Security Commitment
You implement and maintain security best practices at and on your property(ies) and system(s). This includes, but is not limited to, configuring external facing systems to only accept connections from desired network addresses and ports, security training and best practices, keeping passwords secure, and maintaining adequate access controls.
5. Confidential Information
5.1 Confidential Information Definition
“Confidential Information” is: (i) nonpublic Customer Data; (ii) any document the disclosing party marks “Confidential;” and (iii) any other nonpublic, information/documents the receiving party should reasonably consider a trade secret or otherwise confidential (e.g., technical or performance information about the Services, contracts, pricing information, customer lists, references, and product roadmaps) irrespective of whether the information is marked or disclosed as “confidential.”
5.2 Use & Protection of Confidential Information
As recipient, each party will: (a) use Confidential Information only to fulfill its obligations and exercise its rights under the TOS; (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in these TOS; and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
5.3 Permitted Disclosures of Confidential Information
The recipient may disclose Confidential Information (a) to its employees, agents, contractors and other representatives who have a legitimate need to know (including, for Company, its subprocessors), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section; and (b) if required by law or governmental authority. The recipient shall give the discloser prompt notice (if legally permissible) of any such demand and will reasonably cooperate with the discloser, at the discloser’s expense, in any effort to seek a protective order or contest the disclosure.
5.4 Exceptions to Confidentiality
These confidentiality obligations do not apply to information that the recipient can document: (a) is or becomes public knowledge through no fault of the recipient; (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser; (c) it rightfully received from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing Confidential Information.
5.5 Injunction
Breach of this Section may cause irreparable injury for which monetary damages are inadequate. As such, the discloser may seek equitable relief, including an injunction, in addition to other remedies.
6. Fees & Payment
6.1 Fees
You will pay the fees in the OFs/SOWs (“Fees”). Payments are annual and due in accordance with the time period set out in your OF/SOW. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees and expenses are non-refundable except as expressly set out in the TOS. All Fees are subject to an annual price increase as reflected on the OF/SOW. If none is reflected, then Company’s standard increase is 12%. Non-payment of undisputed Fees is a material breach of these TOS.
6.2 Expenses
You will reimburse Company for its reasonable pre-approved out-of-pocket travel and related expenses (“Expenses”) incurred in performing the Services, if applicable.
6.3 Payment Obligation
Your payment obligations continue, without interruption, even if: (a) your business needs, personnel, management, or software change; (b) you have a decline in business, renovation, or other event that causes your property(ies) to temporarily or permanently close; (c) you no longer own, lease, manage, or control the operations of an entity, department, or agency for which you have purchased Services; (d) you do not have time, resources, or headcount to implement, use, manage, update, or learn about the Services; and/or (e) a reservation is not completed or partially completed (given that Company gets paid for booked and not completed reservations).
6.4 Payment Disputes
You have 10 days after receiving an invoice to dispute the invoice. To do so, you will notify us in writing of the disputed invoice, the amount at issue, and the reason for your dispute. You are not required to pay disputed amounts during the discussion period following your notice, but you are required to pay all undisputed amounts. If you do not provide timely notice, you waive your right to contest the invoice and the full amount of the invoice is due.
6.5 Taxes
You are responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to your OFs/SOWs, whether domestic or foreign (“Taxes”), other than Company’s income tax. Fees and Expenses are exclusive of Taxes. If you are required to withhold Taxes from payment to Company in certain jurisdictions, you must provide valid documentation confirming remittance of withholding. You must provide this documentation at the time of payment of the applicable invoice. If you contend that you are exempt from certain Taxes, you must provide Company with a valid tax exemption certificate or tax ID at the time you sign the OF/SOW.
6.6 Customer Purchase Orders
If you require an internal purchase order to pay Fees or Expenses, you will issue a purchase order within enough time to meet the payment obligations in Section 6.1.
7. Representations & Warranties
7.1 Representations & Warranties
This table lists the representations and warranties each party makes:
| Representation & Warranty | Made by Customer to Company | Made by Company to Customer |
|---|---|---|
| (a) Both parties have read, understood, and have the right and authority to execute and perform the obligations under these TOS, and any attendant OF/SOW |  | |
| (b) Customer has obtained or will obtain all necessary consents so that Company can process personal data under these TOS, and any attendant OF/SOW | | |
| (c) Customer has not knowingly provided any inaccurate information to Company about Customer’s business or properties | | |
| (d) Services will materially conform to the specifications noted in an OF/SOW | | |
| (e) Company will perform Professional Services according to industry standards | |
Warranties in Section 7.1(e) and (d) do not apply to issues arising from Third-Party Applications or misuse or unauthorized modifications of the Services. For Section 7.1(d), failure to deliver on any promises, product guarantees, integration capabilities, or roadmap items are not breaches of warranties unless they are specifically described in an OF/SOW.
7.2 Warranty Disclaimers
EXCEPT AS EXPRESSLY SET OUT IN THE TOS, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, SOFTWARE, INTEGRATED SYSTEMS, OR OTHER SYSTEMS OUTSIDE COMPANY’S CONTROL. These disclaimers apply to the full extent permitted by applicable law.
7.3 Warranty Remedy
We will use reasonable efforts to correct a verified breach of the warranty in Section 7.1(e). If we fail to do so within 30 days after your complaint (“Fix Period”), then either party may terminate the portion of the applicable SOW relating to the non-conforming Professional Services, in which case Company will refund you in accordance with Section 10.3(c). To receive this remedy, you must report a breach of warranty in reasonable detail within 30 days after delivery of the relevant Professional Service. This is your exclusive remedy and our sole liability for breach of the warranty in Section 7.1(e).
8. Indemnification
8.1 Indemnification Obligations
The indemnification obligations below require the indemnifying party to defend, indemnify, and hold harmless the indemnified party and its Associates against a third-party claim, suit, or proceeding. “Associates” are the indemnified party’s officers, managers, directors, shareholders, parents, subsidiaries, agents, employees, contractors, successors, and assigns.
| Indemnification Obligations If a Third-Party Claim, Suit, or Processing Arise Out of the Following Events: | Customer will Indemnify Company | Company will Indemnify Customer |
|---|---|---|
| (a) The Services infringe any intellectual property rights of a third party | | |
| (b) Customer did not obtain consent for Company to process personal information or Customer Data | | |
| (d) Claims that Customer’s use of the Services harasses, defames, defrauds, unlawfully surveils a third party, or violates any law or restriction applicable to Customer about electronic advertising, commerce, automated dialing, and spam | |
8.2 Indemnity Disclaimers
- Company’s indemnification obligations do not apply: (i) to portions of the Services not provided by Company or in combination with items not provided by Company; (ii) to Services made in whole or part in accordance with your suggestions or requirements; (iii) modification to or unauthorized use of the Services; or (iv) where your use of the Services is not in accordance with these TOS, related OF/SOW, and/or applicable law.
- Customer’s indemnification obligations do not apply to the extent the indemnification claim is related to Company’s breach of these TOS, related OF/SOW, and/or applicable law.
8.3 Indemnification Procedure
The indemnifying party’s obligations are subject to receiving from the indemnified party: (a) prompt notice of the claim (delayed notice will only reduce the indemnifying party’s obligations if it is prejudiced by the delay); (b) the exclusive right to control the claim’s investigation, defense, and settlement; and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement requires the indemnified party to admit fault or take or not take any action (except regarding the Services when Company is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
8.4 Exclusive Remedy
Section 8 is the indemnifying party’s sole liability and the indemnified party’s exclusive remedy against the other party for any claims described in this Section.
9. Liability, Damages, Caps, & Exclusions
“General Cap” means the cumulative amount paid or payable (whichever is more) by Customer to Company under these TOS in the 6 months immediately preceding the first incident giving rise to liability. This cap applies cumulatively to our and any Affiliates or properties using Services under these TOS, and across all OFs/SOWs executed under this TOS. Each OF/SOW, Affiliate, and property does not have its own cap.
“Uncapped Claims” means a breach of Section 2.6 (compliance with sanctions laws), Section 3.2 (Company owns Services, Usage Data, and Feedback), Section 5 (Confidentiality), Section 6.1 (Fees), Section 6.2 (Expenses).
9.1 Mutual Liability Cap for Direct Damages
WITH THE EXCEPTION OF UNCAPPED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATING TO THESE TOS WILL NOT EXCEED THE GENERAL CAP.
9.2 Exclusion of Indirect Damages
EXCEPT FOR LIABILITY RELATED TO BREACH OF INTELLECTUAL PROPERTY, NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, SYSTEM DELAYS OR INTERUPTIONS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
9.3 Exclusion of Liability & All Damages
COMPANY HAS NO LIABILITY AND RESPONSIBILITY FOR DAMAGES RELATED TO: (A) THIRD-PARTY APPLICATIONS & UPDATES; (B) ANY EQUIPMENT OR SOFTWARE COMPANY DOES NOT OWN AND CONTROL; (C) THE FLOW OF DATA TO AND FROM OTHER THIRD-PARTY APPLICATIONS; (D) YOUR FAILURE TO OBTAIN END USER AND/OR THIRD PARTY CONSENT FOR COMPANY TO PROCESS PERSONAL INFORMATION AND/OR COMPANY DATA; AND (E) STOLEN, LOST, OR PHISHED PASSWORDS OF YOUR AUTHORIZED USERS OR FROM ANY SECURITY BREACHES THAT RESULT FROM ACTIONS OR OMISSIONS WITH RESPECT TO SYSTEMS AND PROCESSES CONTROLLED BY YOU OR YOUR AFFILIATES.
9.4 Applicability of Limitations
The limitations in Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in these TOS fails of its essential purpose.
10. Term, Suspension, Termination, & Effects of Termination
10.1 Term
The term (“Term”) begins on the date that the Customer signs any Order Form or SOW (“Effective Date”), which incorporates these TOS by reference, and continues until the end of all OFs and SOWs.
10.2 OF/SOW Term
Each OF and SOW will contain a start date and term reflecting that OF/SOW’s term (“OF/SOW Term”). Each OF/SOW Term will automatically renew at the end of that OF/SOW’s Term for successive periods or for one year, whichever is greater, unless either party notifies the other, in writing, of non-renewal at least six months prior to the end of the current OF/SOW Term. You also agree that if you have provided written notice of your intent not to renew and at the end of an OF/SOW Term, you continue to use Services on that OF/SOW that you have consented to renew that Service at Company’s then-current list price for one more year.
10.3 Suspension of Services
Company may temporarily suspend the Services: (a) without notice, in exigent circumstances or for a suspension made to avoid security issues, material harm, or violation of law; or (b) with 30 days’ notice, if you fail to timely pay Company for undisputed Fees. Company is not liable to you or to any third party for any liabilities, claims, or expenses arising from or related to any suspension. Suspension does not excuse your obligation to timely pay Fees.
10.4 Termination of Services
- A party may terminate an OF/SOW if the other party: (i) fails to cure a material breach of these TOS within 30 days after written notice (detailing the date and nature of the material breach); (ii) ceases operation without a successor; (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if a proceeding is instituted against that party and not dismissed after 60 days; (iv) provides documented evidence of non-appropriation of funds for the time period that such OF/SOW applies; or (v) the other party becomes listed on or becomes owned by individuals listed on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country.
- If Company terminates an OF/SOW for your material breach, you will pay Company, within 30 days of termination, an amount equal to the greater of: (i) the monthly average amount invoiced under the applicable OF/SOW for the 12 months immediately prior to your material breach, multiplied by the number of months remaining in the OF/SOW term; or (ii) the total Fees reflected under the applicable OF/SOW, multiplied by the number of months remaining in the then-current term.
- If you terminate an OF/SOW for material breach, Company will refund you, as applicable to that OF/SOW, all unused, pre-paid amounts for Professional Services and a pro-rata portion of pre-paid Fees for Subscription Services.
10.5 Effects of Expiration or Termination
When an OF/SOW expires or terminates: (a) you lose your right to use and obtain the Services in the OF/SOW; (b) you will notify Third-Party Applications integrated with Services and immediately reimburse Company if such Third-Party Applications seek payment from Company in connection with the termination; and (c) Company will invoice you for all outstanding Fees and Expenses and, if certain Fees are due upon a reservation’s arrival or departure date, Company will continue to invoice you in accordance with these TOS, and you will remain obligated to pay such Fees, even if the invoices are issued after the OF/SOW’s termination or expiration date.
10.6 Transition Assistance
During an OF/SOW’s term, you may export Customer Data and reporting (as applicable) from the Services. After expiration or termination of an OF/SOW, self-service export is no longer available; however, you may request a copy of your Customer Data within thirty (30) days after termination, after which Company will delete Customer Data in accordance with Section 10.7.
10.7 Data Deletion
Unless we are legally required to maintain data, when an OF/SOW terminates, Company deactivates your account and erases Customer Data in accordance with product-specific, security, and business continuity retention schedules.
10.8 Survival
The following survive termination: (a) your obligation to pay Fees, Expenses, or amounts incurred before and after expiration or termination (depending on the type of Fees); and (b) any provision of these Terms of Service that expressly or by implication is intended to survive termination. If Customer has more than one OF/SOW, and only one is terminated, the other OFs/SOWs remain in effect.
11. Miscellaneous
11.1 Force Majeure
No delay or failure to perform under these Terms of Service (except a failure to timely pay Fees) is a breach if the delay or failure is attributable to acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, or embargoes.
11.2 Insurance
The parties will maintain commercially appropriate levels of insurance during the Terms of Service term.
11.3 Publicity
With your written approval, Company may name you as a customer and use your name, logo, and trademark on Company’s website and in Company’s promotional materials, including case studies.
11.4 Independent Parties
The parties are independent, not agents, partners, or joint venturers.
11.5 Assignment & Successors
Neither party may assign these Terms of Service or OF/SOW without the other party’s prior, written consent, unless the assignment is made pursuant to a merger, consolidation, or sale of substantially all assets.
11.6 Notices
Company will send notices to the email provided in an OF/SOW. You will send notices to contracts@mcmtechnology.com and to your Company customer success manager. Notices are received the day after they are emailed.
11.7 Waivers & Severability
Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms of Service are held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of the Terms of Service remain in effect.
11.8 Choice of Law & Jurisdiction
Where the customer is a public agency, state, or local governmental entity, these Terms of Service and all related claims are governed by the laws of the state in which such public agency is organized or located, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction, and the parties consent to the exclusive jurisdiction of the state and federal courts located in that state. For all other customers, these Terms of Service and all related claims are governed by the laws of the State of Delaware and US federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws, and both parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wilmington, Delaware.
11.9 Entire Agreement & Order of Precedence
These Terms of Service and attendant OF/SOWs are the entire agreement of the parties and supersede all other written or oral discussions or negotiations. The parties may only amend the TOS/OF/SOW by a formal, written amendment signed by both parties. An email is not an amendment, even if both parties express a mutual consent to a change. Terms in any Customer purchase orders, vendor agreements, online agreements, policies, or similar documents, irrespective of when signed, are void. The order of precedence is: OF/SOW, any applicable TOS Annex, and the TOS.
The parties have read and understand the Terms of Service. The controlling language of the Terms of Service is English and if Customer has the legal right to have contracts drafted in a different language Customer has voluntarily waived this right. Customer agrees that Company provides all Services and support in English.
Last updated September 17, 2026