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Service Level Agreement

Service Level Agreement

This Service Level Agreement shall automatically renew.

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

  1. RECITALS

    1. Whereas myODIE.com is an Information Technology Consulting company validly existing and in good standing under the laws of the State of Colorado, with power to carry on its business as it is now being conducted.
    2. Whereas "CLIENT" is doing business in the State of "STATE" and in need of Webroot Services, and whereas the “CLIENT” desires to retain myODIE.com to service the “CLIENT” under the following terms and conditions:

  2. DEFINITIONS

    • “Emergency Technical Support” Emergency Technical Support is for IT emergencies only! Emergencies are defined as production services that are unavailable to a wide-scale audience or when mission critical work is at stake. This service is not intended for individuals to receive routine technical support services.
    • “Level I Technical Support” Level I Technical Support is for all hardware and software relating to Microsoft Windows based desktops, laptops, tablets, and any peripheral devices, such as scanners, printers, monitors, mice, and keyboards which are physically attached to a desktop, laptop, or tablet.
    • “Level II Technical Support” Level II Technical Support is for all hardware and software relating to Microsoft Windows based servers, and any peripheral devices, such as tape drives, printers, monitors, mice, and keyboards which are physically attached to a server. Level II Technical Support also includes any and all web-based application services and any and all hosted application services including Autotask Endpoint Management Remote Monitoring and Management services.
    • “Level III Technical Support” Level III Technical Support is for all Apple based desktops/servers/iOS devices as well as hardware infrastructure components, such as routers/firewalls, hubs, switches, patch panels, network printers, MODEMS, and wireless access points which are physically attached to Local Area Network (LAN), and any cellular phones or tablet devices. Level III Technical Support also includes any and all electronic medical/health record systems and all developed applications not typically sold “Over-The-Counter” at a box retailer (i.e. Best Buy/Office Depot/Staples).
    • “Mission Critical” Mission Critical are situations defined as causing major, widespread disruption of office activities, such as an offline server, general network outage, e-mail server outage, office-wide virus activity, or loss of printing capabilities from all user workstations.
    • “Non-Mission Critical” Non-Mission Critical are situations defined as causing minor disruption impacting a single end user, such as an offline workstation (where other workstations are available for use), offline printer (where other printers are available for use), and remote user issues.
    • “Service Request” A Service Request is a request for technical support services, and may be submitted by using the myODIE.com Client Access Portal (support.myodie.com), or by emailing myODIE.com Technical Support at support@myodie.com, or by calling the myODIE.com Technical Support Line at +1 720-439-3838.

  3. GENERAL TERMS AND CONDITIONS

    1. myODIE.com is not responsible for hardware/software licensing compliance, regulatory compliance (i.e. SOX, GLBA, PCI-DSS, and HIPAA) and/or any legal compliance the “CLIENT” may be subject to.
    2. myODIE.com prohibits installation/upgrade/support of any pirated or illegal software. The “CLIENT” must be able to produce, on request, proof of ownership for all software with sufficient number of per seat/per user licenses for all applications used in the office. Original software disks indicating the “CLIENT” as the legal owner, including proof of license shall be kept available, preferably in one central place to facilitate verification, software updates, and system reloads.
    3. The “CLIENT” agrees that it will inform myODIE.com of any modification, installation, or service performed on the network by individuals not employed by myODIE.com. To ensure in providing an efficient and effective future support response.
    4. In addition, the “CLIENT” shall be responsible for protecting data stored on the system and any necessary data backup. myODIE.com disclaims responsibility for any lost, damaged, or destroyed software program, data or media stored on any part of the system, which includes deletion or alteration of the contents of any data storage media which may occur during service or repair of the system. It is the responsibility of the “CLIENT” to ensure a complete and recent backup of all data that exists.
    5. myODIE.com does not assume responsibility for data at rest/transmitted on any and all systems upon which work is to be performed.
    6. myODIE.com does not assume responsibility for any 3rd party application installations or upgrades where data is present where data can be changed, lost, or deleted. This includes, but not limited to, electronic medical/health record systems, developed applications, or any “over-the-counter” software applications sold at a typical box retailer (i.e. Best Buy, Office Depot, Staples). It is the responsibility of the “CLIENT” to ensure a complete and recent backup of all data exists.
    7. myODIE.com may be required to contact a 3rd party vendor for technical support services, such as a hardware/software manufacturer. myODIE.com will bill the “CLIENT” any and all costs incurred by this 3rd party vendor support.
    8. myODIE.com will not be held liable in conjunction with items (Section 3 Items 4 thru 7) for any data loss, including, without limitation, damages for loss of business profits, business interruption, and loss of business information, lost savings, or other incidental or consequential damage arising out of or in connection with work performed under this Service Level Agreement.
    9. myODIE.com does not assume responsibility of functionality for any 3rd Party “Over-the-Counter” developed applications (i.e. Adobe, Java, Filezilla, QuickBooks, Inteleviewer, etc.).
    10. Patch management is a process for identifying, acquiring, installing, and verifying patches for products and systems. "CLIENT" agrees to comply with the myODIE.com Patch Management Policy for all Microsoft/Windows Updates and Core Applications (Adobe, Java, ETC.) updates. "CLIENT" agrees to a monthly charge of (15) minutes per machine/per month based on myODIE.com Technical Support Rates and Service Level Agreements.
    11. myODIE.com only recommends corporate grade systems, from manufacturers like Dell, Gateway, HP, Seneca Data and similar companies which meet the minimum system requirements in our Minimum System Requirements Document. myODIE.com does sell hardware, but as a service, we can assist with obtaining competitive quotes for the “CLIENT” to purchase the hardware directly. All quotes and time spent via e-mail or phone are billed accordingly at Research Support rates.
    12. The “CLIENT” assumes all responsibility and costs for drop shipments signed for and left at locations from all carriers set up by myODIE.com. The “CLIENT” will provide myODIE.com with a main contact person within their office for this activity.
    13. myODIE.com shall not be responsible to the “CLIENT” for loss of use of the network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the network other than by authorized representatives of myODIE.com.

  4. BILLING TERMS AND CONDITIONS

    1. myODIE.com invoices are sent via e-mail to the “CLIENTS” Office/Practice Manager.
    2. myODIE.com may send statements via e-mail to the “CLIENTS” Office/Practice Manager on a pre-determined day if overdue balances exist.
    3. Any service performed by myODIE.com outside the scope of this Service Level Agreement will be billed in accordance with Technical Support Rates and Trip Fees Document.
    4. Amounts referenced on invoices are in U.S. Dollars.
    5. myODIE.com reserves the right to impose an increase to the monthly Service Level Agreement price due to change in market vendor rates. This cost increase will apply to all billable charges of the Service Level Agreement and will be in effect for the remainder of the Service Level Agreement.
    6. If at any time questions should arise regarding billing or services performed, and “CLIENT” wishes to discuss or dispute an invoice for services, myODIE.com must be notified within 10 days of the invoice due date; otherwise, upon the sole discretion of myODIE.com, said invoice will be considered due and final.
    7. The “CLIENT” and myODIE.com agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Service Level Agreement to mediation.
    8. myODIE.com requires on-site work cancellation requests to be cancelled (2) hours before their scheduled appointment by calling +1 720-439-3838 or the “CLIENT” will be subjected to a $25.00 cancellation fee and trip fees (if applicable).
    9. myODIE.com requires off-site/remote work cancellation requests to be cancelled (30) minutes before their scheduled appointment by calling +1 720-439-3838 or the “CLIENT” will be subjected to a $25.00 cancellation fee.
    10. myODIE.com does not discount software and hardware purchased by myODIE.com, as these are generally provided at or near cost as a service to the “CLIENT”.
    11. myODIE.com does not discount the Trip Fees. Each technician dispatched to the “CLIENTS” location will require a Trip Fee, per visit. (See Technical Support Rates & Trip Fees Document.)
    12. Time & Materials Service Level Agreement Billing Information:
      1. All Time & Material invoices are billed on the first day of each month for the preceding month.
      2. All Time & Material invoices are NET 15 TERMS.
      3. All Time & Material payments for technical support services over 15 days will be subject to a $25 late fee per 15 days if not paid.
      4. If Time & Material payments are not received by the end of the month all technical support services will be suspended.
      5. Time & Material payments, if paid by check, should be mailed to the address listed on the invoice.
      6. Time & Material payments, if paid by credit card, should be handled in-person or over the phone. Please note a 3.5% Convenience Fee will be added to all credit card transactions. (Please do not e-mail credit card information to myODIE.com.)
      7. Time & Material payments should not be given to an myODIE.com Technical Support Technician.
    13. Block Hour Service Level Agreements Billing Information:
      1. All Block Hour Service Level Agreements are invoiced between the 10th and the 15th of each month and due by the end of the month prior to the start of your block hours.
      2. No exceptions for late payments will be made for Block Hour Service Level Agreement.
      3. If a payment for a Block Hour Service Level Agreement is received after the 1st of the month, the payment will be mailed back to the “CLIENT” along with a “Time and Materials Service Level Agreement Notification Letter” stating the “CLIENT” has been reclassified as a Time and Material Service Level Agreement customer for that month forward.
      4. If the “CLIENT” wishes to renew their Block Hour Service Level Agreement with myODIE.com, a new Block Hour Service Level Agreement will need to be signed and is at the discretion of myODIE.com Senior Management Team.
      5. myODIE.com has the right to refuse a Block Hour Service Level Agreement for the “CLIENT” who has not paid their Block Hour Service Level Agreements on time in the past.
      6. myODIE.com will deduct the Trip Fees from the balance of the Block Hour Service Level Agreement.
      7. All unused Block Hour Service Level Agreement hours will not be rolled/carried over to next month.
      8. Upon depletion of the Block Hour Service Level Agreement hours, all subsequent Overage Hours will be billed at Time & Material Service Level Agreement rates.
      9. All Block Hour Service Level Agreement Overages are billed on the last day of each month.
      10. All Block Hour Service Level Agreement Overage invoices are NET 15 TERMS.
      11. All Block Hour Service Level Agreement Overage payments for technical support services over 15 days will be subject to a $25 late fee per 15 days if not paid.
      12. If Block Hour Service Level Agreement Overage payments are not received by the end of the month all technical support services will be suspended.
      13. Block Hour Service Level Agreement and Block Hour Service Level Agreement Overage payments, if paid by check, should be mailed to the address listed on the invoice.
      14. Block Hour Service Level Agreement and Block Hour Service Level Agreement Overage payments, if paid by credit card, should be handled in-person or over the phone. Please note a 3.5% Convenience Fee will be added to all credit card transactions. (Please do not e-mail credit card information to myODIE.com.)
      15. Block Hour Service Level Agreement and Block Hour Service Level Agreement Overage payments should not be given to an myODIE.com Technical Support Technician.
    14. Hardware and Software Billing Information:
      1. Any hardware and software merchandise will be billed separately, and costs will be based on vendor price schedules at the time of purchase.
      2. myODIE.com requires 100% payment at the time of the order for all hardware and software provided by myODIE.com to the “CLIENT”.
      3. All equipment payments, if paid by check, should be mailed to the address listed on the invoice. Or if equipment is being purchased on the same day as installation it should be given to an myODIE.com Technical Support Technician at the time of installation.
      4. No equipment will be purchased until payment arrangement have been made with myODIE.com.
      5. Discounts expressed within this Service Level Agreement do not apply to hardware or software or other device purchases that may be needed or requested from the “CLIENT”.
      6. myODIE.com reserves the right to require prepayment of labor if the “CLIENT” is beyond 30 days of the invoice date for all hardware, software installation or deployment.
      7. ll equipment payments, if paid by credit card, should be handled in-person or over the phone. Please note a 3.5% Convenience Fee will be added to all credit card transactions. (Please do not email credit card information to myODIE.com.)

  5. CONFIDENTIALITY, PRIVACY AND COMPLIANCE

    1. This Confidentiality, Privacy and Compliance portion of this Service Level Agreement is in addition to the myODIE.com Confidential Agreement terms and conditions set forth between myODIE.com and the “CLIENT” in any and all contracts currently existing or hereafter created between the “CLIENT” and myODIE.com. This Service Level Agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.
    2. myODIE.com acknowledges that in the course of providing services to said “CLIENT”, myODIE.com may learn from the “CLIENT” certain non-public personal and otherwise confidential information relating to said “CLIENT”, including its customers, consumers or employees. myODIE.com shall regard any and all information it receives which in any way relates or pertains to said “CLIENT”, including its customers, consumers or employees as confidential.
    3. myODIE.com shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve the “CLIENT” or as are expressly and specifically permitted in writing by said “CLIENT” or as are required by applicable law.
    4. Said “CLIENT” acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential.
    5. Said “CLIENT” also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by myODIE.com or which comes to its attention during the course of business and provided under this Service Level Agreement constitute valuable assets of, and confidential and/or proprietary to myODIE.com.
    6. This provision shall survive termination of this Service Level Agreement and any other agreements between the “CLIENT” and myODIE.com.

  6. CANCELLATION OF SERVICE LEVEL AGREEMENT

    1. Service Level Agreements can be canceled because of any of the following:
      1. Should myODIE.com not perform to the terms of this Agreement in a satisfactory manner, the “CLIENT” will provide myODIE.com written notice of failure to comply. If, after 30 days, myODIE.com has not met the terms of the written notice, the “CLIENT” may upon their sole discretion, cancel this Agreement.
      2. If one of the parties shall be declared insolvent or bankrupt.
      3. If a petition is filed in any court and not dismissed in ninety (90) days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute.
      4. If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties.
      5. If the “CLIENT” does not pay myODIE.com within thirty (30) days from receipt of myODIE.com’s invoice and/or otherwise materially breaches this Service Level Agreement.
      6. myODIE.com reserves the right to suspend or terminate this Service Level Agreement if in its sole discretion, conditions at the service site pose a health or safety threat to any myODIE.com employee.
      7. myODIE.com may terminate this Service Level Agreement with thirty (30) days prior written notice to the “CLIENT” for convenience or good cause.
    2. Once Service Level Agreement has been canceled the following will apply:
      1. All proprietary “CLIENT” data and infrastructure notes including but not limited to user names and passwords will be turned over to “CLIENT” upon request, within (72) business hours of written notice of intent to cancel the Service Level Agreement. These requests must be sent to support@myodie.com. No “CLIENT” information will be surrendered if outstanding amounts are due on the “CLIENT” account.
      2. All labor necessary to compile, return the “CLIENTS” data, and gather infrastructure notes back to the client, will be billed with the remaining block hours. In the case of depleted block hours, Time and Material rates will apply.
      3. All final amounts due at Service Level Agreement cancellation are due via check (no credit cards will be accepted).
      4. If the “CLIENT” has a Block Hour Service Level Agreement, and has block hours remaining, the amount will be payable back to the “CLIENT” at the current Block Hour Service Level Agreements rates within (30) days of cancellation to allow time for all pending time entries to be reviewed and processes against the balance or services rendered.
      5. If the “CLIENT” needs to cancel their Block Hour Service Level Agreement, all rates for subsequent support work not yet billed, will revert back to Time & Material rates.

  7. HARDWARE AGREEMENT

    1. myODIE.com shall provide to “CLIENT” technical support services which includes, but is not limited to the following:
      1. Desktop/Laptop/Tablet Hardware Technical Support Services:
        1. On Desktop PCs:
          1. CD/DVD-ROMs
          2. CPUs
          3. hard drives
          4. memory modules
          5. motherboards
          6. power supplies
          7. MODEMs
          8. Any peripheral devices (Monitor/Mouse/Keyboard/etc.)
        2. On Laptop PCs:
          1. hard drives
          2. memory modules
          3. keyboards
      2. Server Hardware Technical Support Services:
        1. On Servers:
          1. CD/DVD-ROMs
          2. CPUs
          3. hard drives
          4. memory modules
          5. motherboards
          6. power supplies
          7. MODEMs
          8. Any peripheral devices (Monitor/Mouse/Keyboard/Tape Drive/etc.)
      3. Mobile Computing Hardware Technical Support Services:
        1. myODIE.com does not service Slate/iPad/Surface/Phone hardware devices.
      4. Printers Hardware Technical Support Services:
        1. myODIE.com does not service printer/copier/multi-function machine hardware of any kind.
      5. Network Hardware Technical Support Services:
        1. Routers/Firewalls
          1. myODIE.com does not service routers/firewall hardware of any kind.
        2. Switches/Hubs
          1. myODIE.com does not service switch/hub hardware of any kind.
        3. ISP MODEMs
          1. myODIE.com does not service ISP MODEM hardware of any kind.
        4. Network Infrastructure Components assembled.
    2. myODIE.com Service Level Agreement may be used toward commercial hardware and network technical support services for the “CLIENT” ONLY. Residential support services WILL NOT be conducted under this agreement. myODIE.com’s professional liability insurance does not allow us to conduct onsite or offsite technical support service, with the exception of offsite VPN assistance.
    3. Hardware service, repair or upgrades may be performed by a 3rd party vendor. myODIE.com cannot warranty the completed work by a 3rd party vendor.

  8. WARRANTY INFORMATION AND EXCLUSIONS

    1. Warranty Information:
      1. myODIE.com warranties labor for (7) days. Software/hardware warranties are as supplied from the respective manufacturers.
      2. myODIE.com makes no implied or explicit warranty for software/hardware that is to be installed based upon manufacturer and/or industry standards.
      3. If myODIE.com returns onsite or initiates any offsite/remote sessions in response to warranty service requests, and reveals the underlying cause was not due to any failure or error on the part of myODIE.com, the service call will become billable labor as designated by myODIE.com Technical Support rates (See Technical Support Rates and Trip Fees Document). In this case, myODIE.com will provide verbal or written documentation explaining the root cause and why it is not a warranty issue.
      4. myODIE.com warranty support requests shall be made in writing to support@myodie.com and must include the following:
        1. Service Call Ticket Number (Example: T20131125.0002)
        2. State how this issue is related to or appears to be caused by the prior work done by myODIE.com.
      5. myODIE.com provides superior service. Computers and networks are complex systems with sometimes unpredictable interactions between various application software and hardware configurations. myODIE.com will strive to explain clearly when these unanticipated interactions cause problems which are not specifically tied to warranted work.
    2. Warranty Exclusions:
      1. myODIE.com does not recommend generic desktops, laptops, tablets and servers assembled from off-the shelf components (AKA “White Boxes”). Desktops, Laptops, Tablets, and Server should be purchased from leading manufactures, such as Dell, HP, Seneca Data, SuperMicro, etc. No warranty of labor is provided on these types of systems.
      2. myODIE.com does not recommend refurbished desktops, laptops, tablets and servers that were previously owned. No warranty of labor is provided on these types of systems, due to the devices age.
      3. myODIE.com will not support any desktops, laptops, tablets and servers knowingly and intentionally operated by the “CLIENT” without a paid licensed virus/malware/spyware protection, or un-licensed and un-patched software. No warranty of labor is provided on these types of systems.
      4. myODIE.com accepts no responsibility or liability for: lost/missing or corrupted data, due to viruses, worms, hacked systems, which can result in mission critical situations or financial loss. No warranty of labor is provided on these types of systems. It is the responsibility of the “CLIENT” to ensure that a complete and recent backup of all data exists, and computer related prevention is addressed.
      5. myODIE.com accepts no responsibility or liability for: lost/missing or corrupted data due to installation or upgrading of a 3rd Party Applications which can result in mission critical situations or financial loss. No warranty of labor is provided on these types of systems. It is the responsibility of the “CLIENT” to ensure that a complete and recent backup of all data exists.
      6. myODIE.com reserves the right to decline any warranty including but not limited to other Information Technology Support Providers actions, such as: when the End User/”CLIENT” (or another administrator/3rd party) elects self-installation of hardware/software in a corporate setting. This includes, but is not limited to: applications, Windows/Microsoft updates, other software updates, and any hardware installation.

  9. LIMITATION OF LIABILITY

    myODIE.com, its principal members and employees, shall not be liable for any direct or indirect damages to the customer other than actual damages directly and proximately resulting from the failure, delay, or non-performance of the services. The total liability of myODIE.com for such damages will be limited and will not exceed $500,000.00 (five hundred thousand dollars) per claim and/or $500,000.00 (five hundred thousand dollars) per aggregate for services rendered during the term of this Service Level Agreement. The liability arising out of contract, tort, breach of warranty, infringement or otherwise, shall not include liability for loss of profits, loss or inaccuracy of data or indirect, special, incidental or consequential damages.

  10. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

    All programming, copyrightable works, writings, drawings, designs, or other works created or developed by myODIE.com or its personnel during the performance of this Agreement and delivered to the “CLIENT” shall become the property of the “CLIENT”. The “CLIENT” does not grant to myODIE.com or its personnel any rights or licenses to the works delivered by it to the “CLIENT” under this Service Level Agreement. All copyright, patent, trade secrets, and other intellectual property rights arising out of the works created or developed by myODIE.com or its personnel in performance of this Service Level Agreement shall be the exclusive property of the “CLIENT”.

  11. FACTORS BEYOND CONTROL OF EITHER PARTY (FORCE MAJEURE)

    No party shall be liable for any loss or damage due to failure or delay in rendering any service called for under this Service Level Agreement resulting from any cause, including but not limited to acts of God, flood, hurricane, extreme weather, fire, or other natural calamity, acts of governmental agencies, or similar causes beyond either party’s reasonable control.

  12. RIGHT TO USE SUBCONTRACTORS

    To ensure the prompt and efficient performance of its obligations hereunder, myODIE.com may subcontract any of the work to be performed.

  13. RIGHT TO SUBSTITUTE FOR ANY INVALID OR UNENFORCEABLE PROVISION

    The invalidity or unenforceability of any provision of the Service Level Agreement shall not affect the validity or enforceability of the other provisions, and this Service Level Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted. myODIE.com and the “CLIENT” agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the invalid and unenforceable provision.

  14. NON-HIRE CLAUSE

    1. The “CLIENT” acknowledges that myODIE.com is involved in a highly strategic and competitive business. The “CLIENT” further acknowledges that the “CLIENT” would gain substantial benefit and that myODIE.com would be deprived of such benefit, if the “CLIENT” were to directly hire any personnel employed by myODIE.com.
    2. Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by the “CLIENT” during the course of engagement and for a period of one (1) year thereafter. Except as otherwise provided by law, the “CLIENT” shall not, without the prior written consent of myODIE.com, solicit the employment of myODIE.com personnel during the term of this Service Level Agreement and for a period of one (1) year following expiration of this Agreement.
    3. The “CLIENT” agrees that myODIE.com’s damages resulting from breach by the “CLIENT” of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event the “CLIENT” violates this provision, the “CLIENT” shall immediately pay myODIE.com an amount equal to an employment placement fee of three hundred (300) times the last hourly rate billed to the “CLIENT” for said employee immediately due to myODIE.com, as liquidated damages and myODIE.com shall have the option to terminate this Agreement without further notice or liability to the “CLIENT”. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs myODIE.com would incur to identify, recruit, hire and train suitable replacements for such personnel.
    4. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.

  15. GOVERNING LAW AND EQUITABLE RELIEF

    This Agreement shall be governed and construed in accordance with the laws of the United States of America and the State of Colorado and “Client” consents to the exclusive jurisdiction of the state courts and federal courts located there for any dispute arising out of this Agreement. “Client” agrees that in the event of any breach or threatened breach by “Client”, “Client” may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect “Client” against any such breach or threatened breach.

  16. FINAL AGREEMENT

    This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

  17. SURVIVAL

    This Agreement shall continue in full force and effect at all times.

  18. SUCCESSORS AND ASSIGNS

    This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of “Client” hereunder are not assignable.

  19. SERVERABILITY

    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

  20. NOTICES

    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

    To:
    myODIE.com, LLC (D.B.A myODIE.com)
    ATTN: Chad S. Clark (Owner) | Michael C. Fisher (Owner)
    17577 Pine Ln, APT 3101
    Parker, Douglas County, Colorado, 80134-6531
    United States of America
    +1 720-439-3838 – Phone
    +1 720-439-3839 – Fax
    sales@myodie.com – E-mail

  21. NO IMPLIED WAIVER

    Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Service Level Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

  22. HEADINGS

    Headings used in this Service Level Agreement are provided for convenience only and shall not be used to construe meaning or intent.

  23. ATTORNEY’S FEES

    If any action at law or in equity is brought to enforce or interpret the provisions of this Service Level Agreement, the prevailing party in such action shall be awarded its attorneys' fees and costs incurred.

  24. COUNTERPARTS AND RIGHT

    This Service Level Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing on behalf of “Client” represents that he or she has the right and power to execute this Service Level Agreement.

  25. ENTIRE AGREEMENT

    This Service Level Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter.

    The “CLIENT” acknowledges they have read this Service Level Agreement, understands and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Service Level Agreement between the parties. This Service Level Agreement may not be modified or altered except by mutual written agreement, signed by both parties.