RPC Services Agreement

RACKSPACE PRIVATE CLOUD SERVICES AGREEMENT

This Rackspace Private Cloud Services Agreement (this “Agreement”) is between Rackspace (“Rackspace” or “we”) and the customer identified in a RPC Service Order that incorporates this Services Agreement (“Customer” or “you”).

 

BACKGROUND

A. Customer has deployed or plans to deploy a cloud computing platform that incorporates software distributed by the OpenStackTM Project located at openstack.org (“OpenStack Software”);

B. Rackspace provides various Support Services for OpenStack Software.

Customer and Rackspace agree that Rackspace will provide services related to Customer’s use of OpenStack Software as defined in this Agreement and subject to the limitations, terms, and conditions stated in this Agreement.

 

AGREEMENT

1 DEFINED TERMS. The following words, when capitalized, shall have the meaning stated:

1.1 “Rackspace Private Cloud” or “RPC” means Customer’s cloud computing platform for which Rackspace is providing Support Services under a Service Order, and which conforms to the Rackspace Configuration for OpenStack.

1.2 “Business Day” or “Business Hours” means 9:00 a.m. – 5:00 p.m. Monday through Friday, United States Central time, excluding federal public holidays in the United States.

1.3 “Confidential Information” means all information disclosed by one party to the other, whether before or after the effective date of this Agreement, that the recipient should reasonably understand to be confidential, including: (i) for each party, any Intellectual Property or proprietary information maintained in confidence (such as unpublished source code or inventions), (ii) for Rackspace, the Rackspace Configuration for OpenStack, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including non-graphic information that Customer may observe on a tour of a data center), and other proprietary information or technology, and (iii) for both parties, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one party, without reference to the other’s Confidential Information, that a party develops independently without reference to the Confidential Information of the other party, or that becomes available to one party other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

1.4“Intellectual Property” or “IP” means legally protectable rights related to patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property.

1.5 “Rackspace Configuration for OpenStack” means the materials provided to Customer by Rackspace specifying hardware, networking, software configuration and other elements of an OpenStack cloud deployment required for RPC Support Services and which may include requirements regarding the hardware specifications, Operating System and other software versions, and configuration scripts. The then current minimum requirements for the Rackspace Configuration for OpenStack may be described in a Schedule to a given Service Order.

1.6 “Rackspace Private Cloud Software” means the compilation of software, including OpenStack software distributed by Rackspace and identified in the Rackspace Configuration for OpenStack.

1.7 “Services” or “Support Services” means the Rackspace support services identified on a specific Service Order and describe in an attached Schedule thereto. 

1.8 “Service Level Agreement” means a guarantee or guarantees identified in a Schedule to an applicable Service Order as a “Service Level Agreement” or “Service Level Guarantee.”

1.9 “Service Order” means a document signed by the parties or agreed to electronically for Services pursuant to this Agreement and which describes a specific cloud computing platform for which Rackspace is to provide Services under this Agreement or the nature of the Support Services.

 

2 SERVICES 

2.1 Rackspace’s obligation to provide Services is contingent on Customer’s satisfaction of Rackspace’s credit approval criteria. Rackspace will provide the Services in accordance with this Section 2 and any support process described in a Schedule to an applicable Service Order. Rackspace will perform the Services in a good and professional manner and in accordance with applicable law as set forth in Section 15 below. Rackspace’s obligation to provide Support Services is contingent on successful completion of Rackspace’s verification that the RPC conforms to the requirements of this Agreement (Rackspace Configuration for OpenStack and supported Rackspace Private Cloud Software versions) and any specification requirements detailed in a given Service Order.

2.2 Excluded Services. Rackspace is not required to provide any support (including Support Services) directly to Customer’s end users. You agree that you will not refer your End Users to Rackspace for direct support without Rackspace’s prior written consent. Rackspace’s engineering and development personnel are not required to interact with Customer personnel other than the skilled engineering and technical personnel designated by Customer as provided in Section 3 (Customer Obligations) below. Unless specified in a given Service Order, Rackspace is not required to support any element of Customer’s RPC other than those running the Rackspace Private Cloud Software as identified in the Rackspace Configuration for OpenStack, examples of specifically excluded services may be detailed in a given Service Order.

2.3 Rackspace Configuration for OpenStack. Rackspace will provide Support Services only for deployments meeting the Rackspace Configuration for OpenStack in effect at the beginning of the deployment. Rackspace may from time to time UPDATE the Rackspace Configuration for OpenStack. Following initial deployment, Customer is not required to UPDATE the RPC in response to changes in the Rackspace Configuration for OpenStack, but shall use reasonable efforts to UPDATE the RPC to the current standards set forth in the Rackspace Configuration for OpenStack at appropriate times in the lifecycle of the hardware, networking and software elements that comprise the RPC. Notwithstanding the preceding, in order to receive support for the RPC it must at all times adhere to the supported versions as described in Section 2.4 below. Customer shall make its RPC platform design and other documentation available to Rackspace for review at all times during the term of a given Service Order. Rackspace may terminate any Service Order without liability if the RPC covered by the Service Order does not conform to the applicable Rackspace Configuration for OpenStack and Customer fails to cure the non-conformity within thirty (30) days of Rackspace’s notice describing the non-conformity in reasonable detail.

2.4 Supported Versions of OpenStack Software. Rackspace will provide Support Services only for the version of the Rackspace Private Cloud Software that is the latest release as of the beginning of the deployment. Rackspace is not required to provide Support Services at any time under this Agreement for any but the current and one prior major version release of the Rackspace Private Cloud Software. To continue to receive Support Services, Customer must UPDATE the RPC from time to time with the current Rackspace Private Cloud Software releases. Customer shall be responsible for initiating UPDATEs to released versions, but Rackspace Support Services shall include support for updating. 

2.5 Rackspace Installed Third Party Support Software. As part of certain Support Services (such as Core Software Support Services or Software Support for Swift Services), Rackspace may install third party software which it has licensed to use and install on the RPC in order to monitor and support your system(s) (the “Third Party Support Software”). For example, Rackspace may utilize software developed by CA, Inc. to monitor remote RPC systems. You are prohibited from (i) accessing and utilizing the Third Party Support Software and (ii) copying, duplicating, or modifying the Third Party Support Software. You agree that, upon termination of this Agreement or of an applicable Service Order, you will permit Rackspace to remove the Third Party Support Software from the RPC at the time of termination.

2.6 Training & Certification Services. Training details will be specified on an applicable Service Order, including location, attendees, and fee detail, as well as the applicable cancelation, substitution, and dismissal policies. Rackspace retains ownership of all copyright and other intellectual property rights in the course material provided in Training & Certification Services, including any documentation, technical information, and know-how provided in connection with the Training. Any information provided to you as part of Training or Certification shall be held in confidence and may not be disclosed or copied, without the express written permission of Rackspace. You may not use a recording or copy device in training or examinations without Rackspace’s written consent. Training, Training material, Certification Exams, and other information provided by or on behalf of Rackspace in connection with Training and Certification Services are furnished on an “AS-IS” basis, without warranty of any kind.

 

3 CUSTOMER OBLIGATIONS 

3.1 Access. Customer will enable Rackspace’s reasonable method for secure access to the RPC for the purpose of performing the Services. Customer will permit Rackspace to use a remote viewing tool as needed for Escalation Services. Additional requirements for remote access to the RPC may be detailed in a given Service Order.

3.2 Customer Personnel. Customer’s technical personnel shall have the skill and experience necessary to interact with Rackspace’s support and technical personnel, shall be active members of the OpenStack community, and shall keep current on OpenStack developments as they related to RPC. Customer shall designate senior engineering and development staff to interact with Rackspace’s support team under this Agreement, and such personnel shall work with Rackspace in a collaborative and cooperative manner to jointly resolve support issues. 

3.3 Data Backup. Customer shall maintain backups of all information stored on the RPC on an environment separate from the RPC. Rackspace accepts no responsibility for the integrity of data on the RPC. 

3.4 Laws Applicable to Customer. Customer acknowledges that it is solely responsible for compliance with all laws applicable to its use of the RPC, including data privacy laws and regulations. If Rackspace’s access to the RPC under this Agreement would result in exposing Rackspace to regulated data (including but not limited to personal data or financial information) in violation of applicable law, Customer shall communicate such to Rackspace in writing and Customer shall take appropriate measures to encrypt or secure such data, or otherwise prevent access to such data by Rackspace.

3.5 Export Laws. Customer shall comply with applicable export laws. Customer represents and warrants that it is not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and is not otherwise a person to whom Rackspace is legally prohibited to provide the Services. Customer may not use the Services in the design, manufacture, production, stockpiling or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D:4 and D:3, as set forth in Supplement No 1 to Part 740 of the United States Export Administration Regulations, or as otherwise prohibited by law.

3.6 No High Risk Use. Customer may not use the RPC in any situation where failure or fault of the RPC could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Customer may not use, or permit any other person to use the RPC in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices. 

 

4 RESTRICTIONS ON RESALE 

During the Term of this Agreement, Customer may use the RPC for its internal business purposes, and to provide services to its customers. Customer may resell the use of the virtual machines provisioned on the RPC or the use of the RPC if bundled with Customer’s own service, provided that Customer may not resell the Services , use of the RPC on a stand-alone basis, or resell the RPC for the purpose of creating a public cloud offering that competes with any cloud services offered by Rackspace.

 

5 INTELLECTUAL PROPERTY

Each party shall retain ownership of its Intellectual Property created, authored, or invented by it prior to or after the Effective Date. Any Intellectual Property provided by one party to the other pursuant to this Agreement is licensed for use on a limited, revocable, non-sublicensable, non-transferable basis solely for use in providing or using the Services; provided that if and to the extent a party contributes any Intellectual Property to the OpenStack project, the other party shall have those license rights defined in the Apache 2.0 license.

 

6 FEES

6.1 Fees. Fee amounts are stated on the Service Order. 

6.1.1 Deployment Services. Any Deployment Services fees shall be stated on the initial Service Order. 

6.1.2 RPC Verification Fee. Rackspace will invoice verification fees in arrears following completion of each verification process under Subsection 2.1. Rackspace may charge a verification fee for each separate verification process, including any re-verification process that is performed following a change to a RPC to bring it into compliance with the requirements of this Agreement.

6.1.3 Support Fees. Unless otherwise specified in a Service Order, Rackspace will invoice fees for Support Services monthly in arrears based on the number of physical servers included in RPC. The process for verifying the Support Fees and the number of physical servers included in the RPC will be described in the applicable Service Order.

Customer agrees that it shall not manipulate the number of servers for the purpose of reducing its fees and shall provide Rackspace access to the RPC upon Rackspace’s request for the purposes of such count. Rackspace may also utilize a service agent which runs on the RPC for purposes of conducting such count, and Customer agrees to cooperate with Rackspace to ensure the functionality of such agent.

6.1.4 Distinct Cloud Environment Fees. Rackspace may charge a separate fee for each set of an active controller node and a corresponding group of physical servers, regardless of role (each set a “Distinct Cloud Environment”). If the number of physical servers included in the RPC changes and the resulting number of Distinct Cloud Environments change, Rackspace shall increase or decrease the Distinct Cloud Environment Fee(s) as well. Such fee shall be specified on the applicable Service Order.

6.1.5 Fee Increases. If following the initial term or any renewal term you do not renew a Service Order, but continue to use the Services on a month-to-month basis, Rackspace may increase the fees on ninety (90) days advance written notice.

6.1.6 Early Termination Fee. If you terminate a Service Order for convenience, we may charge you an early termination fee equal to the minimum monthly fee times the number of months remaining in the then current term of the Service Order, including a prorated amount for any partial month.

6.2 Payments. Invoices are due thirty days from invoice date. Fees must be paid in U.S. Dollars. Rackspace may suspend all Services, and services provided to Customer pursuant to any unrelated agreement between the parties, on ten days notice if payment of any invoiced amount is overdue, and Customer does not pay the overdue amount within ten Business Days of Rackspace’s written notice. Rackspace may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days and Rackspace brings a legal action to collect, or engages a collection agency, Customer must also pay Rackspace’s costs of collection, including reasonable attorney fees and court costs. 

6.3 Taxes. Customer shall remit to Rackspace all sales, VAT or similar tax imposed on the sale of the Services described in this Agreement (but not in the nature of income taxes on Rackspace) that Rackspace is required by law to collect from Customer. 

 

7 WARRANTY DISCLAIMERS

Rackspace makes no representation or warranty whatsoever regarding OpenStack Software or the Rackspace Private Cloud Software.

At Customer’s request, Rackspace may provide services that are not required by this Agreement, but any such services shall be provided AS IS, with no warranty whatsoever.

Rackspace disclaims any and all warranties not expressly stated in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. 

 

8 TERM AND TERMINATION

8.1 Term. This initial term of this Agreement shall end one (1) year from the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one year renewal terms (each a “Renewal Term”) provided that following the Initial Term, either party may terminate this Agreement on thirty (30) days advance written notice. The term of each Service Order shall be stated in the Service Order, or if no term is stated, the initial term shall be three months from date of last signature. This Agreement shall survive as to any Service Order that is EXECuted during the Initial Term or any Renewal Term of this Agreement until the expiration or termination of the Service Order.

8.2 Termination for Convenience. Unless otherwise stated in a Service Order, Customer may terminate any Service Order for convenience at any time by giving Rackspace at least sixty (60) days advance written notice as provided in Section 11 (Notices) below, provided that Customer shall not be entitled to any refund of fees upon a termination for convenience.

8.3 Termination for Breach. Either party may terminate any Service Order, or may terminate this Agreement and all Service Orders, for breach if the other party fails to perform any material obligation under a Service Order or this Agreement and does not cure the failure within thirty days of the party’s written notice that describes the failure in reasonable detail.

8.4 Survival. The following provisions shall survive expiration or termination of this Agreement: Intellectual Property, Confidential Information, Indemnification, Limitation on Damages, Payments, Governing Law, Notices, Miscellaneous, and any other provisions that by their nature are intended to survive expiration or termination. 

 

9 CONFIDENTIAL INFORMATION

Each party agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of its legal rights under the Agreement, or as may be required by law. Each party agrees not to disclose the other’s Confidential Information to any third person except as follows: 

(i) to its service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement; 

(ii) to a law enforcement or government agency if requested, or if the party reasonably believes that the other’s conduct may violate applicable criminal law; 

(iii) as required by law; or

(iv) in response to a subpoena or other compulsory legal process, provided that the party subject to the process shall give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice. 

Each party shall use reasonable care to protect the Confidential Information of the other party from unauthorized disclosure.

 

10 LIMITATION ON DAMAGES

10.1 Credits. The credits stated in any applicable Service Level Agreement or Schedule are Customer’s sole and exclusive remedy for Rackspace’s failure to meet those guaranties for which credits are provided unless the failure is due to Rackspace’s willful misconduct. If Rackspace fails to perform any element of the Services for which a credit is not provided, Customer’s sole and exclusive remedy for shall be to require Rackspace to perform or re-perform the Services as applicable. Notwithstanding anything in this Agreement to the contrary, the maximum total credit for failure to meet any applicable Service Level Agreements for any calendar month shall not exceed 100% of the monthly recurring fee for the related Service Order. Credits that would be available but for this limitation will not be carried forward to future months. 

10.2 Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind, whether based on contract, tort (including without limitation, negligence), strict liability, or any other legal or equitable theory, or for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility off such damages. In no event shall either of us be liable to the other for any punitive damages.

10.3 Notwithstanding anything in the Agreement to the contrary, except for liability based on fraudulent misrepresentation, and liability for death or personal injury resulting from Rackspace’s negligence, the maximum aggregate monetary liability of Rackspace and any of its employees, agents, suppliers, or affiliates in connection with the Services, the Agreement, and any act or omission related to the Services or Agreement, whether occurring before or after the EXECution of the Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the total amount payable under the Service Order that is the subject of the claim in the twelve months preceding the event that gave rise to the liability.

 

11 INDEMNIFICATION

11.1 If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the “Indemnitees”) is faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of your agreement with your customers or end users, violation of Section 2.7 (Rackspace Installed Support Software), or violation of Section 3.5 (Export Matters) of this Agreement, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on the Indemnitees as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the RPC, and any person who gains access to the RPC as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. You must also pay reasonable attorney fees and other expenses we incur in connection with any claim by your customer or end user arising from an actual or alleged breach of your obligations to them. 

11.2 We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

 

12 NOTICES 

Your routine communications to Rackspace regarding the Services, including any notice of non-renewal, should be sent to your Rackspace account team using the MyRackspace portal. If you want to give a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first class United States mail to:

legalnotice@rackspace.com

General Counsel

Rackspace US, Inc.

5000 Walzem Drive

San Antonio, Texas 78218

MAIL STOP: US109-2301

Rackspace’s routine communications regarding the Services and legal notices will be posted on the MyRackspace portal or sent to the individual(s) you designate as your contact(s) on your account either by electronic mail (including an electronic mail referring you to a ticket posted on your MyRackspace portal), United States mail, or overnight courier. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time posted or delivered. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

 

13 PUBLICITY, USE OF MARKS

Customer agrees that Rackspace may publicly disclose that it is providing Services to Customer and may use Customer’s name and logo to identify Customer in promotional materials, including press releases. Rackspace may not use Customer’s name or logo in a manner that suggests an endorsement or affiliation. Customer may not issue any press release or other publicity regarding the subject matter of this Agreement, or publicly disclose that it is using the Services without Rackspace’s prior written consent, or use the Rackspace name, logo or other identifying indicia without Rackspace’s prior written consent. Customer acknowledges that the use of the OpenStack name and logo is subject to the OpenStack trademark policy at http://www.openstack.org/brand/openstack-trademark-policy.

 

14 ASSIGNMENT/SUBCONTRACTORS

Neither party may assign the Agreement without the prior written consent of the other party except as part of a bona fide corporate reorganization or a sale of its business. Rackspace may use third party service providers to perform all or any part of the Services, but Rackspace remains responsible under this Agreement for work performed by its third party service providers to the same extent as if Rackspace performed the Services itself.

 

15 FORCE MAJEURE

Neither party will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

 

16 GOVERNING LAW, LAWSUITS

The Agreement is governed by the laws of the State of Texas, exclusive of any Texas choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Each of us agrees that any dispute or claim, including without limitation, statutory, contract or tort claims, relating to or arising out of this Agreement or the alleged breach of this Agreement, shall, upon timely written request of either of us, be submitted to binding arbitration. The party asserting the claim may elect to have the arbitration be in-person, telephonic or decided based on written submissions. The arbitration shall be conducted in the city in which you reside. The arbitration shall proceed in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) in effect at the time the claim or dispute arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service, and who is SELECTed pursuant to the applicable rules of the AAA. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Either you or we may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. We will pay the fee for the arbitrator and your filing fee, to the extent that it is more than a court filing fee. We agree that we will not seek reimbursement of our fees and expenses if the arbitrator rules in our favor. Each of us waives any right to a trial by jury, and agrees that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

 

17 MISCELLANEOUS

This Services Agreement, any applicable Schedules included in a Service Order, and any applicable Country Specific Terms are incorporated in your Service Order by reference, sometimes to pages on the Rackspace website. Although we may from time to time revise the Terms posted on those web pages, those revisions will not be effective as to a Service Order that you signed prior to the date we posted the revisions, and your Service Order will continue to be governed by the Services Agreement, Schedules, and terms posted on the effective date of the Service Order until the first day of any renewal or extended term that follows the date we published the revision. If over time you sign multiple Agreements for a single RPC –for example to add service elements or support levels, then the version of the Terms referenced in the last signed Service Order will govern the entire RPC, unless otherwise agreed in writing.

If there is a conflict between the terms of a Service Order and this Agreement, then this Agreement shall control. If any part of this Agreement or a Service Order is found unenforceable by a court, the rest of the Agreement or Service Order will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement. Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other, and neither party has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.”Any use in this Agreement of words denoting the singular include the plural and vice versa. References to sections or subsections refer to sections or subsections of this Agreement. The terms of this Agreement may be varied only by a written agreement signed by both parties that expressly refers to this Agreement. The pre-printed terms of each party’s business forms shall have no effect whatsoever. Any exhibits that are referenced in this Agreement are part of this Agreement, and are incorporated herein by this reference. The Agreement may be signed in multiple counterparts, which taken together will be considered one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures.

This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior or contemporaneous agreement or understanding, whether written or oral.

 

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